exhibit4-32.htm


    EXHIBIT
4.3.2

    


    CERTIFICATE
OF SECRETARY

    


    I, JOHN M. LOWBER, the duly elected and acting
Secretary of General Communication, Inc., an Alaska corporation ("Company"), do
hereby certify and declare that the resolution of the Company's Board of
Directors contained in the minutes of its meeting attached hereto as Exhibit
4.3.2A and the copy of the Revised Qualified Employee Stock Purchase Plan
attached hereto as Exhibit 4.3.2B, are true and correct copies of each, duly
adopted by the Company's Board of Directors at its meeting held on December 18,
2007.

    


    Executed this 31st day of July 2008 at
Anchorage, Alaska.

    


                            GENERAL
COMMUNICATION, INC.

    


    


                            By:/s/ John M.
Lowber___________

                        John M. Lowber,
Secretary

    


    


    


    [S E A
L]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      EXHIBIT
4.3.2A

      EXCERPT
FROM MINUTES OF ACTION BY

      THE
BOARD OF DIRECTORS OF

      GENERAL
COMMUNICATION, INC.

      DECEMBER
18, 2007

      


      


      PURSUANT TO the provisions of the law, which
provide that any action required to be taken at the meeting of the directors of
a corporation, or any action which may be taken at a meeting of the directors,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the directors entitled to vote with respect
to the subject matter thereof, the undersigned, being all of the directors of
General Communication, Inc., hereby do waive any and all notice that may be
required to be given with respect to a meeting of directors of the corporation
and hereby do take, ratify, confirm, and approve the following
actions:

      


      RESOLVED, that the amended and restated General
Communication, Inc. Qualified Employee Stock Purchase Plan, hereby is approved
and adopted, effective as of the 1st day of January, 2007, and the appropriate
officers of the Corporation shall take all steps and do all acts which may be
necessary or convenient in conjunction with the implementation of such restated
Plan.

      


      These Minutes of Action may be executed in one
or more counterparts, all of which taken together shall constitute the same
minutes, and when signed by all of the directors of the corporation may be
certified by any proper officer of the corporation as having been adopted
unanimously by vote of the Board of Directors of General Communication, Inc. on
the date first set forth above.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

                                                                                                                                                                                                                                                                                                    
Exhibit 4.3.2B

      
 

      QUALIFIED
EMPLOYEE STOCK PURCHASE PLAN

       

      OF

       

      GENERAL
COMMUNICATION, INC.

       

      (Amended and
restated in compliance with EGTRRA)

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      TABLE OF
CONTENTS

       

                                                                                                                  PAGE

       

       

      
        	
                 
      

              	
                ARTICLE I
      NAME AND PURPOSE OF PLAN AND
      TRUST                                                                                                                                                                       
      3

              


      

       

      
        	
                 
      

              	
                ARTICLE II
      DEFINITIONS                                                                                                                                                                                                                        4

              


      

       

      
        	
                 
      

              	
                ARTICLE III
      PARTICIPATION                                                                                                                                                                                                                 13

              


      

       

      
        	
                 
      

              	
                ARTICLE IV
      CONTRIBUTIONS                                                                                                                                                                                                               15

              


      

       

      
        	
                 
      

              	
                ARTICLE V
      DETERMINATION AND VESTING OF PARTICIPANT
      ACCOUNTS                                                                                                                                          
      30

              


      

       

      
        	
                 
      

              	
                ARTICLE VI
      RETIREMENT DATE, DESIGNATION OF
      BENEFICIARY                                                                                                                                                      
      34

              


      

       

      
        	
                 
      

              	
                ARTICLE VII
      DISTRIBUTION FROM TRUST
      FUND                                                                                                                                                                                  
  36

              


      

       

      
        	
                 
      

              	
                ARTICLE VIII
      FIDUCIARY
      OBLIGATIONS                                                                                                                                                                                               
      53

              


      

       

      
        	
                 
      

              	
                ARTICLE IX
      PLAN ADMINISTRATOR AND PLAN
      COMMITTEE                                                                                                                                                                
      56

              


      

       

      
        	
                 
      

              	
                ARTICLE X
      POWERS AND DUTIES OF THE
      TRUSTEE                                                                                                                                                                           61

              


      

       

      
        	
                 
      

              	
                ARTICLE XI
      CONTINUANCE, TERMINATION, AND AMENDMENT OF PLAN AND
      TRUST                                                                                                                         
      66

              


      

       

      
        	
                 
      

              	
                ARTICLE XII
      MISCELLANEOUS                                                                                                                                                                                                            
      68

              


      

      


       

      


       

      


       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      ARTICLE
I

       

      NAME AND PURPOSE OF PLAN AND
TRUST

       

      Section
1.1. Name and
Purpose.  The Company, by execution of this agreement, amends
and restates its qualified stock purchase plan, to be known as the General
Communication, Inc. Qualified Employee Stock Purchase Plan, to afford its
employees a convenient means for regular and systematic purchases of common
stock of the Company and to instill a proprietary interest in the
Company.  The Plan and Trust Fund are created for the exclusive
benefit of Employee-Participants and their beneficiaries.  The Plan is
intended to qualify under Sections 401(a) and 401(k) of the Code, and the trust
created under the Plan is intended to be exempt under Section 501(a) of the
Code.

       

      


      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

      


      ARTICLE
II

       

      DEFINITIONS

       

      Section
2.1. Definitions.  When
used in this agreement, the following words shall have the following meanings,
unless the context clearly indicates otherwise:

       

      
        	
                (i)  

              	
                “Account”,
      unless otherwise indicated, means a Participant's entire interest in
      Company stock and any other assets in the Trust Fund created by his
      Employer's contributions and his own contributions, and the income,
      expenses, gains, and losses attributable to such stock and
      assets.

              


      

       

      
        	
                (ii)  

              	
                “Anniversary
      Date” means the first day of each Plan
Year.

              


      

       

      
        	
                (iii)  

              	
                “Associated
      Company” means any corporation which is deemed to be a member of the group
      of corporations under common control of the Company and which adopts this
      Plan and Trust with the consent of the Company. Any such Company which
      subsequently is no longer a member of the controlled group shall be deemed
      to have terminated this Plan and Trust immediately upon such failure to be
      a member of the controlled group.

              


      

       

      
        	
                (iv)  

              	
                “Beneficiary”
      means the person who, under this Plan, becomes entitled to receive a
      Participant's Account upon his
death.

              


      

       

      
        	
                (v)  

              	
                “Board of
      Directors” means the board of directors of the
  Company.

              


      

       

      
        	
                (vi)  

              	
                “Break in
      Service” for purposes of eligibility to participate means any 12-month
      period, measured from the Employee's employment or Reemployment
      Commencement Date in which the Employee has completed no more than 500
      hours of service.  “One-Year Break in Service” for vesting and
      all other purposes means any Plan Year in which the Employee has completed
      no more than 500 hours of service.  For purposes of this
      definition, hours of service shall include service as an Employee in any
      capacity including Union Employee and commissioned
    salesman.

              


      

       

      
        	
                (vii)  

              	
                “Code” means
      the Internal Revenue Code of 1986, as it presently is constituted, as it
      may be amended, or any successor statute of similar
    purposes.

              


      

       

      
        	
                (viii)  

              	
                “Company”
      means General Communication, Inc., a corporation with its principal place
      of business at Anchorage, Alaska, or any successor in interest to it
      resulting from merger, consolidation, or transfer of substantially all of
      its assets, which expressly may agree in writing to continue this
      Plan.

              


      

       

      
        	
                (ix)  

              	
                “Compensation”
      means the total amount actually or constructively paid by an Employer to a
      Participant for services rendered to the Employer during the Plan Year
      including overtime pay, commissions, and bonuses, but excluding
      relinquished vacation pay, unused sick pay, insurance premiums, pension
      and retirement benefits, living expenses, other allowances, and all
      contributions by the Employer to this Plan, to any other tax qualified
      Plan or to any health accident or welfare fund or
      Plan.  Compensation shall be calculated to include amounts that
      are not currently paid to a Participant and not includible in a
      Participant's gross income by reason of the application of Code Sections
      125, 132(f)(4), 402(e)(3), and
402(h)(1)(B).

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      Pursuant to Code
Section 401(a)(17)(B), Compensation taken into account for all purposes under
this Plan shall not exceed $200,000, as adjusted by the Secretary of the
Treasury for cost of living increases in accordance with Code Section
401(a)(17)(B) each year, for any Plan Year.

       

      
        	
                (x)  

              	
                “Determination
      Date” means, with respect to any Plan Year, the last day of the preceding
      Plan Year (or in the case of the first Plan Year, the last day of such
      Plan Year).  This Section 2.1(x) shall be interpreted to conform
      with Code Section 416.

              


      

       

      
        	
                (xi)  

              	
                “Effective
      Date” of this restated Plan means January 1, 2007, unless otherwise
      provided in this Plan; provided that, for each Plan provision required by
      statute or regulation to be effective as of an earlier or later date, the
      Effective Date is the date as of which such provision is required to be
      effective, and for each previously adopted Plan amendment incorporated
      into this amended and restated Plan, the Effective Date will be the
      Effective Date specified in each such amendment.  For any
      Associated Company which is not participating in this Plan on the restated
      effective date, effective date means that date designated by the
      Associated Company.

              


      

       

      
        	
                (xii)  

              	
                “Employee”
      means any person, whether male or female, now or hereafter in the employ
      of an Employer, including officers of the Employer, but excluding
      directors who are not in the Employer's employ in any other capacity,
      excluding independent contractors, and excluding Union
      Employees.  Employee shall not include any individual who is
      treated as an independent contractor by the Employer, as reflected in the
      records of the Company, even if such individual becomes classified as a
      common-law employee of the Company by any administrative agency or court
      of competent jurisdiction, or by the IRS, or pursuant to an agreement
      between the Company and the IRS.  All Employees of all
      corporations that are members of a controlled group of corporations as
      defined in Code Section 414(b), that are members of a group under common
      control as defined in Code Section 414(c), and that are members of an
      affiliated service group as defined in Code Section 414(m) with the
      Employer will be treated as employed by the Employer for purposes of Code
      Sections 401, 410, 411, 415, and 416.  All Leased Employees and
      any other individual deemed to be an Employee under Code Section 414(o)
      will be treated as employed by the Employer for purposes of Code Sections
      401, 410, 411, 415, and 416.  However, notwithstanding the
      inclusion of certain persons for the purposes described above, only
      persons employed by the Employer shall be eligible to participate in the
      Plan pursuant to the eligibility requirements of Section
    3.1.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        	
                (xiii)  

              	
                “Employer”
      means the Company and any Associated Company which has adopted the Plan
      and Trust.

              


      

       

      
        	
                (xiv)  

              	
                “Employment
      Commencement Date” means the date on which an Employee first performs an
      Hour of Service for the Employer.

              


      

       

      
        	
                (xv)  

              	
                “Fiduciary”
      means a person who (A) exercises any discretionary authority or
      discretionary control respecting management of the Plan or exercises any
      authority or control respecting management or disposition of its assets;
      (B) renders investment advice for a fee or other Compensation, direct or
      indirect, with respect to any moneys or other property of the Plan, or has
      any authority or responsibility to do so; or (C) has any discretionary
      authority or discretionary responsibility in the administration of the
      Plan.  If any money or other property of the Plan is invested in
      securities issued by an investment company registered under the Investment
      Company Act of 1940, such investment by itself shall not cause such
      investment company or such investment company's investment adviser or
      principal underwriter to be deemed to be a fiduciary or a party in
      interest.

              


      

       

      
        	
                (xvi)  

              	
                “Highly
      Compensated Employee” means, for the Plan Year beginning in 1997, and
      subsequent Plan Years, any Employee
who:

              


      

       

      (A) was a five percent
owner at any time during the Determination Year or the Look-Back Year;
or

       

      (B) for the Look-Back
Year, had Compensation in excess of $80,000 (as adjusted by the Secretary of the
Treasury for cost of living increases), and

       

      (C) was in the top-paid
group of Employees for the Look-Back Year.  An Employee is in the
top-paid group of Employees for any Plan Year if such Employee is in the group
consisting of the top twenty percent (20%) of the Employees when ranked on the
basis of Compensation paid during the Plan Year.

       

      For purposes of
this definition, the Determination Year shall be the Plan Year.  The
Look-Back Year shall be the twelve-month period immediately preceding the
Determination Year.

       

      In determining an
individual's Compensation under this section, Compensation from each Company
required to be aggregated under Code Sections 414(b), (c), (m), and (o) will be
taken into account.  The Employer may adopt any reasonable,
nondiscriminatory tie-breaking or rounding rules necessary to determine which
Employees are Highly Compensated Employees, provided that such rules are
uniformly and consistently applied.  For purposes of this section, the
determination of Compensation will include deferrals made pursuant to Code
Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B) and, in the case of Company
contributions made pursuant to a elective deferral agreement, deferrals made
pursuant to Code Section 403(b).

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      A former Employee
will be treated as a Highly Compensated Employee if such Employee separated from
service (or was deemed to have separated) prior to the Plan Year, performs no
service for the Company during the Plan Year, and was a Highly Compensated
Employee for either the separation year or any Plan Year ending on or after the
Employee's 55th birthday.

       

      The determination
of who is a Highly Compensated Employee, including the determinations of the
number and identity of Employees in the top-paid group and the Compensation that
is considered, will be made in accordance with Code Section 414(q).

       

      
        	
                (xvii)  

              	
                            (A)  “Hour
      of Service” means (1) each hour for which an Employee is directly or
      indirectly paid or is entitled to payment by the Employer, for the
      performance of duties for his Employer during the applicable computation
      period; (2) each hour for which an Employee is paid or is entitled to
      payment by his Employer on account of a period of time during which no
      duties are performed (irrespective of whether the employment relationship
      is 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,
      either was awarded or agreed to by the
Employer.

              


      

       

      (B) For purposes of
Section 2.1(xvii)(A)(2) the following rules shall apply:  (1) no more
than 501 hours will be credited to any Employee on account of a single
continuous period during which the Employee performs no duties; (2) an hour
shall not be credited on account of a period during which no duties are
performed if the payment for such hour is made or due under a Plan maintained
solely for the purpose of complying with applicable workmen's Compensation, or
unemployment Compensation or disability insurance laws; (3) hours shall not be
credited for payments which reimburse an Employee solely for medical or
medically related expenses incurred by the Employee; and (4) a payment shall be
deemed to be made by or due from the Employer regardless of whether such payment
is made by or due from the Employer directly, or indirectly through, among
others, a Trust Fund, or insurer, to which the Employer contributes or pays
premiums.  These rules also shall apply to the extent that any back
pay is agreed to or awarded for a period of time during which an Employee did
not or would not have performed duties.

       

      (C) For purposes of
this Section 2.1(xvii), the same hours of service shall not be credited under
both Sections 2.1(xvii)(A)(1) or (2) of this Plan and also under Section
2.1(xvii)(A)(3) of this Plan.  Each Hour of Service shall be credited
under this Section 2.1(xvii) in accordance with 29 C.F.R. Section 2530.200b-2(b)
and (c), which regulations are incorporated by this
reference.  Employment with any affiliated companies (whether or not
incorporated) that are members of a controlled group as defined in Code Section
414(b), that are under common control as defined in Code Section 414(c), or that
are members of an affiliated service group within the meaning of Code Section
414(m) or any other entity required to be aggregated with the Company pursuant
to Code Section 414(o) and the final regulations thereunder, will be treated as
employment with the Company for purposes of participation and vesting under this
Plan; provided, however, that an employee must be employed by the Employer to
participate in this Plan.  In addition, for all purposes of the Plan,
Hours of Service will be credited for any individual considered a Leased
Employee under Code Section 414(n) and for any individual considered an Employee
under Code Section 414(o) and the final regulations thereunder.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (D) For purposes of
determining whether an Employee has experienced a Break in Service, hours of
service shall include each hour for which an Employee is absent from work for
any period (1) by reason of the pregnancy of the Employee; (2) by reason of the
birth of a child of the Employee; (3) by reason of the placement of a child with
the Employee in connection with the adoption of such child by such Employee; or
(4) for purposes of caring for such child for a period beginning immediately
following such birth or placement.

       

      (E) The hours described
in the preceding sentence shall be treated as hours of service in the year in
which the absence from work begins if the Participant would be prevented from
incurring a one-year Break in Service as a result of such treatment or, in any
other case, the hours shall be treated as hours of service in the immediately
following year.  The hours described in the two preceding sentences
shall be the hours of service which otherwise would normally have been credited
to such Participant but for such absence, or in any case in which the Plan is
unable to determine such hours, eight hours of service per work day of such
absence.  No credit will be given pursuant to this paragraph unless
the Participant furnishes to the Plan Committee such timely information as the
Plan may require to establish that the absence from work is for reasons
described above and to establish the number of days for which there was such an
absence.

       

      (F) An Employee will be
credited with service for participation and vesting purposes for leaves of
absence qualifying under the Family and Medical Leave Act of 1993, but only to
the extent required by the Family and Medical Leave Act and the regulations
thereunder.

       

      
        	
                (xviii)  

              	
                (A)           “Leased
      Employee” means any person (other than an Employee of the Employer) who
      has performed services for the Employer (or for the Employer and related
      persons as determined under Code Section 414(n)(6)) under an agreement
      between the Employer and the leasing organization on a substantially full
      time basis for a period of at least one year and the services are
      performed under the primary direction or control of the
      Employer.  Any Leased Employee will be treated as an employee of
      the Employer for purposes of this Plan and any contributions or benefits
      provided by the leasing organizations that are attributable to the
      services performed for the Employer will be treated as provided under a
      plan maintained by the Employer, provided, however, that a Leased Employee
      will not be treated as employed by the Employer if the Leased Employee is
      covered by a money purchase pension plan maintained by the leasing
      organization that provides: (1) a nonintegrated employer contribution of
      at least 10% of compensation, as defined in Code Section 415(c)(3),
      including amounts contributed pursuant to a salary reduction agreement
      that are excludable from the employee’s gross income under Code Sections
      125, 132(f)(4), 402(e)(3), 402(h)(1)(B) or 403(b); (2) immediate
      participation (unless the individual has had compensation of less than
      $1,000 in each of the preceding four Plan Years ending with the current
      Plan Year); and (3) full and immediate vesting.  In addition,
      Leased Employees may not constitute more than 20 percent of the leasing
      organization’s non-Highly Compensated
      Employees.  Notwithstanding the above, Leased Employees will not
      be eligible to participate in this
Plan.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	
                (xix)  

              	
                (A)                   “Key
      Employee” means (1) For Plan Years commencing after December 31, 2001, any
      Employee or former Employee (including a deceased Employee) who, at any
      time during the Plan Year that includes the Determination Date
      is:

              


      

       

      (a)           An
officer of the Employer, if the officer’s annual compensation is greater than
$130,000 (as adjusted under Code Section 416(i)(1));

       

      (b)           A
five percent owner of the Employer; or

       

      (c)           A
one percent owner of the Employer with annual compensation of more than
$150,000.

       

      (2) For Plan Years
commencing before January 1, 2002, any Employee or former Employee (including a
deceased Employee) who, at any time during the Plan Year or any of the four
preceding Plan Years, is or was:

       

      (a)           An
officer of the Employer if the officer’s compensation exceeds 50% of the dollar
limitation in effect under Code Section 415(b)(1)(A);

       

      (b)           One
of the ten Employees owning, or considered to own under Code Section 318, the
largest interests in the Employer if the individual’s compensation exceeds 100%
of the dollar limitation in effect under Code Section 415(c)(1)(A);

       

      (c)           five
percent owner of the Employer; or

       

      (d)           A
one percent owner of the Employer having annual compensation from the Employer
of more than $150,000.

       

      (B) For purposes of
Section 2.1(xix)(A)(1)(a) and (A)(2)(a) of this Plan, no more than 50 Employees
(or, if lesser, the greater of 3 Employees or 10 percent of the Employees) shall
be treated as officers.  For purposes of Section 2.1(xix)(A)(1)(b) and
(A)(2)(b) of this Plan, if two Employees have the same interest in an Employer,
the Employee having greater annual Compensation from the Employer shall be
treated as having a larger interest.  This Section 2.1(xix)(B) shall
be interpreted to conform with Code Section 416.  For purposes of this
definition, “Employee” shall have the same meaning as it does under Code Section
416(i)(1).  Any Beneficiary of a Key Employee shall be treated as a
Key Employee.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      For purposes of
this section (xix), annual compensation means compensation as defined in Code
Section 415(c)(3), including amounts contributed by the Employer pursuant to a
salary reduction agreement that are excluded from the Employee’s gross income
under Code Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).  The
determination of who is a Key Employee will be made in accordance with Code
Section 416(i)(1).  “Non Key Employee” means any Employee who is not a
Key Employee.

       

      
      

      
        	
                (xx)  

              	
                “Named
      Fiduciary” means any Fiduciary who is named in this Plan, or who, pursuant
      to a procedure specified in the Plan, is identified as a Fiduciary to the
      Plan by the Company.  Such Named Fiduciaries include, but are
      not limited to, the Trustee, the Plan Committee, and the Plan
      Administrator.

              


      

       

      
        	
                (xxi)  

              	
                “Normal
      Retirement Age” means the date a Participant attains age
    65.

              


      

       

      
        	
                (xxii)  

              	
                “Participant”
      means any Employee who has become a Participant under Article III of this
      Plan.  Participation shall cease upon the later of (A)
      distribution of a Participant's entire vested Account and forfeiture of a
      Participant's entire nonvested Account or (B) Termination of
      Employment.

              


      

       

      
        	
                (xxiii)  

              	
                “Plan” and
      “Plan and Trust” means the Qualified Employee Stock Purchase Plan of
      General Communication, Inc., and the Trust set forth in and by this
      Agreement and all subsequent amendments to
it.

              


      

       

      
        	
                (xxiv)  

              	
                “Plan
      Administrator” means the person or persons appointed by the Board of
      Directors whose duties are provided in this Plan and Trust.  If
      no Plan Administrator is appointed by the Board of Directors, the Plan
      Administrator will be deemed to be the
Employer.

              


      

       

      
        	
                (xxv)  

              	
                “Plan
      Committee” means the committee appointed by the Board of Directors whose
      duties are provided in this Plan and
Trust.

              


      

       

      
        	
                (xxvi)  

              	
                “Plan Year”
      means the Company's fiscal (taxable) year, as presently established, which
      ends on December 31 of each year, and this shall be the fiscal (taxable)
      year of the Trust.  If there is a change in the Company's fiscal
      year, then “Plan Year” shall mean the Company's new fiscal year, and any
      short fiscal year resulting from such change shall be considered a full
      year for all purposes of this Plan.  The “Plan Year” shall not
      change without approval of the Internal Revenue
  Service.

              


      

       

      
        	
                (xxvii)  

              	
                “Qualifying
      Employer Security” means the Class A and Class B common stock of the
      Company.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                (xxviii)  

              	
                “Quarterly
      Anniversary Date” means January 1, April 1, July 1, or October 1 of each
      Plan Year.

              


      

       

      
        	
                (xxix)  

              	
                “Reemployment
      Commencement Date” means the first date after a Break in Service following
      an Eligibility Computation Period during which the Employee completed more
      than 500 Hours of Service on which an Employee performs an Hour of Service
      for the Employer.

              


      

       

      
        	
                (xxx)  

              	
                “Super Top
      Heavy Plan”  means a plan in which the aggregate of the Accounts
      of Key Employees under the plan as of the Determination Date exceeds 90%
      of the aggregate of the Accounts of all Participants under the plan (as of
      the Determination Date for the Plan Year), excluding former Key
      Employees.

              


      

       

      
        	
                (xxxi)  

              	
                “Termination
      of Employment” means the termination of a person's status as an Employee
      as defined in Section 2.1(xii), as a Union Employee as defined in Section
      2.1(xxxvii), or as a commissioned
salesman.

              


      

       

      
        	
                (xxxii)  

              	
                “Top Heavy
      Plan” means a plan in which the aggregate of the Accounts of Key Employees
      under the plan as of the Valuation Date exceeds 60 percent of the
      aggregate of the Accounts of all Participants under the Plan (as of the
      Determination Date for the Plan Year), excluding former Key
      Employees.  The Accounts of Participants shall be increased by
      the aggregate distributions made with respect to such Participants during
      the five-year period ending on the Determination Date.  Section
      2.1(xxxii) shall be interpreted to conform with Code Section
      416.  For purposes of determining whether this and any
      aggregated plans are top heavy or super top heavy, all defined benefit and
      defined contribution plans (including any simplified Employee pension
      plan) maintained or ever maintained by the Employer in which a Key
      Employee participates or on which any plan in which a Key Employee
      participates depends for qualification under Code Sections 401(a)(4) or
      410 must be aggregated.  Other plans maintained or ever
      maintained by the Employer may be aggregated if, when considered as a
      group with the plans that must be aggregated, they would continue to
      satisfy the requirements of Code Sections 401(a)(4) and
    410.

              


      

       

      
        	
                (xxxiii)  

              	
                “Total
      Disability” means a disability that permanently renders a Participant
      unable to perform satisfactorily the usual duties of his employment with
      his Employer, as determined by a physician selected by the Plan Committee,
      and which results in his Termination of Employment with the
      Employer.

              


      

       

      
        	
                (xxxiv)  

              	
                “Trust Fund”
      means the assets of the trust established by this Plan and Trust from
      which the benefits under this Plan shall be paid and shall include all
      income of any nature earned by the fund and all changes in fair market
      value.

              


      

       

      
        	
                (xxxv)  

              	
                “Trustee”
      means the person or persons appointed as trustee of the Trust Fund and any
      duly appointed and qualified successor
trustee.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                (xxxvi)  

              	
                “Trustee
      Responsibility” means any responsibility provided in the Plan to manage or
      control the assets of this Plan.

              


      

       

      
        	
                (xxxvii)  

              	
                “Union
      Employee” means any Employee who is included in a unit of Employees
      covered by a collective bargaining agreement between Employee
      representatives and the Company or any Associated Company, if retirement
      benefits were the subject of good faith bargaining between such Employee
      representatives and the Company or Associated
  Company.

              


      

       

      
        	
                (xxxviii)  

              	
                “Valuation
      Date” means the last day of each Plan
Year.

              


      

       

      
        	
                (xxxix)  

              	
                “Year of
      Service” for purposes of eligibility to participate means any 12-month
      period, measured from the Employee's Employment Commencement Date or
      Reemployment Commencement Date, in which the Employee completes 1,000 or
      more Hours of Service (the “Eligibility Computation Date”).  For
      purposes of this definition, Hours of Service shall include service as an
      Employee in any capacity including Union Employee and commissioned
      salesman and shall include service as an Employee of an Employer under
      common control with the Company as defined in Code Sections 414(b), (c),
      (m), and (o) and the final regulations thereunder, or any other Company
      designated by the Plan Committee from time to time.  Year of
      Service also shall include service with any company that is acquired
      directly or indirectly by any Employer participating in this Plan whether
      by acquisition of stock or assets if such company becomes part of the
      controlled group of corporations as defined in Code Section 414(b) or (c)
      of which the Company is a part.  “Year of Service” for purposes
      of vesting means any Plan Year in which the Participant completes 1,000 or
      more Hours of Service.

              


      

       

      Effective for
acquisitions occurring on or after January 1, 1996, Year of Service also shall
include Years of Service with any company that is acquired directly or
indirectly by any Employer participating in this Plan whether by acquisition of
stock or assets if such company becomes part of the controlled group of
corporations as defined in Code Section 1563(a) of which the Company is a part
and provided that such individual for whom such service is
credited  becomes an Employee of General Communication, Inc. as a
result of the acquisition.  Effective for Employees first employed by
the Company on or after January 1, 1996, an Employee will be credited with Years
of Service under this Plan for Years of Service with any company which has
received services provided by the Company under a management or outsourcing
contract between such company and General Communication, Inc. as a service
provider (as determined by the Company) provided that such individual for whom
such service is to be credited becomes an Employee of the Company directly from
the company for which the Company serves as service provider (as determined by
the Company).

       

      Section
2.2. Gender.  The
masculine gender shall include the feminine and neuter, and the singular shall
include the plural.

       

      


      
        
          
             


          

          
            12

            
              

            

          

          
             


          

        

      

      


      ARTICLE
III

       

      PARTICIPATION

       

      Section
3.1. Who May Become a
Participant.  Any Employee of an Employer on the Effective Date
who has completed one Year of Service may become a Participant on the Effective
Date of the Plan.  Any other or new Employee of an Employer may become
a Participant on any Quarterly Anniversary Date of the Plan following his having
completed one Year of Service, provided such Employee must be an Employee of the
Employer when he becomes a Participant.

       

      Section
3.2. Participation
Form.  (a)  Completion
Requested.  The participation form shall be available from the
Plan Administrator.  To become a Participant, each Employee must
complete and return the form to the Plan Administrator on which he shall
evidence the following:  (i) his acceptance of participation in the
Plan; and (ii) his consent to be bound by the terms and conditions of the Plan
and all its amendments.

       

      (b)           Failure To Complete,
Revocation.  The failure to complete and return the form will
be deemed to be an election not to become a Participant.  An Employee
may revoke this election and become a Participant by requesting, completing, and
returning an application form before a subsequent Quarterly Anniversary Date of
the Plan, if he otherwise is eligible.

       

      Section
3.3. Effect of Break in Service
on Becoming a Participant.  (a)  Year in Which the Employee
Completes More Than 500 but Fewer Than 1,000 Hours of
Service.  An Employee who completes more than 500 but fewer
than 1,000 hours of service during any 12-month period, measured from the
Employee's employment or Reemployment Commencement Date, shall not be deemed to
have completed a Year of Service nor to have suffered a Break in
Service.  For the purposes of Section 3.3(c) of this Plan, any breaks
in service which are interrupted by a year in which the Employee has more than
500 but fewer than 1,000 hours of service shall be treated as inconsecutive
breaks in service.

       

      (b)           Inclusion of Pre-Break Years
of Service in General.  All years of service prior to any
period of up to five consecutive one year breaks in service, not excluded by
reason of this section, shall be counted in determining who may become a
Participant.

       

      (c)           Exclusion of Years of
Service for Employees Without Vested Rights.  Years of service
completed prior to any Break in Service by an Employee who has no vested
interest in any Employer contributions at the time of his reemployment shall not
be counted in determining whether the Employee may become a Participant if the
number of consecutive one-year breaks in service equals or exceeds the greater
of five years or the aggregate number of years of service before such
break.  The aggregate number of years of service before such break
shall not include any years of service which have been excluded by reason of a
prior application of this Section 3.3(c).

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Section
3.4. Participation Upon
Reemployment.  An Employee who has satisfied the service
requirement under Section 3.1 of this Plan by reason of years of service prior
to a Break in Service of one year or longer (which service has not been excluded
under Section 3.3 of this Plan) may become a Participant immediately upon his
reemployment.  However, an Employee who becomes a Participant under
this section may not commence contributions until the first Quarterly
Anniversary Date occurring after reemployment pursuant to Section 4.1 of this
Plan.

       

      Section
3.5. Military
Service.  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).

       

      


      
        
          
             


          

          
            14

            
              

            

          

          
             


          

        

      

      


      ARTICLE
IV

       

      CONTRIBUTIONS

       

      Section
4.1. Contributions and Salary
Reductions by Participants.  (a) General
Rules.  Each Participant shall make contributions to the Trust
Fund only by means of regular payroll deductions, by elective deferrals, or in
such other manner as the Plan Committee shall determine.  Participant
after-tax contributions by payroll deduction or by any other manner as the Plan
Committee shall determine shall be referred to as voluntary contributions, and
Participant pre-tax contributions shall be known as elective
deferrals.  Each Participant shall designate up to 50% (but 12% for
Highly Compensated Employees, as defined in Code Section 414(q) or such other
percentage as determined by the Plan Administrator) of his Compensation in each
payroll period, until changed by the Participant, as a elective deferral, plus
any contributions under Section 4.1(d) of this Plan.  A Participant
may change his designation prospectively but not retroactively effective for any
payroll period by filing a new election with the Plan Administrator prior to the
last two weeks of the calendar quarter immediately preceding the quarter for
which it is to be effective.  A Participant may suspend his
contributions to the Plan for any quarter by filing a written notice of
suspension with the Plan Administrator at any time prior to the last two weeks
of the calendar quarter immediately preceding the calendar quarter in which it
is to be effective.  Such notice shall remain effective until the
Participant elects to make further Participant contributions, and no Employer
contributions shall be made on behalf of the Participant during such suspension
period.  A Participant may authorize resumption of Participant
contributions by filing a new contribution designation with the Plan
Administrator at any time prior to the last two weeks of the calendar quarter
immediately preceding the calendar quarter in which it is to be
effective.

       

      (b) Salary
Reductions.  To become or remain a Participant in this Plan, an
eligible Employee must elect to reduce his Compensation in such manner as the
Plan Committee shall determine not to exceed 50% (but 12% for Highly Compensated
Employees, as defined in Code Section 414(q) or such other percentage as
determined by the Plan Administrator) of his Compensation per payroll
period.  Such election shall be made and may be changed at any time in
accordance with Section 4.1(a) of this Plan.  Contributions under this
section shall be made in accordance with an agreement with the Company under
which the Participant elects to reduce his Compensation by the amount determined
at his discretion, and for purposes of Code Section 401(k) shall be deemed to be
Company contributions.  Agreements to reduce Compensation shall be
subject to Sections 4.12 and 4.13 of this Plan.

       

      (c) Catch-Up
Contributions.  Effective for Plan Years beginning on or after
January 1, 2002, all Participants eligible to make Participant 401(k)
Contributions under this Plan and who have attained age 50 before December 31 of
the Plan Year shall be eligible to make Catch-Up Contributions in accordance
with, and subject to the limitations of, Code Section
414(v).  Notwithstanding any other provision of the Plan to the
contrary, Catch-Up Contributions shall not be taken into account for purposes of
the provisions of the Plan implementing the required limitations of Code
Sections 402(g) and 415.  The Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of Code Section
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of
the making of such Catch-Up Contributions.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (d) Nonqualified Voluntary
Contributions.  Each Plan Participant may contribute to the
Plan for each Plan Year during which he is a Participant such amount of
nonqualified voluntary contributions as he shall elect in his sole discretion,
provided that such amount shall not exceed 10% of his Compensation for each
payroll period.  Nonqualified voluntary contributions shall be so
designated in writing when made or when the Participant agrees to payroll
deductions.  All non-qualified voluntary contributions for the Plan
Year shall be made during the Plan Year or within 30 days after the end of the
Plan Year.

       

      Section
4.2. Determination of
Contribution by the Employer.  The Plan Committee on behalf of
each Employer shall pay into the Trust Fund at least annually an amount up to
100% of each  Participant's elective deferral and voluntary
contributions to the Plan, as the Board of Directors shall determine by
resolution.  The Employer's contribution on behalf of any Participant
shall be equal to a stated percentage of each such Participant's contributions
(both voluntary contributions and elective deferrals) under Section 4.1 of this
Plan during any payroll period.  No Participant's elective deferral or
voluntary contributions shall be matched in an amount exceeding 10% of such
Participant's Compensation during any payroll period the Participant
participates in the Plan.  Except as provided in Section 7.3 of this
Plan, the amount of the Employer's contribution shall not exceed either 10% of
the aggregate Compensation of all Participants under this Plan in the year for
which the contribution is being determined or the annual addition limitations of
the Code as provided in Sections 4.9 or 4.10 of this Plan.

       

      Section
4.3. Time and Method of Payment
of Contribution by the Employer.  The Plan Committee on behalf
of the Employer may make payment of its contribution for any Plan Year in
installments on any date or dates it elects, provided that the amount of its
contribution for any year shall be paid in full within the time prescribed in
order to qualify such payment as an income tax deduction for such year under the
Code or any other provisions of law and provided further that the final
allocation of such Employer contribution shall not be made to an Account until
the last day of the Plan Year.  Such contribution may be made in cash,
in Qualifying Employer Securities (as determined by the Company), or in property
of the character in which the Trustee is authorized to invest the Trust Fund,
subject to any restrictions or limitations provided in the prohibited
transaction provisions of the Code and ERISA.  Contributions of
property other than cash or Qualifying Employer Securities shall be subject to
the approval of the Trustee and the Plan Committee.  The Plan
Committee on behalf of the Employer will pay the Participant elective deferrals
and voluntary contributions made by payroll deduction elected by the
Participants, if any, to the Trustee at the earliest date on which contributions
can reasonably be segregated from the Employer’s general assets, but no later
than the 15th business day of the month following the month in which the
Participants would have received the funds but for the Participants’ salary
reduction or payroll deduction election.

       

      Section
4.4. Contributions on Account of
Qualified Military Service.  The Employer will make such
additional contributions to Participants on account of Participant Qualified
Military Service as required by Code Section 414(u).

       

      Section
4.5. To Whom Contributions Are To
Be Paid.  The Employer's contributions for any Plan Year shall
be paid to the Trustee and shall become a part of the Trust Fund.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Section
4.6. Return of Employer
Contributions.  (a)  Circumstances Under Which
Return Will Be Made.  A contribution by the Employer to the
Plan shall be returned to the Company, at the Employer's discretion, under any
of the following circumstances:  (i) if a contribution is made by the
Employer by a mistake of fact, including a mistaken excess contribution, within
one year of its payment to the Plan; (ii) if initial qualification of the Plan
is denied, within one year after the date of denial of initial qualification of
the Plan; or (iii) if all or any part of the deduction of the contribution is
disallowed, to the extent of the disallowance, within one year after the
disallowance of the deduction.

       

      (b)           Amount of
Return.  The Employer shall state by written request to the
Trustee the amount of the contribution to be returned and the reason for such
return.  Such amount shall not include any earnings attributable to
the contribution and shall be reduced by any losses attributable to the
contribution.  Upon sending such request to the Trustee, the Employer
simultaneously shall send to the Plan Committee a copy of the
request.  The Trustee shall return such contributions to the Employer
immediately upon receipt of the written request by the Employer.  All
contributions by the Employer to the Plan are declared to be conditioned upon
both the qualification of the Plan under Section 401 of the Code and the
deductibility of such contributions Under Section 404 of the Code.

       

      Section
4.7. Employer's
Obligations.  The adoption and continuance of the Plan shall
not be deemed to constitute a contract between the Employer and any Employee or
Participant, nor to be a consideration for, or an inducement or condition of,
the employment of any person.  Nothing in this Plan shall be deemed to
give any Employee or Participant the right to be retained in the employ of the
Employer, or to interfere with the right of the Employer to discharge any
Employee or Participant at any time, nor shall it be deemed to give the Employer
the right to require the Employee or Participant to remain in its employ, nor
shall it interfere with the right of any Employee or Participant to terminate
his employment at any time.

       

      Section
4.8. Rollover Contributions and
Transfers.  Notwithstanding the limits imposed upon Participant
contributions, a Participant may contribute any amount of funds or property to
the Plan in any year if such contribution satisfies the requirements under law
for rollover contributions and if the Plan Committee agrees in writing to accept
such contribution on behalf of the Plan and the Employer.  Subject to
the direction of the Plan Committee, the Trustee is authorized to receive and
add to the Trust Fund those assets attributable to employees who were
participants in the Western Tele-Communications, Inc. Employee Stock Purchase
Plan.  A direct transfer from a qualified Plan subject to Code Section
417 shall not be permitted.  The Employer shall not be required under
Section 4.2 of this Plan to make any matching contributions for such rollover
contributions or transfers.  Rollover contributions and transfers
shall be added to a separate Account for such Participant, shall be
nonforfeitable, and shall be distributable under Article VII of this
Plan.  Transfers from the Western Tele-Communications, Inc. Employee
Stock Purchase Plan shall be subject to Section 10.1(d) of this
Plan.

       

      Section
4.9. Annual
Addition.  (a)  Limitations.  For
the purpose of this Section 4.9, the term “Annual Addition” includes Employer
contributions and forfeitures and any Participant's voluntary
contributions.  Annual Addition shall not include any direct transfer
or any contribution made by a Participant which qualified under law as a
rollover contribution.  The annual limitation year shall be the Plan
Year.  If the Annual Addition to the Account of any Participant,
attributable to all defined contribution plans (including money purchase pension
plans or profit-sharing plans of the Employer), would, disregarding any Catch-Up
Contributions permitted under Code Section 414(v), exceed either $40,000 as
adjusted for cost of living increases under Code Section 415(d) or 100% of such
Participant's Compensation (except that the limit referred to in this section
shall not apply to any contribution for medical benefits after a Participant’s
separation from service within the meaning of Code Sections 401(h) or 419A(f)(2)
which otherwise would be treated as an annual addition), then the excess amount
shall be disposed of as follows:

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (i)           any
Participant contributions (including any elective deferrals under Code Section
401(k)), to the extent that the return would reduce the excess amount, shall be
returned to the Participant;

       

      (ii)           The
amount of such excess attributable to Employer contributions and any forfeitures
shall be allocated and reallocated to other Participants' Accounts in accordance
with Article V of this Plan to the extent that such allocations do not cause the
additions to any such Participant's Account to exceed the lesser of the maximum
permissible amount or any other limitation provided in the Plan;

       

      (iii)           To
the extent that the excess amounts described in Section 4.9(a)(ii) of this Plan
cannot be allocated to other Participant Accounts, such excess amounts shall be
allocated to the suspense Account in accordance with Article V of this Plan and
allocated to Participants under the provisions of that article.

       

      (b)           Compensation
Defined.  For purposes of limiting Annual Additions under this
section and combined benefits and contributions under Section 4.10 of this Plan,
compensation means a Participant's wages, salaries, fees for professional
services, and other amounts received (without regard to whether an amount is
paid in cash) for personal services actually rendered for the Employer to the
extent that the amounts are includable in gross income (including but not
limited to, commissions paid salesmen, compensations for services on the basis
of a percentage of profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, and expense allowances).  Compensation also will
include (i) amounts paid or reimbursed by the Employer for moving expenses
incurred by the Employee, but only to the extent that these amounts are not
deductible by the Employee under Code Section 217; (ii) amounts described in
Code Sections 104(a)(3), 105(a), and 105(h), but only to the extent that these
amounts are includable in the Employee’s gross income; and (iii) amounts
includable in the gross income of the Employee as a result of the grant of a
nonqualified stock option to the Employee or as a result of the Employee making
an election described in Code Section 83(b).:

       

      (A)           Compensation
for Annual Additions purposes shall not include the following:  (1)
Employer contributions to a deferred compensation plan that are not includable
in the Employee's gross income for the year in which contributed; (2) Employer
contributions to a simplified Employee pension plan described under Code Section
408(k) to the extent such contributions are deductible by the Employee; (3) any
distributions from a deferred compensation plan other than amounts received from
an unfunded nonqualified plan; (4) amounts realized from the exercise of a
nonqualified stock option or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject to
substantial risk of forfeiture; (5) amounts realized from the sale, exchange, or
other disposition of stock acquired under a qualified stock option; or (6) other
amounts which received special tax benefits, or Employer contributions to
purchase an annuity contract described in Code Section 403(b), whether or not
under a elective deferral agreement or whether or not the amounts actually are
excludable from the gross income of the Employee.  For purposes of
this Section 4.9(b), compensation for a limitation year includes only the
compensation actually paid to the Participant during the Limitation Year and
compensation that is includable in the Participant’s gross income during the
Limitation Year.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (B)           “Compensation”
shall include elective deferrals (as defined in Code Section 402(g)) and any
amounts which are not included in the Participant's gross income by reason of
Code Sections 125 (cafeteria plans) and 457 (deferrals to governmental
plans).  All determinations of Compensation will be made in accordance
with Code Section 415(c)(3), as it may be amended from time to
time.

       

      (C)           For
purposes of applying the limitations described in Section 4, compensation paid
or made available during such limitation years shall include elective amounts
that are not includable in the gross income of the employee by reason of section
132(f)(4).

       

      Section
4.10. Limitation On Combined
Benefits And Contributions Of All Defined Contribution
Plans:  This section applies if, in addition to this Plan, the
Participant is covered under another defined contribution plan maintained by the
Employer, a welfare benefit fund, as defined in Code Section 419(e), maintained
by the Employer, a simplified employee pension, or an individual medical
account, as defined in Code Section 415(1)(2), maintained by the Employer, that
provides an Annual Addition during any Limitation Year.  The Annual
Additions that may be credited to a Participant’s Account under this Plan for
any such Limitation Year will not exceed the limitation described in Section 4.9
reduced by the Annual Additions credited to a Participant’s Account under the
other defined contribution plans and welfare benefit funds for the same
Limitation Year.  If the Annual Additions with respect to the
Participant under other defined contribution Plans and welfare benefit funds
maintained by the Employer are less than the limitation described in Section 4.9
and the Employer contribution that would otherwise be contributed or allocated
to the Participant’s Account under this Plan would cause the Annual Additions
for the Limitation Year to exceed this limitation, the amount contributed or
allocated will be reduced so that the Annual Additions under all such plans and
funds for the Limitation Year will equal the limitation described in Section
4.9.  If the Annual Additions with respect to the Participant under
such other defined contribution plans and welfare benefit funds in the aggregate
are equal to or greater than the limitation described in Section 4.9, no amount
will be contributed or allocated to the Participant’s Account under this Plan
for the Limitation Year.  If a Participant’s Annual Additions under
this Plan and such other plans would result in an excess amount for a Limitation
Year, the excess amount will be deemed to consist of the Annual Additions last
allocated, except that Annual Additions attributable to a welfare benefit fund
or an individual medical account will be deemed to have been allocated first
regardless of the actual allocation date.  If an excess amount is
allocated to a Participant on an allocation date of this Plan that coincides
with an allocation date of another plan, the excess amount attributed to this
Plan will be the product of the total excess amount allocated as of such date
multiplied by a fraction, the numerator of which is the Annual Additions
allocated to the Participant for the Limitation Year as of such date under this
Plan and the denominator of which is the total Annual Additions allocated on the
Participant’s behalf for the Limitation Year as of such date under this and all
the other qualified prototype defined contribution plans.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Any excess amount attributed to this Plan will
be disposed of in the manner described in Section 4.9.

       

      Section
4.11. Top Heavy Plan
Provisions.  (a) The Top Heavy Plan provisions of Code Section
416 and the regulations thereunder hereby are incorporated by reference in their
entirety.

       

      (b)           Minimum
Contribution.  If no other qualified plan maintained by the
Employer provides the minimum benefit or contribution for Participants as
required under Code Section 416(c) for a year that the plan is top heavy, this
Plan shall provide a minimum allocation (which may include forfeitures otherwise
allocable) for such Plan Year for each Participant who is a non-Key Employee in
an amount equal to at least three percent of such Participant's Compensation for
such Plan Year.  Notwithstanding the preceding sentence, the minimum
allocation required under this Section 4.11 shall in no event exceed the
percentage of contributions made under the Plan for such year for the Key
Employee for whom such percentage is the highest for such year.  If
Employees who are participants in this Plan also participate in a defined
benefit plan maintained by the Employer and both plans are top heavy in any
year, the Employer may elect to satisfy the minimum contribution requirements of
Code Section 416(c) and the regulations thereunder by providing a minimum
allocation (which may include forfeitures otherwise allocable) for such Plan
Year for each Participant (for purposes of Code Section 416(c) and the
regulations thereunder) who is a non-Key Employee in an amount equal to at least
5% of such Participant’s Compensation for such Plan Year.  For
purposes of this Section 4.11, Participants who must be considered Participants
to satisfy the coverage requirements of Code Section 410(b) in accordance with
Code Section 401(a)(5) and who have not separated from service at the end of the
Plan Year shall be eligible to share this minimum contribution including
Participants who have failed to complete 1,000 or more hours of service, who
have declined to make mandatory contributions to the Plan or who have been
excluded because such Participant's Compensation is less than a stated
amount.  Compensation for purposes of this Section 4.11 shall mean
Compensation as defined in Section 4.9 of this Plan up to the limits under Code
Section 401(a)(17).  Elective deferral contributions may not be used
to satisfy the minimum contribution required under this section
4.11.  If, in any top-heavy year, the highest percentage of Employer
contributions and forfeitures allocated to any Key Employee is less than three
percent, amounts allocated as a result of any Key Employee's elective deferrals
must be included in determining the Employer contribution made on behalf of such
Key Employees.

       

      (c)           Maximum Compensation
Limitation.  The annual Compensation considered for each
Participant for purposes of the Plan for any year that the Plan is top heavy
shall not exceed such Participant's Compensation (as limited by Code Section
401(a)(17)).

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Section
4.12. Salary Reduction
Rules.  (a)  Election to Reduce
Salary.  As a condition of participation, an Employee eligible
to participate in this Plan must elect to reduce his or her Compensation by an
amount determined at his or her discretion (annually not to exceed the lesser of
the dollar limitation in effect under Code Section 402(g) (as adjusted for
increases in the cost of living) in each calendar year (and such amount is
$15,500 for 2007) or 50% of Compensation).  A Participant must make
this election according to the procedure prescribed by and on the form provided
by the Plan Committee.

       

      (b)           Nondiscriminatory
Benefits.  All Participants are eligible to defer identical
percentages of their Compensation, regardless of the amount of such
Compensation; provided such percentage does not result in a deferral of more
than the limitation imposed under Code Section 402(g) in any calendar
year.

       

      (c)           Assignment of Excess
Elective Deferrals.  A Participant may assign to this Plan any
excess elective deferrals made during a taxable year of the Participant by
notifying the Plan Administrator on or before the following March 15 of the
amount of the excess elective deferrals to be assigned to the Plan.  A
Participant is deemed to have notified the Plan Administrator of any excess
elective deferrals that arise taking into account only those elective deferrals
made to this Plan and any other plans of the Employer.

       

      (d)           Distribution of Excess
Elective Deferrals.  An excess elective deferral is any
elective deferral during a calendar year in excess of the dollar limitation in
effect under Code Section 402(g) for such year.  On or before the
March 15th following the end of each calendar year, the Company will distribute
excess elective deferrals (plus any allocable income and minus any allocable
loss) to any Participant to whose Account excess elective deferrals were made or
assigned for the preceding year and who claims excess elective deferrals for
such taxable year or who is deemed to have notified the Plan Administrator of
such excess.  Excess elective deferrals shall be adjusted for any
income or loss up to the date of distribution from the Plan.  The
income or loss attributable to excess elective deferrals is the sum of: (i) the
income or loss for the year allocable to the Participant’s elective deferrals
multiplied by a fraction, the numerator of which is the Participant’s excess
elective deferrals for such year and the denominator of which is the total
Account balance of the Participant attributable to elective deferrals, without
regard to any income or losses allocable to such elective deferrals for the
calendar year; and (ii) ten percent of the amount determined under (i)
multiplied by the number of whole calendar months between the end of the
Participant’s taxable year and the date of distribution, counting the month of
distribution if the distribution occurs after the fifteenth day of such
month..  Alternatively, in the discretion of the Committee, income
allocable to the Participant's excess elective deferrals may be determined under
any reasonable method used by the Plan for allocating income on Plan assets and
that method shall be used for all distributions of excess elective deferrals for
the Plan Year.  For Plan Years beginning before January 1, 2006, and
on or after January 1, 2008, income or loss allocable to the period between the
end of the respective Plan Year and the date of distribution may be disregarded
in determining income or loss on excess elective deferrals for such
years.

       

      (e)           Limit on Actual Deferral
Percentage.  The Actual Deferral Percentage for Participants
who are Highly Compensated Employees for each Plan Year and the Actual Deferral
Percentage for Participants who are Non-Highly Compensated Employees for the
same Plan Year must satisfy one of the following tests:

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (i)           The
Actual Deferral Percentage for the Plan Year for Participants who are Highly
Compensated Employees may not exceed the Actual Deferral Percentage for the
preceding Plan Year for Participants who are Non-Highly Compensated Employees
multiplied by 1.25 times; or

       

      (ii)           The
Actual Deferral Percentage for the Plan Year for Participants who are Highly
Compensated Employees may not exceed the Actual Deferral Percentage for the
preceding Plan Year for Participants who are Non-Highly Compensated Employees
multiplied by 2.0, provided that the Actual Deferral Percentage for the Plan
Year for Participants who are Highly Compensated Employees does not exceed the
Actual Deferral Percentage for the preceding Plan Year for Participants who are
Non-Highly Compensated Employees by more than two percentage
points.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (f)           Actual Deferral Percentage
Rules.  The following rules regarding the Actual Deferral
Percentage will apply:

       

      (i)           The
Actual Deferral Percentage for the Plan Year for any Highly Compensated Employee
who is eligible to have elective deferrals (and qualified non-elective
contributions or qualified matching contributions, or both, if such
contributions are treated as elective deferrals for purposes of the Actual
Deferral Percentage test) allocated to his or her Account under two or more
arrangements described in Code Section 401(k) that are maintained by the Company
will be determined as if such elective deferrals (and, if applicable, such
qualified non-elective contributions or qualified matching contributions, or
both) were made under a single arrangement.  If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different Plan Years, then all Participant elective deferrals made during the
Plan Year under all such arrangements will be aggregated, unless mandatorily
disaggregated pursuant to the Treasury Regulations under Code Section
401(k).  For Plan Years beginning before January 1, 2006, all such
cash or deferred arrangements ending with or within the same calendar year shall
be treated as a single arrangement;

       

      (ii)           In
the event that this Plan satisfies the requirements of Code Sections 401(k),
401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of such Code Sections only if
aggregated with this Plan, then this section will be applied by determining the
Actual Deferral Percentage of Participants as if all such plans were a single
plan.  If more than 10 percent of the Non-Highly Compensated Employees
are involved in a plan coverage change as defined in Treasury Regulation Section
1.401(k)-2(c)(4), then any adjustments to the Non-Highly Compensated Employees’
Actual Deferral Percentage for the prior year will be made in accordance with
such Treasury Regulations.  Plans may be aggregated in order to
satisfy Code Section 401(k) only if they have the same Plan Year and use the
same Actual Deferral Percentage testing method;

       

      (iii)           For
purposes of determining the Actual Deferral Percentage, elective deferrals,
qualified non-elective contributions, and qualified matching contributions must
be made before the last day of the twelve-month period immediately following the
Plan Year to which such contributions relate; and

       

      (iv)           The
Company will maintain records sufficient to demonstrate satisfaction of the
Actual Deferral Percentage test and the amount of qualified non-elective
contributions or qualified matching contributions, or both, used in such
test.

       

      (g)           Nonforfeitability of
Elective Contributions.  All elective deferral contributions
made on behalf of Participants to this Plan are vested
immediately.  Such elective deferrals are nonforfeitable at all
times.

       

      (h)           Distributions
Restriction.  Elective deferrals shall be subject to the
restrictions on withdrawals under Section 7.6 of this Plan.

       

      (i)           Suspension of Elective
Deferrals After Hardship Distributions.  A Participant who
receives a distribution of Participant elective deferrals after December 31,
2001, on account of a hardship shall be prohibited from making Participant
elective deferrals under this and all other plans maintained by the Employer for
six months after receipt of the distribution.  A Participant who
received a distribution on account of a hardship during the 2001 calendar year
was prohibited from making Participant elective deferrals under this and all
other plans of the Employer for six months after receipt of the distribution or
until January 1, 2002, if later.

       

      (j)           Definitions.

       

      (i)           The
“Actual Deferral Percentage” for a specified group of Participants for a Plan
Year is the average of the ratios (calculated separately for each Participant in
such group) of the amount of deferrals made under the Plan on behalf of each
such Participant for the Plan Year to the Participant's Compensation for the
entire Plan Year (whether or not the Participant was a Participant for the
entire Plan Year) or for the portion of such Plan Year during which the Employee
was a Participant, as determined by the Company for such Plan Year so long as
such determination is applied uniformly to Participants under the Plan for such
Plan Year.  Deferrals on behalf of any Participant include (A) any
elective deferrals (other than Catch-Up Contributions) made pursuant to the
Participant's deferral election, including excess elective deferrals, but
excluding elective deferrals that are taken into account in the Average
Contribution Percentage test (provided the Actual Deferral Percentage test is
satisfied both with and without exclusion of these elective deferrals); and (B)
in the discretion of the Company, all qualified non-elective contributions or
such qualified non-elective contributions as are necessary to meet the Actual
Deferral Percentage test and all qualified matching contributions or such
qualified matching contributions as are necessary to meet the Actual Deferral
Percentage test.  For purposes of computing Actual Deferral
Percentages, an Employee who would be a Participant but for the failure to make
elective deferrals will be treated as a Participant on whose behalf no elective
deferrals are made.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (ii)           “Elective
Deferrals” means any Company contributions made to the Plan at the election of
the Participant in lieu of cash compensation, including contributions made
pursuant to a elective deferral agreement or other deferral arrangement (other
than Catch-Up Contributions).  A Participant's elective deferrals in
any calendar year are the sum of all Company contributions made on behalf of
such Participant pursuant to an election to defer under any arrangement
described in Code Section 401(k), any simplified employee pension cash or
deferred arrangement described in Code Section 402(h)(1)(B), any eligible
deferred compensation plan under Code Section 457, any plan as described in Code
Section 501(c)(18), and any Company contributions made on behalf of a
Participant pursuant to a elective deferral agreement for the purchase of an
annuity contract under Code Section 403(b).

       

      (iii)           “Participant”
for purposes of this Section 4.12 only includes all Employees eligible to
participate in this Plan even if not electing to do so.

       

      (iv)           “Compensation”
for purposes of this Section 4.12 means only Compensation as defined in Section
2.1(ix) of this Plan prior to any elective deferrals under Section 4.1 of this
Plan.

       

      (k)           Distribution of Excess
Contributions.  An excess contribution is the excess, in any
Plan Year, of the aggregate amount of contributions actually taken into account
in determining the Actual Deferral Percentage for Highly Compensated Employees
over the maximum amount of such contributions permitted by the Actual Deferral
Percentage test, determined by reducing contributions made on behalf of Highly
Compensated Employees beginning with the Highly Compensated Employee with the
highest amount of elective deferrals for such Plan Year and continuing in
descending order until all of the excess contributions have been
allocated.  For purposes of the preceding sentence, the “highest
amount” is determined after allocation and distribution of any excess
contributions.  To the extent that a Highly Compensated Employee has
not reached his or her Catch-Up Contribution limit under the Plan, excess
contributions allocated to such Highly Compensated Employee shall be treated as
Catch-Up Contributions.  The amount of excess contributions to be
distributed or recharacterized will be reduced by excess Participant elective
deferrals previously distributed for the taxable year ending in the same Plan
Year and excess Participant elective deferrals to be distributed for a taxable
year will be reduced by excess contributions previously distributed or
recharacterized for the Plan beginning in such taxable year.

       

      (i)           Distribution of Excess
Contributions.  In the event that excess contributions are made
for any Plan Year, the Committee will distribute the excess contributions in
accordance with this paragraph.  Each Highly Compensated Employee will
have his or her allocated portion of the excess contribution, adjusted for any
income or loss allocable to such portion, distributed to him on or before the
fifteenth day of the third month following the end of each Plan Year, but in no
event later than the close of the following Plan Year, except to the extent that
such excess contributions are classified as Catch-Up Contributions.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (ii)           Determination of Income of
Loss.  Excess contributions will be adjusted for any income or
loss up to the date of distribution.  The income or loss attributable
to excess contributions is the (A) the income or loss allocable to the
Participant’s elective deferral Account (and, if applicable, the qualified
non-elective contribution Account or qualified matching contribution Account, or
both), for the Plan Year multiplied by a fraction, the numerator of which is
such Participant’s excess contributions for the year and the denominator of
which is the Participant’s Account Balance attributable to Participant elective
deferral Account (and, if applicable, the qualified non-elective contribution
Account or qualified matching contribution Account, or both, if any of such
contributions are included in the Actual Deferral Percentage test) without
regard to any income or loss occurring during such Plan Year; and (B) ten
percent of the amount determined under (A) multiplied by the number of whole
calendar months between the end of the Plan Year and the date of distribution,
counting the month of distribution if distribution occurs after the fifteenth
day of such month.  Alternatively, in the discretion of the Committee,
income allocable to the Participant's excess contributions may be determined
under any reasonable method used by the Plan for allocating income on Plan
assets.

       

      (iii)           Accounting for Excess
Contributions.  Excess contributions will be distributed from
the Participant's elective deferral Account and qualified matching contributions
Account, if applicable, in proportion to the Participant's elective deferrals
and qualified matching contributions (to the extent used in the Actual Deferral
Percentage test) for the Plan Year.  Excess contributions will be
distributed from the Participant's qualified non-elective contribution Account
only to the extent that such excess contributions exceed the balance in the
Participant's elective deferral Account and qualified matching contributions
account.  Matching contributions attributable to excess contributions
plus any income or minus any loss allocable thereto that are distributed to a
Participant shall be forfeited as of the distribution date of the excess
contribution.  Employer matching contributions attributable to excess
contributions will be adjusted for any income or loss allocable to the Employer
matching contribution Account for the Plan Year multiplied by a fraction, the
numerator of which is the Employer matching contributions attributable to the
excess contributions and the denominator of which is the Participant’s Employer
matching contributions Account balance without regard to any income or loss
accruing during the year.

       

      Section
4.13. Nondiscrimination Rules for
Voluntary Contributions and Employer
Contributions.  (a)  Limit on Actual Contribution
Percentage.  The Actual Contribution Percentage for
Participants who are Highly Compensated Employees for each Plan Year and the
Actual Contribution Percentage for Participants who are Non-Highly Compensated
Employees for the same Plan Year must satisfy one of the following
tests:

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (i)           The
Actual Contribution Percentage for the Plan Year for Participants who are Highly
Compensated Employees may not exceed the Actual Contribution Percentage for the
preceding Plan Year for Participants who are Non-Highly Compensated Employees
multiplied by 1.25 times; or

       

      (ii)           The
Actual Contribution Percentage for the Plan Year for Participants who are Highly
Compensated Employees may not exceed the Actual Contribution Percentage for the
preceding Plan Year for Participants who are Non-Highly Compensated Employees
multiplied by 2.0, provided that the Actual Contribution Percentage for the Plan
Year for Participants who are Highly Compensated Employees does not exceed the
Actual Contribution Percentage for the preceding Plan Year for Participants who
are Non-Highly Compensated Employees by more than two percentage
points.

       

      (b)           Actual Contribution Test
Rules.  The following rules regarding the Actual Contribution
Percentage will apply:

       

      (i)           The
Actual Contribution Percentage for the Plan Year for any Highly Compensated
Employee who is eligible to have contribution percentage amounts allocated to
his or her Account under two or more arrangements described in Code Section
401(k) that are maintained by the Company will be determined as if such
contribution percentage amounts were made under a single
arrangement.  If a Highly Compensated Employee participates in two or
more cash or deferred arrangements that have different Plan Years, all such
plans or arrangements shall be aggregated, unless mandatorily disaggregated
pursuant to the Treasury Regulations under Code Section 401(m).  For
Plan Years beginning before January 1, 2006, all such plans and arrangements
ending with or within the same calendar year shall be treated as a single plan
or arrangement;

       

      (ii)           In
the event that this Plan satisfies the requirements of Code Sections 401(m),
401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of such Code Sections only if
aggregated with this Plan, then this section will be applied by determining the
contribution percentage of Participants as if all such plans were a single
plan.  If more than ten percent of the Employer’s Non-Highly
Compensated Employees are involved in a plan coverage change as defined in
Treasury Regulation Section 1.401(m)-2(c)(4), then any adjustments to the
non-Highly Compensated Employees’ Actual Deferral Percentage for the prior year
will be made in accordance with such Treasury Regulation.  Plans may
be aggregated in order to satisfy Code Section 401(m) only if they have the same
Plan Year and use the same Actual Contribution Percentage testing
method;

       

      (iii)           For
purposes of determining the Actual Contribution Percentage test, Participant
contributions are considered to have been made in the Plan Year in which
contributed to the Trust.  Matching contributions and qualified
non-elective contributions will be considered made for a Plan Year if made no
later than the end of the twelve-month period beginning on the day after the
close of the Plan Year.  A matching contribution (including a
qualified matching contribution) that is forfeited to correct excess
contributions, or because it is attributable to an excess contribution or excess
deferral will not be taken into account for purposes of determining the
contribution percentage test;

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (iv)           The
Plan will take into account the actual contribution ratios of all eligible
employees for purposes of the Average Contribution Percentage test in Code
Section 401(m).  For this purpose, an eligible employee is any
Employee who is directly or indirectly eligible to receive an allocation of
matching contributions or to make Participant Contributions and includes: (A) an
Employee who would be a Plan Participant but for the failure to make required
contributions; (B) an Employee whose right to make Participant Contributions or
receive Matching Contributions has been suspended because of an election (other
than certain one-time elections) not to participate; and (C) an Employee who
cannot make a Participant Contribution or receive a matching contribution
because Code Section 415(c)(1) or Code Section 414(e) prevents the Employee from
receiving additional annual additions.  In the case of an eligible
employee who makes no Participant contributions and who receives no matching
contributions, the contribution ratio that is to be included in determining the
Actual Contribution Percentage is zero; and

       

      (v)           The
Company will maintain records sufficient to demonstrate satisfaction of the
Actual Contribution Percentage test and the amount of qualified non-elective
contributions or qualified matching contributions, or both, used in such
test.

       

      (c)           Excess Aggregate
Contributions Resulting from Failure of Actual Contribution Percentage
Test.

       

      (i)           An
excess aggregate contribution is the excess, in any Plan Year, of the Actual
Contribution Percentage Contributions actually taken into account in determining
the Actual Contribution Percentage for Highly Compensated Employees over the
maximum amount of such contributions permitted by the Actual Contribution
Percentage test, (determined by hypothetically reducing contributions made on
behalf of Highly Compensated Employees beginning with the Highly Compensated
Employee with the highest contribution percentage).

       

      (ii)           Distribution of Excess
Aggregate Contributions.  Excess aggregate contributions will
be allocated to Highly Compensated Employees as follows:  excess
aggregate contributions are allocated to the Highly Compensated Employee with
the highest amounts of Actual Contribution Percentage Contributions taken into
account in calculating the Actual Contribution Percentage test for the year in
which the excess aggregate contribution arose, beginning with the Highly
Compensated Employee with the highest amount of such Actual Contribution
Percentage Contributions and continuing in descending order until all the excess
aggregate contributions have been allocated.  For purposes of the
preceding sentence, the “highest amount” is determined after allocation and
distribution of any excess aggregate contributions.  In the event that
excess aggregate contributions are made for any Plan Year, excess aggregate
contributions will be determined after first determining and correcting any
excess Participant elective deferrals and Excess Contributions under this
Section.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      (iii)           Determination of Income of
Loss.  Excess aggregate contributions will be adjusted for any
income or loss up to the date of distribution.  The income or loss
allocable to excess aggregate contributions allocated to each Participant is the
sum of: (A) income or loss allocable to the Participant’s matching contribution
Account (if any, and if all amounts in those Accounts are not used in the Actual
Deferral Percentage test) and, if applicable, qualified non-elective
contribution Account and Participant elective deferral Account for the Plan Year
multiplied by a fraction, the numerator of which is the Participant’s excess
aggregate contributions for the year and the denominator of which is the
Participant’s Account balance(s) attributable to contribution percentage amounts
without regard to any income or loss occurring during such Plan Year; and (B) 10
percent of the amount determined under (A) multiplied by the number of whole
calendar months between the end of the Plan Year and the date of distribution,
counting the month of distribution if distribution occurs after the fifteenth
day of such month.  Alternatively, in the discretion of the Committee,
income allocable to the Participant’s excess aggregate contributions may be
determined under any reasonable method used by the Plan for allocating income on
Plan assets and that method shall be used for all distributions of excess
aggregate contributions for the Plan Year.  For Plan Years beginning
before January 1, 2006, and on or after January 1, 2008, income or loss
allocable to the period between the end of the respective Plan Year and the date
of distribution may be disregarded in determining income or loss on excess
aggregate contributions for such years.

       

      (iv)           Qualified Non-Elective
Contributions.  In lieu of distributing excess contributions as
provided above or excess aggregate contributions as provided above, the Company,
in its discretion, may make qualified non-elective contributions on behalf of
all Participants or all Participants who are non-Highly Compensated Employees,
in the Company's discretion, that are sufficient to satisfy either the Actual
Deferral Percentage test or the average contribution percentage test, or both,
pursuant to regulations under the Code.  “Qualified non-elective
contributions” means contributions (other than matching contributions or
qualified matching contributions) made by the Company and allocated to
Participants' Accounts that the Participants may not elect to receive in cash
until distributed from the Plan, that are nonforfeitable when made, and that are
distributable only in accordance with the distribution provisions that are
applicable to elective deferrals and qualified matching
contributions.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      (d)           Definitions.

       

      (i)           The
“Actual Contribution Percentage” for a specified group of Participants for a
Plan Year is the average of the ratios (calculated separately for each
Participant in such group) of the sum of the Participant contributions, matching
contributions, and qualified matching contributions (to the extent such
contributions are not taken into account for purposes of the Actual Deferral
Percentage test) made on behalf of the Participant for the Plan Year to the
Participant's Compensation for the entire Plan Year (whether or not the
Participant was a Participant for the entire Plan Year) or for the portion of
the Plan Year during which the Employee was a Participant in the Plan, as
determined by the Company for such Plan Year so long as such determination is
applied uniformly to all Participants under the Plan for such Plan
Year.  Matching and qualified matching contributions on behalf of any
Participant in any Plan Year include (A) in the discretion of the Company, all
qualified non-elective contributions or such qualified non-elective
contributions, as are necessary to meet the Actual Contribution Percentage test;
and (B) in the discretion of the Company, all elective deferrals made pursuant
to the Participant's deferral election or such elective deferrals as are
necessary to meet the Actual Contribution Percentage test (provided that the
Actual Deferral Percentage test is satisfied both with and without the exclusion
of these elective deferrals).  Such contribution percentage amounts
shall not include matching contributions that are forfeited either to correct
excess aggregate contributions or because the contributions to which they relate
are excess deferrals, excess contributions or excess aggregate
contributions.

       

      (ii)           “Compensation”
for purposes of this Section 4.13 only, will mean compensation as defined in
Code Section 2.1(ix) of this Plan prior to any elective deferrals under Section
4.1 of this Plan.

       

      (iii)           “Participant
Contribution” means any contribution made to the Plan by or on behalf of a
Participant that is included in the Participant's gross income in the year in
which made and that is maintained under a separate Account to which earnings and
losses are allocated.

       

      (iv)           “Matching
Contribution” means a Company contribution made to this or any other defined
contribution plan on behalf of a Participant on account of a Participant
contribution made by such Participant, or on account of a Participant's elective
deferral, under a Plan maintained by the Company.

       

      


      
        
          
             


          

          
            29

            
              

            

          

          
             


          

        

      

      


      ARTICLE
V

       

      DETERMINATION AND VESTING OF
PARTICIPANT ACCOUNTS

       

      Section
5.1. Determination of
Participants' Accounts.  (a) Allocation of
Contributions.  As of the last day of each calendar quarter the
Plan Committee shall allocate to the Account of each Participant (including a
Participant who terminates employment during the quarter) any amounts
contributed by the Employer to the Trust on behalf of such Participant under
Section 4.2 of this Plan for the calendar quarter then
ended.  Forfeitures under Section 7.3 of this Plan shall be allocated
along with Employer contributions during the first calendar quarter after the
end of the year in which the forfeitures occur.  The maximum
allocation under this Section 5.1(a) to any Participant for any Plan Year shall
not exceed 10% of such Participant's Compensation.  Voluntary
contributions and elective deferrals under Section 4.1 of this Plan shall be
allocated to the Account of the Participant making such
contribution.

       

      (b)           Allocation of Earnings,
Losses and Changes in Fair Market Value of the Net Assets of the Trust Fund;
Allocation of Qualifying Employer Securities.  Each class
(whether Class A or Class B) of Qualifying Employer Securities shall be
allocated to the Accounts of Participants as of the end of each biweekly payroll
period or as of the end of each calendar quarter after acquired by the Trust
Fund in the ratio that contributions under Section 4.1 of this Plan made to each
Account in the calendar quarter bear to the total contributions under that
Section 4.1 made to all Accounts for the calendar quarter.  Any
dividends, cash or stock, paid on Qualifying Employer Securities shall be
allocated along with the Qualifying Employer Securities on which they are
paid.  Once Qualifying Employer Securities are allocated to a
Participant's Accounts, any dividends, cash or stock, paid on such allocated
securities shall be allocated directly to such Accounts.  Earnings and
losses of the Trust Fund (other than on Qualifying Employer Securities) shall be
computed and allocated to the Participants in the ratio which the total dollar
value of the Account (whether or not vested and excluding Qualifying Employer
Securities) of each Participant in the Trust Fund bears to the aggregate dollar
value of the Accounts (excluding Qualifying Employer Securities) of all
Participants as of the annual computation date.  Only Participants in
the Plan on the last day of the Plan Year shall share in the allocation of
earnings, losses and changes in fair market value of the net assets of the Trust
Fund (other than Qualifying Employer Securities) for that
year.  Losses and declines in value of Participants' Accounts will not
be considered to be a forfeiture.

       

      (c)           Participant
Accounts.  The Plan Committee shall maintain an Account for
each Participant showing the number of shares allocated to his Account in the
Trust Fund as of the last previous annual computation date attributable to any
contributions made by the Employer, including any Employer contributions for the
year ending on such date.  This Account shall be known as the Employer
contributions Account.  Separate Accounts also shall be kept, showing
the voluntary and elective deferral contributions of each Participant, shares
allocated, and the earnings, losses and changes in fair market value
thereof.  The Plan Committee shall distribute, or cause to be
distributed, to each Participant at least annually a written statement setting
forth the value of such Participant's Accounts as of the last day of the Plan
Year, and such other information as the Plan Committee shall
determine.  Qualifying Employer Securities shall be valued at the mean
between dealer “bid” and “ask” closing prices of the stock in the
over-the-counter market as reported by the National Association of Securities
Dealers, Inc., or in the “pink sheets” published by the National Quotation
Bureau, Inc.  Valuations of Qualifying Employer Securities that are
not readily tradable on an established securities market shall be made by an
independent appraiser.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      (d)           Valuation
Dates.  The Valuation Date of the Trust Fund shall be the last
day of each Plan Year, and such other dates as determined by the Committee, at
which time the Plan Committee shall determine the value of the net assets of the
Trust Fund (i.e., the value of all the assets of the Trust Fund at their then
current fair market value, less all liabilities) and the value of contributions
by each Employer and all Participants for such year.

       

      (e)           Computation
Dates.  The Plan Committee shall compute the value of each
Participant's Account annually on the last day of each Plan Year and shall base
such computations on the valuation of the assets in the Trust Fund on the
Valuation Date coincident with such date.  Upon direct distribution
under Section 7.2(a) of this Plan, the Plan Committee shall make a special
computation by which it shall adjust the value of such Participant's Account to
reflect the values determined as of the most recent Quarterly Anniversary Date
prior to the occurrence of such direct distribution.  The value of his
Account as so adjusted shall be the amount which the Plan Committee shall use in
determining the amount which shall be distributable to such
Participants.  The Plan Committee shall be under no obligation to
compute the value of any Participant's Account more than once annually, unless
an event occurs which requires the direct distribution of any part of a
Participant's Account, in which case the Plan Committee shall compute the
Account of such Participant as provided above and, in its discretion, may
compute the Account of each Participant.  To the extent Qualifying
Employer Securities have been allocated to the Account of any Participant, the
Plan Committee may distribute such Qualifying Employer Securities in kind
without a special computation of value.

       

      (f)           Suspense Account for
Unallocated Amounts.  If the amount to be allocated to any
Participant's Account would exceed the contribution limitations of Sections 4.9
or 4.10 of this Plan, a separate suspense Account shall be established to hold
such unallocated amounts for any year or years provided that:  (i) no
Employer contributions may be made at any time when their allocations would be
precluded by Section 415 of the Code; (ii) investment gains and losses and other
income are not allocated to the suspense Account; and (iii)  the
amounts in the suspense Account are allocated under Section 5.1(a) of this Plan
as of each allocation date on which such amounts may be allocated until the
suspense Account is exhausted.  In the event of Plan termination, the
balance of such suspense Account may revert to the Company, subject to
regulations governing such reversion.

       

      
        
          
          

        

        
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      Section
5.2. Vesting of Participants'
Accounts.  (a) General
Rules.  If any Participant reaches his Normal Retirement Age,
dies, or suffers Total Disability while a Participant, his entire Account shall
become fully vested without regard to the number of years of service such
Participant has had with the Employer.  Any Account whether vested or
forfeitable shall become payable to a Participant or his beneficiaries only to
the extent provided in this Plan.  A Participant or former Participant
who has designated a Beneficiary and who dies shall cease to have any interest
in this Plan or in his Account, and his Beneficiary shall become entitled to
distribution of the Participant's Account under this Plan and not as a result of
any transfer of the interest or Account.  A Participant's Account
attributable to his own contributions or attributable to a rollover contribution
shall be fully vested at all times.

       

      (b)           Vesting
Schedule.  A Participant shall have a vested interest in the
portion of his Account attributable to Employer contributions, in accordance
with the following schedule:

       

      Percentage of Account

      Years of
Service                                                                                Which is
Vested

                 Fewer
than
1                                                                                               
 0

           1 or more but fewer than
2                                                                            20

           2 or more but fewer
than
3                                                                            30

           3 or more but fewer
than
4                                                                            45

           4 or more but fewer
than
5                                                                            60

           5 or more but fewer
than
6                                                                            80

                
6 or
more                                                                                                  100

      


      Section
5.3. Full Vesting Upon
Termination or Partial Termination of Plan or Upon Complete Discontinuance of
Employer Contributions.  Upon the termination or partial
termination of this Plan or upon complete discontinuance of Employer
contributions, the Accounts of all Participants affected, as of the date such
termination, partial termination, or complete discontinuance of Employer
contributions occurred, shall be fully vested.

       

      Section
5.4. Service Included in
Determination of Vested Accounts.  All years of service with
the Company and any Associated Company shall be included for the purpose of
determining a Participant's vested Account under Section 5.2 of this Plan,
except years of service excluded by reason of a Break in Service under Section
5.5 of this Plan.

       

      Section
5.5. Effect of Break in Service
on Vesting.  With respect to a Participant who has five or more
consecutive one-year breaks in service, years of service after such Break in
Service shall not be taken into account for purposes of computing the
Participant's vested Account balance attributable to Employer contributions made
before such five or more year period.

       

      Section
5.6. Effect of Certain
Distributions.  (a)  Participant
Contributions.  The provisions of this Section 5.6 shall not
apply to any Participant contributions (including elective deferrals) or
rollover contributions.

       

      b)           Repayment of
Distribution.  A Participant who terminates participation for
any reason other than retirement, disability, or death while any portion of his
Account in the Trust Fund is forfeitable and who receives a distribution of his
vested Account attributable to Employer contributions shall have the right to
pay back such distribution to the Plan.  Such repayment may be made
(i) only if the Participant has returned to the employ of the Company or any
Associated Company, and (ii) before the earlier of the date which is five years
after the date the Participant is re-employed by the Employer, or the date on
which the Participant experiences any five consecutive one-year breaks in
service commencing after the distribution.  Repayment of a
Participant's Account attributable to his elective deferral contributions, if
any, shall not be permitted under this Section 5.6.  A Participant who
desires to make repayment of a distribution under this Section 5.6(b) shall make
repayment directly to the Plan Committee.  If a Participant repays a
distribution under this section, the value of his Account shall be the amount of
his Account prior to distribution, unadjusted for any subsequent gains or
losses.  The amount of the Participant's Account that was forfeited
previously shall be restored from one or more of the following sources, at the
discretion of the Plan Committee:  income or gain to the Plan,
forfeitures or Employer contributions.

       

      
        
          
          

        

        
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      (c)           Forfeiture of Account When
Repayment of Distribution Is Not Made.  If distribution is made
to a Participant and he does not repay such distribution under the terms of
Section 5.6(b) of this Plan when the time limit for repayment expires under
Section 5.6(b) above, the Participant shall forfeit the entire portion of his
nonvested Account (as adjusted for gains and losses) which was not distributed
to him.  The Account shall be unadjusted for any increase in vesting
for service completed during the repayment period.

       

      


      
        
          
             


          

          
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      ARTICLE
VI

       

      RETIREMENT DATE, DESIGNATION
OF BENEFICIARY

       

      Section
6.1. Normal Retirement
Date.  On the last date of the quarter in which a Participant
attains his Normal Retirement Age, for purposes of this Plan he shall be
entitled to retire voluntarily.  The Employer may continue to employ a
Participant after he has attained his Normal Retirement Age with the consent of
such Participant.  At any time thereafter such Participant may
retire.  Until retirement, a Participant shall continue to participate
in the Plan unless he elects otherwise.  A Participant who has
completed 10 years of service with any Employer or combination of Employers may
elect to retire for purposes of this Plan on the last day of any quarter during
the 5-1/2 years prior to his Normal Retirement Age upon application to and
approval by the Plan Committee.  In no event may a Participant receive
a distribution attributable to Employer contributions prior to termination of
the Participant's employment except upon retirement for purposes of this
Plan.

       

      Section
6.2. Designation of
Beneficiary.  A Participant's full vested Account balance shall
be payable upon the death of the Participant, to the Participant's surviving
spouse or to his designated Beneficiary if there is no surviving spouse or if
the spouse consents to such Beneficiary designation in writing.  This
spousal consent shall acknowledge the effect of such consent and shall be
witnessed by a Plan Committee member or a notary public.  If there is
no surviving spouse or in the case of a spousal election not to receive the
Account, a Participant shall designate a Beneficiary to receive his Account in
the Trust Fund upon his death on the form prescribed by and delivered to the
Plan Committee. The Participant shall have the right to change or revoke a
designation at any time by filing a new designation or notice of revocation with
the Plan Administrator.  No notice to any Beneficiary other than the
spouse nor consent by any Beneficiary other than the spouse shall be required to
effect any change of designation or revocation.  If a Participant
fails to designate a Beneficiary before his death, or if no designated
Beneficiary survives the Participant, the Plan Committee shall direct the
Trustee to pay his Account in the Trust Fund to his surviving spouse, or if
none, to his personal representative.  If no personal representative
has been appointed actual notice of such is given to the Plan Committee within
60 days after the Participant's death, and if his Account does not exceed
$5,000, the Plan Committee may direct the Trustee to pay his Account to such
person as may be entitled to it under the laws of the state where such
Participant resided at the date of his death.  In such case, the Plan
Committee may require such proof of right or identity from such person as the
Plan Committee may deem necessary.

       

      Section
6.3. Participant or Beneficiary
Whose Whereabouts Are Unknown.  In the case of any Participant
or Beneficiary whose whereabouts are unknown, the Plan Committee shall notify
such Participant or Beneficiary at his last known address by certified mail with
return receipt requested advising him of his right to a pending
distribution.  If the Participant or Beneficiary cannot be located in
this manner, the Plan Committee shall direct the Trustee to establish a
custodial Account for such Participant or Beneficiary for the purpose of holding
the Participant's Account until it is claimed by the Participant or Beneficiary
or until proof of death satisfactory to the Plan Committee is received by the
Plan Committee.  If such proof of death is received, the Plan
Committee shall direct the Trustee to distribute the Participant's Account in


       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

         

        accordance with the
provisions of Section 6.2 of this Plan.  Any Trustee fees or other
administrative expenses attributable to a custodial Account established and
maintained under this section shall be charged against such
Account.

      

       

      


      
        
          
             


          

          
            35

            
              

            

          

          
             


          

        

      

      


      ARTICLE
VII

       

      DISTRIBUTION FROM TRUST
FUND

       

      Section
7.1. When Accounts Become
Distributable and Effect of Distribution.  If a Participant
dies, suffers Total Disability, retires, or terminates his employment for any
other reason, the portion of this vested Account attributable to Employer
contributions, to Participant contributions, and to any rollover contributions
shall be distributable under Section 7.2 of this Plan.  When the
Participant's Account becomes distributable, such Participant shall cease to
have any further interest or participation in the Trust Fund or any subsequent
accruals or contributions to the Trust Fund except as provided
below:  (i) a Participant shall retain the right to receive
distribution of his Account as determined at the last prior regular computation
or upon the special computation as determined under Section 5.1 of this Plan;
and (ii) except as provided in Section 5.1 of this Plan, a Participant who makes
contributions during any quarter shall retain the right to receive his share in
the Employer's contribution allocated to his Account for such
quarter.

       

      Section
7.2. Distribution of
Account.  (a)  Notification of Trustee and
Nature of Distribution.  As soon as administratively feasible
after a Participant's vested Account is distributable, the Plan Committee shall
notify the Trustee in writing of the Participant's name and address, the amount
of his vested Account which is distributable, the reason for its being
distributable and the permissible manner of distribution.  A
Participant's Account shall be distributed in cash or Qualifying Employer
Securities at the election of the Participant, provided that Qualifying Employer
Securities shall be distributed to a Participant who makes a written demand for
such to the Plan Committee.  Cash always may be distributed in lieu of
fractional shares.

       

      (b)           Distribution Upon Retirement
and Upon Total Disability.  Except as provided in Section 7.5,
if a Participant's Account becomes distributable upon his Termination of
Employment with the Employer because such Participant has attained retirement
age or because of his Total Disability, the Trustee shall pay such Participant's
Account as soon as administratively feasible following the Participant's
Termination of Employment in (i) one lump sum distribution, or (ii)
substantially equal annual installments over a period not to exceed five
years.  If he dies before receiving all of his vested Account, the
remaining installments shall be paid to his Beneficiary under this Section
7.2.  Any payments received as disability benefits under this Plan are
intended to qualify as distribution from an accident and health Plan as
described in the Code.

       

      (c)           Distribution Upon
Death.  Except as provided in Section 7.5, if a Participant's
Account becomes distributable because of his death, his Beneficiary may elect to
receive such Participant's Account, commencing as soon as administratively
feasible following the Participant's death in (i) one lump sum distribution, or
(ii) substantially equal annual installments over a period not to exceed five
years. If the Beneficiary dies before receiving all of the Participant's vested
Account, the remaining payments shall be made to the contingent Beneficiary, if
any.  If the Participant has not designated a Beneficiary, or if he
has designated a Beneficiary who dies and the Participant has not designated a
contingent Beneficiary, the Participant's vested Account, or the undistributed
portion of it, shall be paid in a lump sum under Section 6.2 of this
Plan.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      (d)           Distribution Upon Other
Termination of Employment.  Except as provided in Section 7.5,
if a Participant's Account becomes distributable upon his Termination of
Employment for any reason other than attainment of retirement age, disability,
or death, the Trustee shall pay such Participant's Account to the Participant,
in one lump sum distribution as soon as administratively feasible following
Participant's Termination of Employment and election to receive a distribution
in accordance with Section 7.2(f). The vested Account of a Participant who has
satisfied the years of service requirement for early retirement under Section
6.1 of this Plan, but who terminates employment prior to the early retirement
age may be distributed, at the option of the Participant, as soon as
administratively feasible following the date on which the Participant attains
early retirement age, if such date is earlier than the date on which this
Account otherwise would be distributable.  If the Participant dies
prior to receiving all of his vested Account, the remainder shall be distributed
to his Beneficiary under this Section 7.2.

       

      (e)           Distribution for Rollover
Transactions and Eligible Rollover Distributions.

       

      (i)           Notwithstanding
any other provision of this Section 7.2, a Participant whose Account becomes
distributable may request that the Plan Committee direct the Trustee to
distribute the entirety of the Participant's vested Account in a single payment
to the Participant for the purpose of transferring such Account upon Termination
of Employment to another plan in a rollover transaction.  A
Participant may not rollover the portion of his Account considered contributed
by the Participant, which includes all Participant contributions other than
elective deferrals.  A rollover contribution may include all or any
portion of any prior rollover contributions, any earnings, losses, and changes
in the fair market value of the portion of a Participant's Account attributable
to his own contributions and the portion of a Participant's vested Account
attributable to elective deferrals and Employer contributions.  The
Participant shall make such rollover request in writing and shall provide such
information to the Plan Committee as the Plan Committee requests, including the
name of the plan to which his interest is to be transferred and the name and
address of the sponsor and the Trustee of the new plan, when
applicable.

       

      (ii)           Notwithstanding
any provision of the Plan to the contrary that otherwise would limit a
Participant's distribution election under this Article, a Participant may elect,
at the time and in the manner prescribed by the Plan Committee, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the Participant in a direct rollover.  An
eligible rollover distribution is any distribution of all or any portion of the
balance to the credit of the Participant, except that an eligible rollover
distribution does not include (A) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; (B) any
distribution to the extent such distribution is required under Code Section
401(a)(9); and (C) the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).  An eligible
retirement plan is an individual retirement account described in Code Section
408(a), an individual retirement annuity described in Code Section 408(b), an
annuity plan described in Code Section 403(a), or a qualified trust described in
Code Section 401(a), that accepts the distributee's eligible rollover
distribution.  However, in the case of an eligible rollover
distribution to a surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.  A distributee
includes an Employee or former Employee.  In addition, the Employee's
or former Employee's surviving spouse and the Employee's or former Employee's
spouse or former spouse who is the alternate payee under a qualified domestic
relations order, as defined in Code Section 414(p), are distributees with regard
to the interest of the spouse or former spouse.  A direct rollover is
a payment by the Plan to the eligible retirement plan specified by the
distributee.  The Committee may establish procedures for the
distribution of eligible rollover distributions, including any limitations on
the amount eligible for a rollover distribution, to the extent permitted by
law.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      (f)           Distribution of a
Participant's Contributions.  Notwithstanding any other
provision of Section 7.2 of this Plan, but subject to the rules of Section 7.5
of this Plan; if a Participant terminates employment for any reason, he shall
receive distribution in one lump sum of his Account in the Trust Fund
attributable to Participant contributions and the earnings, losses, and changes
in fair market value of such contributions if he makes written demand for them
upon the Plan Committee.  If a Participant so requests, distribution
of his Account attributable to Participant contributions shall be made as soon
as administratively feasible following his election.  Any amount
attributable to Participant contributions not distributed under this Section
7.2(f) shall be distributed along with Employer contributions.

       

      (g)           Optional Forms of Benefits
for Transferred Assets.  Notwithstanding any provision of this
Plan to the contrary, to the extent that any optional form of benefit under this
Plan permits a distribution prior to the employee's retirement, death,
disability, or severance from employment, and prior to Plan termination, the
optional form of benefit is not available with respect to benefits attributable
to assets (including the post-transfer earnings thereon) and liabilities that
are transferred, within the meaning of section 414(1) of the Internal Revenue
Code, to this Plan from a money purchase pension plan qualified under section
401(a) of the Internal Revenue Code (other than any portion of those assets and
liabilities attributable to voluntary employee contributions).

       

      Section
7.3. Disposition of Forfeitable
Account on Termination of Employment.  If a Participant's
employment is terminated for any reason other than retirement, death, or Total
Disability, while any part of his Account in the Trust Fund is forfeitable, then
that portion of his Account which is forfeitable shall be forfeited by him on
the earlier of the date the Participant receives distribution or the date which
he experiences five consecutive one-year breaks in service.  If a
Participant would have received a distribution under the preceding sentence but
for the fact that the Participant’s vested Account balance exceeded $5,000 when
the Participant terminated employment and if at a later time such Account
balance is reduced such that if it is not greater than $5,000, the Participant
will receive a distribution of such Account balance and the nonvested portion
will be treated as a forfeiture.  If the value of a Participant's
vested Account balance is zero upon the Participant's termination of employment,
the Participant will be deemed to have received a distribution of the vested
Account balance immediately upon such termination of employment.  If a
Participant who has received a distribution of less than his or her entire
Account upon termination of employment is reemployed prior to five consecutive
one-year breaks in service, the forfeited Account will be restored from income
or gains to the Plan, forfeitures, or Company contributions, at the discretion
of the Plan Committee, if the Participant repays the distributed amount to the
Plan pursuant to section 5.6(b).  Any amount forfeited will remain in
the Trust Fund and will be allocated as provided in Section 5.1 of this
Plan.

       

      
        
          
          

        

        
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      Section
7.4. Assignment of
Benefits.  (a)  General
Rules.  Except as provided in this Section 7.4 and under Code
Section 401(a)(31)(c), all amounts payable by the Trustee shall be paid only to
the person entitled to them, and all such payments shall be paid directly to
such person and not to any other person or corporation.  Such payments
shall not be subject to the claim of any creditor of a Participant, nor shall
such payments be taken in execution by attachment or garnishment or by any other
legal or equitable proceedings.  No person shall have any right to
alienate, anticipate, commute, pledge, encumber, or assign any payments or
benefits which he may expect to receive contingently or otherwise, under this
Plan, except the right to designate a Beneficiary or beneficiaries; provided,
that this Section 7.4 shall not affect, restrict, or abridge any right of setoff
or lien which the Trust may have by law.

       

      (b) Qualified Domestic Relations
Orders.

       

      (i)           Section
7.4(a) of this Plan shall not apply with respect to payments in accordance with
the requirements of a qualified domestic relations order.  A qualified
domestic relations order creates or recognizes the existence of an alternate
payee's right to, or assigns to an alternate payee the right to, receive all or
a portion of the benefits otherwise payable to a Participant under the
Plan.  A domestic relations order means any judgment, decree, or order
(including approval of a property settlement agreement) that relates to the
provision of child support, alimony payments, or marital property rights to a
spouse, former spouse, child, or other dependent of a Participant, and is made
pursuant to a state domestic relations law (including a community property
law).  To qualify, the domestic relations order must:

       

      (A)           Clearly
state the name and last known mailing address of the Participant and the name
and mailing address of each alternate payee covered by the order;

       

      (B)           Clearly
state the amount or percentage of the Participant's benefits to be paid by the
Plan to each alternate payee, or the manner in which the amount or percentage is
to be determined;

       

      (C)           Clearly
state the number of payments or period to which the order applies;

       

      (D)           Identify
each Plan to which the order applies;

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      (E)           Not
require the Plan to provide any type or form of benefits, or any option, not
otherwise provided under the Plan;

       

      (F)           Not
require the Plan to provide increased benefits (determined on the basis of
actuarial value); and

       

      (G)           Not
require the payment of benefits to an alternate payee that are required to be
paid to another alternate payee under another order previously determined to be
a qualified domestic relations order.

       

      (ii)           In
the case of any distribution before a Participant has separated from service, a
qualified domestic relations order shall not fail to meet the requirements of
Section 7.4(b)(i)(E) of this Plan solely because such order requires that
payment of benefits be made to an alternate payee (A) on or after the date the
Participant attains the earliest retirement age, (B) as if the Participant had
retired on the date on which such payment is to begin under such order, and (C)
in any form in which benefits may be paid under the Plan to the Participant
(other than in the form of a qualified joint and survivor annuity with respect
to the alternate payee and his subsequent spouse).  Payment of
benefits before Termination of Employment solely by reason of payments to an
alternate payee under a qualified domestic relations order shall not be deemed
to be a violation of Code Section 401(a) or (k).

       

      (c)           Definitions.

       

      (i)           “Alternate
payee” means any spouse, former spouse, child, or other dependent of a
Participant who is recognized by a qualified domestic relations order as having
a right to receive all, or a portion of, the benefits payable under a Plan with
respect to such Participant.

       

      (ii)           “Earliest
retirement age” means the earlier of:

       

      (A)           The
date on which the Participant is entitled to a distribution under the Plan;
or

       

      (B)           The
later of the date the Participant attains age 50, or the earliest date on which
the Participant could begin receiving benefits under the Plan if the Participant
had separated from service.

       

      Section
7.5. Other Rules for Distribution
of Fund.  (a) Vested Accounts and Consent
to Distribution.  No life annuity may be purchased or
distributed under this Plan and no amount (taking into consideration both
Employer and Employee contributions) may be distributed to a Participant prior
to age 65 unless the amount is distributed in a lump sum that does not exceed
$1,000 (determined by including that portion of the Account balance that is
attributable to rollover contributions and earnings allocable thereto within the
meaning of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16)), or the Participant consents in writing to the distribution. Unless
the Participant elects otherwise, distribution must commence not later than 60
days after the end of the Plan Year in which a Participant attains Normal
Retirement Age or actually retires, whichever is later.  Unless
otherwise elected by the Participant, distributions must commence no later than
one year after the close of the Plan Year in which occurs the latest of the
Participant’s Termination of Employment because of death, disability or Normal
Retirement Age, or the fifth Plan Year following the Participant’s separation
from service; provided, however, that if securities held in a Participant’s
Account were purchased with the proceeds of a loan that has not been repaid in
full, distributions may be delayed until the end of the Plan Year during which
the loan is repaid in full.  The Participant’s Account must be
distributed over a period not longer than five years or, five years plus one
additional year (but not more than five additional years) for each $100,000 of
Account balance in excess of $500,000.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      In the event of any mandatory distribution
greater than $1,000, 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 in accordance with
Section 7.2, then the Plan Administrator will pay the distribution in a direct
rollover to an individual retirement plan designated by the Plan
Administrator.

       

      (b)           Distribution
Rules.  Notwithstanding any other provisions of this Plan, the
following distribution rules shall apply and the provisions of this Section
shall apply to calendar years beginning after December 31, 2002:

       

      (i)           General
Rules:  The Plan will apply the minimum distribution
requirements of Code Section 401(a)(9) in accordance with the regulations under
Code Section 401(a)(9).

      


      (ii)           Time and Manner of
Distribution:

      


      (A)           Required Beginning
Date:  The Participant’s entire interest will be distributed,
or begin to be distributed, to the Participant no later than the Participant’s
required beginning date.

      


      (B)           Death of Participant Before
Distributions Begin:  If the Participant dies before
distributions begin, the Participant’s entire Account will be distributed, or
begin to be distributed, no later than as follows:

      


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

      


      (2)           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.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      
 

      (3)           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.

      


      (4)           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 are required to begin, this Section
7.5(b)(ii)(B), other than Section 7.5(b)(ii)(B)(1), will apply as if the
surviving spouse were the Participant.

      


      For purposes of
this Section 7.5(b)(ii)(B) and Section 7.5(b)(iv), unless Section
7.5(b)(ii)(B)(4) applies, distributions are considered to begin on the
Participant’s required beginning date.  If section 7.5(b)(ii)(B)(4)
applies, distributions are considered to begin on the date distributions are
required to begin to the surviving spouse under Section 7.5(b)(ii)(B)(1). If
distributions under an annuity purchased from an insurance company irrevocably
commence to the Participant before the Participant’s required beginning date (or
to the Participant’s surviving spouse before the date distributions are required
to begin to the surviving spouse under Section 7.5(b)(ii)(B)(1)), the date
distributions are considered to begin is the date distributions actually
commence.

      


      (C)           Forms of
Distribution:  A Participant’s interest will be distributed in
accordance with Section 7.5(b) as of the first distribution calendar year,
unless Sections 7.5(b)(iii) and 7.5(b)(iv) provide for more expedient
distributions, in which case, distributions will be made in accordance with
Sections 7.5(b)(iii) and 7.5(b)(iv).  If the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Code Section 401(a)(9) and the regulations.

      


      (iii) Required Minimum
Distributions During Participant’s Lifetime.

      


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

      


      (1)           the
quotient obtained by dividing the Participant’s Account balance by the
distribution period in the Uniform Lifetime Table set forth in Treasury
Regulation Section 1.401(a)(9)-9, Q&A-2, using the Participant’s age as of
the Participant’s birthday in the distribution calendar year; or

       

      
        
          
          

        

        
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      (2)           if
the Participant’s sole designated Beneficiary for the distribution calendar year
is the Participant’s spouse, the quotient obtained by dividing the Participant’s
Account balance by the number in the Joint and Last Survivor Table set forth in
Treasury Regulation Section 1.401(a)(9)-9, Q&A-3, using the Participant’s
and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the
distribution calendar year.

      


      (B)           Lifetime Required Minimum
Distributions Continue Through Year of Participant’s
Death:  Required minimum distributions will be determined under
this Section 7.5(b)(iii) beginning with the first distribution calendar year and
continuing up to, and including, the distribution calendar year that includes
the Participant’s date of death.

      


      (iv) Required Minimum
Distributions After Participant’s Death.

      


      (A)           Death On or After Date
Distributions Begin:

      


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

      


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

      


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

      


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

       

      
        
          
          

        

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

      


      (B)           Death Before Date
Distributions Begin.

      


      (1)           Participant Survived by
Designated Beneficiary:  If the Participant dies before the
date distributions begin and there is a designated Beneficiary, the minimum
amount that will be distributed for each distribution calendar year after the
year of the Participant’s death is the quotient obtained by dividing the
Participant’s account balance by the remaining life expectancy of the
Participant’s designated Beneficiary, determined as provided in Section
7.5(b)(iv)(A).

      


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

      


      (3)           Death of Surviving Spouse
Before Distributions to Surviving Spouse Are Required to Begin: If the
Participant dies before the date distributions begin, the Participant’s
surviving spouse is the Participant’s sole designated Beneficiary, and the
surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 7.5(b)(ii)(B)(1), this Section 7.5(b)(iv)(B) will
apply as if the surviving spouse were the Participant.

      


      (v)           Definitions.

      


      (A)           Designated
Beneficiary: The individual who is designated by the Participant (or the
Participant’s surviving spouse) as the Beneficiary of the Participant’s Account
under the Plan and who is the designated Beneficiary under Code Section
401(a)(9) and Treasury Regulation Section 1.401(a)(9)-4.

       

      
        
          
          

        

        
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      (B)           Distribution Calendar
Year:  A calendar year for which a minimum distribution is
required. For distributions beginning before the Participant’s death, the first
distribution calendar year is the calendar year immediately preceding the
calendar year which contains the Participant’s required beginning
date.  For distributions beginning after the Participant’s death, the
first distribution calendar year is the calendar year in which distributions are
required to begin under Section 7.5(b)(ii)(B). The required minimum distribution
for the Participant’s first distribution calendar year will be made on or before
the Participant’s required beginning date. The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant’s required beginning
date occurs, will be made on or before December 31 of that distribution calendar
year.

      


      (C)           Life
Expectancy:  Life expectancy as computed by use of the single
life table in Treasury Regulation Section 1.401(a)(9)-9, Q&A-1.

      


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

      


      (E)           Required Beginning
Date:   The required beginning date of a Participant is
April 1 of the calendar year following the later of the calendar year in which
the Participant attains age 701⁄2 or the calendar year in which the Participant
retires, except that benefit distributions to a Five Percent Owner must commence
by April 1 of the calendar year following the calendar year in which the
Participant attains age 701⁄2.

      


      (F)           Five Percent
Owner:  A Participant is treated as a Five Percent Owner for
purposes of this Section, if such Participant is a Five Percent Owner at any
time during the Plan Year ending with or within the calendar year in which such
owner attains age 701⁄2.  Once distributions have begun to a Five
Percent Owner under this Section, they must continue to be distributed, even if
the Participant ceases to be a Five Percent Owner in a subsequent
year.

       

      
        
          
          

        

        
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      (vi)           Spouse, Trust for Benefit of
Spouse, or Estate As Beneficiary.  If distribution prior to a
Participant's death has not commenced or has commenced as installment payments
from the Trust Fund and if the Participant designates his spouse, a trust for
the benefit of his spouse, or his estate as his Beneficiary, the provisions of
this subsection shall apply, subject to the limitations in this Section
7.5:

      


      (A)           Spouse As
Beneficiary.  If a Participant designates his spouse as his
Beneficiary, upon the death of the Participant the spouse shall elect (1) to
receive the entire Account of the Participant in a lump sum distribution, or (2)
to receive payment of the Account in installments as provided in Section
7.5(vi)(E) of this Plan. In the absence of an election by the spouse, the
Participant's Account shall be distributed to the spouse in a lump sum within a
period of time that satisfies the requirements of this
section.  Notwithstanding any other provisions of this Plan, the
spouse at any time may direct the Trustee to distribute all or any part of the
Account to the spouse, or may request that the Trustee segregate the Account
from the remainder of the Trust Fund and invest it in the manner that the spouse
specifies.  The Trustee, in its sole discretion, shall determine on a
nondiscriminatory basis whether to permit such segregation.

      


      (B)           QTIP Trust As
Beneficiary.  If a Participant designates as his Beneficiary a
qualified terminable interest property “QTIP” trust for the benefit of his
spouse, upon the death of the Participant the Trustee of the QTIP trust shall
elect for the QTIP trust (1) to receive the entire Account of the Participant in
a lump sum distribution, or (2) to receive payment of the Account in
installments as provided in Section 7.5(vii)(E) of this Plan. In the absence of
an election by the QTIP Trustee, the Participant's Account shall be distributed
to the QTIP trust in a lump sum within a period of time that satisfies the
requirements of this Section 7.5.  Notwithstanding any other
provisions of this Plan, the spouse at any time may direct the Trustee to
distribute all or any part of the Account to the QTIP trust, or may request that
the Trustee segregate the Account from the remainder of the Trust Fund and
invest it in the manner that the QTIP Trustee specifies.  The Trustee,
in its sole discretion, shall determine on a nondiscriminatory basis whether to
permit such segregation.

      


      (C)           General Power of Appointment
Trust As Beneficiary.  If the Participant designates as his
Beneficiary a trust over which his spouse has a general power of appointment,
upon the death of the Participant the spouse shall elect (1) for such trust to
receive the entire Account of the Participant in a lump sum distribution, or (2)
for such trust to receive payment of the Account in installments as provided in
Section 7.5(vi)(E) of this Plan.  In the absence of an election by the
spouse, the Participant's Account shall be distributed to such trust in a lump
sum within a period of time that satisfies the requirements of this
section.  Notwithstanding any other provisions of this Plan, the
spouse at any time may direct the Trustee to distribute all or any part of the
Account to the general power of appointment trust, or may request that the
Trustee segregate the Account from the remainder of the Trust Fund and invest it
in the manner that the spouse specifies.  The Trustee, in its sole
discretion, shall determine on a nondiscriminatory basis whether to permit such
segregation.

       

      
        
          
          

        

        
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      (D)           Estate As
Beneficiary.  If the Participant designates his estate as his
Beneficiary with a specific bequest of his income in respect of decedent to his
spouse, upon the death of the Participant the personal representative of the
Participant (or the successor of the personal representative) shall elect (1) to
receive the entire Account of the Participant in a lump sum distribution, or (2)
for the spouse to receive payment of the Account in installments as provided in
Section 7.5(vi)(E) of this Plan.  In the absence of an election by the
personal representative (or his successor), the Participant's Account shall be
distributed to the personal representative (or his successor) in a lump sum
within a time period that satisfies the requirements of this
section.  Notwithstanding any other provisions of this Plan, the
personal representative (or his successor) at any time may direct the Trustee to
distribute all or any part of the Account, or may request that the Trustee
segregate the Account from the remainder of the Trust Fund and invest it in the
manner that the personal representative (or his successor)
specifies.  The Trustee, in its sole discretion, shall determine on a
nondiscriminatory basis whether to permit such segregation.

      


      (E)           Installment
Distributions.  If installment payments of the Participant's
Account are elected under this section, the person making the election shall
specify the amount of the payments and when they shall be made, provided that
payment must be made no less frequently than annually.  The total
installment payments each year shall equal the greater of (1) all income from
the Account, or (2) the minimum permissible annual payment under this Section
7.5, and shall be limited as provided under Section 7.2(c) of this
Plan.  If a spouse elects installment payments, such spouse shall
determine who shall receive the amounts, if any, payable under such installment
election after such spouse's death.

      


      Section
7.6. Withdrawals.  (a)
Employer
Contributions.  Upon completing the requirements for early
retirement provided in Section 6.1 of this Plan, a Participant may elect to
retire for purposes of this Plan and may request withdrawal from the Trust Fund
of all or any portion of his Account attributable to Employer contributions
valued as of the most recent preceding Valuation Date.  If a
Participant does make such a withdrawal, he shall not be eligible to participate
in the Plan again and he shall forfeit all income which otherwise would have
been credited to his Account on the last day of the year in which he makes a
withdrawal of Employer contributions.  His Account shall be credited
or charged with any realized or unrealized gains or losses on such date as
though no such withdrawal had occurred.

       

      
        
          
          

        

        
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      (b)           Voluntary
Contributions.  At any time a Participant may request
withdrawal of all or any part of his Account attributable to voluntary
contributions.  A Participant desiring such a withdrawal shall file a
written request with the Plan Committee at least two weeks before the date on
which withdrawal is to be made.  The Participant shall specify the
date of withdrawal in his request which date shall be the end of a calendar
quarter and that date shall be the withdrawal date for all purposes of this Plan
whether or not he actually receives his distribution on that
date.  The Plan Committee then shall direct the Trustee to distribute
the amount requested to the Participant.  The Trustee shall distribute
the withdrawn contributions as soon as reasonably possible after the withdrawal
date.  A Participant who makes withdrawal of any portion of his
Account under this Section 7.6(b) may not contribute to the Trust Fund under
Section 4.1 of this Plan until the first calendar quarter commencing six months
after withdrawal is made.  Any expenses attributable to any withdrawal
under this Section 7.6(b) shall be charged to the Account of the Participant
requesting the withdrawal.  Vested benefits under the Plan may not be
forfeited because a Participant withdraws his voluntary
contributions.

       

      (c)           Salary
Reductions and Rollover Contributions.  A Participant may withdraw his
elective deferral contributions to this Plan (but excluding any earnings,
losses, and changes in fair market value of such contributions in the case of a
hardship withdrawal), as reflected in his Account attributable to elective
deferrals, upon either completing the requirements for early retirement under
Section 6.1 of this Plan or upon serious financial hardship, as defined
below.  A Participant may withdraw any Rollover contributions made
under Section 4.7 (including any earnings, losses, and changes in fair market
value of such rollover contributions) upon serious financial hardship, as
defined below.  A Participant desiring such a withdrawal shall make
his request in such form and manner as the Plan Committee shall prescribe from
time to time.  If a Participant makes a withdrawal upon eligibility
for early retirement, he shall not be eligible to participate in the Plan again
and shall forfeit all income which otherwise would have been credited to his
Account on the last day of the year in which he makes withdrawal.  A
hardship distribution cannot exceed the amount required to meet the immediate
financial need and cannot be reasonably available to the Participant from other
resources.  If the Plan Committee determines in accordance with a
uniform and nondiscriminatory policy that serious financial hardship exists, it
may direct the Trustee to distribute the amount requested to the
Participant.  Any expenses attributable to the hardship withdrawal
shall be charged to the Account of the Participant requesting the
withdrawal.  For the purposes of this Section, a serious financial
hardship is defined as an immediate and heavy financial need of the Participant
when such Participant lacks other available resources.  The following
are the only financial  needs considered immediate and
heavy:

       

      (i)           Deductible
medical expenses (within the meaning of Code Section 213(d)) of the Participant,
the Participant's spouse, children, or dependents;

       

      (ii)           The
purchase (excluding mortgage payments) of a principal residence for the
Participant;

       

      
        
          
          

        

        
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      (iii)           Payment
of tuition, and related expenses, for the next twelve months of post-secondary
education for the Participant, the Participant's spouse, children, or
dependents;

       

      (iv)           The
need to prevent the eviction of the Participant from, or a foreclosure on the
mortgage of, the Participant's principal residence;

       

      (v)           For
Plan Years beginning after December 31, 2006, payment for funeral or burial
expenses for the Participant’s deceased parent, spouse, child, or
dependent;

       

      (vi)           For
Plan Years beginning after December 31, 2006, payment for expenses to repair
damage to the Participant’s principal residence that would qualify for a
casualty loss deduction under Code Section 165 (determined without regard to
whether such loss exceeds ten percent of the Participant’s adjusted gross
income);  or

       

      (vii)           Any
other reason deemed to be an immediate and heavy financial need by the Secretary
of Treasury.

       

      In the case of
hardship withdrawal of elective deferrals, a distribution will be considered as
necessary to satisfy an immediate and heavy financial need of the Participant
only if (A) the Participant has obtained all distributions, other than hardship
distributions, and all nontaxable loans available under all Plans maintained by
the Company; (B) in the case of hardship withdrawal of elective deferrals, all
Plans maintained by the Company provide that the Participant's elective
deferrals and Participant contributions will be suspended for six months (twelve
months for hardship distributions made prior to January 1, 2002) after the
receipt of the hardship distribution; (C) the distribution is not in excess of
the amount necessary to satisfy the immediate and heavy financial need
(including amounts necessary to pay any federal, state, or local income taxes or
penalties reasonably anticipated to result from the distribution.)

       

      Any hardship
withdrawal under this section may be made only in a cash lump sum.

       

      Section
7.7. Put
Option.  If Qualifying Employer Securities distributed, as part
of the balance to the credit of the Participant distributed within one taxable
year, are not readily tradable on an established market, the Participant
receiving such Qualifying Employer Securities has a right to require the
Employer to repurchase such Qualifying Employer Securities at fair market
value.  The put option period shall extend for 60 days after the date
of distribution and, if not exercised during that time period shall extend for
an additional 60 day period in the following Plan Year (to the extent provided
in Treasury regulations).  Payments for the Qualifying Employer
Securities must be made in substantially equal period payments over a period not
exceeding five years and must commence within 30 days after the exercise of the
“put option”.  Adequate security shall be provided and reasonable
interest shall be paid on unpaid amounts.  Qualifying Employer
Securities shall be readily tradable on an established market if they are (a)
listed on a national securities exchange registered under Section 6 of the
Securities Exchange Act of 1934, (b) quoted on a system sponsored by a national
securities association registered under Section 15A(b) of the Securities
Exchange Act, including the National Association of Securities Dealers, Inc.
Automated Quotation System (“NASDAQ”), or (c) traded on any over the counter
market by brokers or dealers who make the market using “pink sheets” published
by the National Quotation Bureau, Inc.

       

      
        
          
          

        

        
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      Section
7.8. Loans to
Participants.  (a)  Uniform Non-Discriminatory
Policy.  The Committee may establish a uniform and
nondiscriminatory policy under which it may direct the Trustee to make a loan to
a Participant who makes a written request for such a loan.  In no
event may all loans from all qualified plans of the Company to an
individual  Participant exceed the lesser of (i) the greater of
$10,000 or one-half the present value of the Participant's nonforfeitable
accrued benefit under all such plans; or (ii) $50,000 reduced by the excess (if
any) of the highest outstanding balance of loans from all such plans during the
one year period ending on the day before the date on which such loan was made
over the outstanding balance of loans from all such plans on the date on which
such loan was made.

       

      (b) Collateral
Terms.  All loans shall be secured adequately by collateral
which collateral may (in the Plan Committee's discretion) include up to 50% of
the Participant's vested Account, shall be considered investments of the Plan
and Trust, and shall bear a rate of interest considered reasonable on the date
on which the loan was made.  Except to the extent it is used to
acquire any dwelling unit that within a reasonable time is to be used
(determined at the time the loan is made) as a principal residence of the
Participant, any such loan shall be repaid within or upon the earlier of the
date prescribed by the Plan Committee, or five years after the loan is
made.  To the extent that any loan is used to acquire the principal
residence of the Participant, such loan shall be repaid within a reasonable
period of time as determined by the Committee.  Substantially level
amortization of the loan (with payments at least quarterly) shall be made over
the term of the loan.  If a Participant does not repay such loan
within the time prescribed, then in addition to enforcing payment through any
legal remedy, the Plan Committee may instruct the Trustee to deduct the total
amount of the loan and any unpaid interest due on it from such Participant's
Account, but no foreclosure of the Participant's Account may occur prior to the
Account being distributable under this Article.  In its discretion the
Plan Committee may require the Participant to repay the loan by payroll
deduction.  Loans may not be made to shareholder-Employees or to
owner-Employees.  For purposes of this requirement, a
shareholder-Employee means an Employee or officer of an electing small business
(Subchapter S) corporation who owns (or is considered as owning within the
meaning of Code Section 319(a)(1)) on any day during the taxable year of such
corporation, more than five percent of the outstanding stock of the
corporation.  An owner-Employee means an Employee who owns the entire
interest of an unincorporated trade or business or is a partner owning more than
10 percent of the capital interest or profits in such partnership.

       

      Section
7.9. Other Restrictions on
Withdrawals.  Notwithstanding other provisions of this Plan and
in particular Article VII of this Plan, the following will apply to all
transactions involving Qualifying Employer Securities or Accounts which are the
subject of this Plan:

       

      (a) Six Month Limitation on
Further Purchases.  An officer or director Participant making a
withdrawal under this Plan must cease further purchases of Qualifying Employer
Securities in the Plan for six months, or the Qualifying Employer Securities so
distributed must be held by that Participant six months prior to disposition;
provided that extraordinary distributions of all of the Qualifying Employer
Securities held by the Plan and distributions in connection with death,
retirement, disability, Termination of Employment, or a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules under those acts, are not subject to this
requirement; and

       

      
        
          
          

        

        
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      (b) Six Month Limitation on
Further Participation.  An officer or director Participant who
ceases participation in the Plan may not participate in the Plan again for at
least six months.

       

      Section
7.10. Rollover
Distributions: (a) Direct Rollovers:
This Section 7.10(a) applies to distributions made after December 31, 2001.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee’s election under this part, 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 that is equal to at least $500 paid
directly to an Eligible Retirement Plan specified by the distributee in a direct
rollover. If an Eligible Rollover Distribution is less than $500, a distributee
may not make the election described in the preceding sentence to rollover a
portion (less than 100%) of the Eligible Rollover Distribution.

       

      (i) Definitions:

      


      (A)           Eligible Rollover
Distribution:  An Eligible Rollover Distribution is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an Eligible Rollover Distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee’s designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9); any hardship distribution; the portion of
any other distribution(s) that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities); and any other distribution(s) that is reasonably expected
to total less than $200 during a year.   A portion of a
distribution shall not fail to be an Eligible Rollover Distribution merely
because the portion consists of after-tax employee contributions which are not
includible in gross income.  However, such portion may be transferred
only to an individual retirement account or annuity described in Code Section
408(a) or (b), or to a qualified defined contribution plan described in Code
Sections 401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includible.

      


      (B)           Eligible Retirement
Plan:  An Eligible Retirement Plan is an eligible plan under
Code Section 457(b) which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state and which agrees to separately account for amounts transferred into such
plan from this Plan, an individual retirement account described in Code Section
408(a), an individual retirement annuity described in Code Section 408(b), an
annuity plan described in Code Section 403(a), an annuity contract described in
Code Section 403(b), or a qualified plan described in Code Section 401(a), that
accepts the distributee’s Eligible Rollover Distribution. 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 Code Section 414(p). If
any portion of an Eligible Rollover Distribution is attributable to payments or
distributions from a designated Roth account, an Eligible Retirement Plan with
respect to such portion shall include only another designated Roth account of
the individual from whose account the payments or distributions were made, or a
Roth IRA of such individual.

       

      
        
          
          

        

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

      


      (D)           Direct
Rollover:  A direct rollover is a payment by the plan to the
Eligible Retirement Plan specified by the distributee.

      


      (ii) Rollovers from Other
Plans:  The Plan will not accept Rollover
Contributions.

      


      
        
          
             


          

          
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      ARTICLE
VIII

       

      FIDUCIARY
OBLIGATIONS

       

      Section
8.1. General Fiduciary
Duties.  A Fiduciary shall discharge his duties under the Plan
solely in the interest of the Participants and the beneficiaries and for the
exclusive purpose of providing benefits to Participants and to their
beneficiaries and defraying reasonable expenses of administering the
Plan.  All fiduciaries shall act with the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.  Except as
authorized by regulations of the Secretary of Labor, no Fiduciary may maintain
the indicia of ownership of any assets of the Plan outside the jurisdiction of
the district courts of the United States.  A Fiduciary shall act in
accordance with the documents and instruments governing the Plan to the extent
such documents and instruments are consistent with the requirements of
law.

       

      Section
8.2. Allocation of Fiduciary
Responsibility.  A Named Fiduciary may designate persons other
than named fiduciaries to carry out Fiduciary responsibilities (other than
Trustee responsibilities) under the Plan.

       

      Section
8.3. Liability of
Fiduciaries.  (a) Extent of
Liability.  A Fiduciary who breaches any of the
responsibilities, obligations, or duties imposed upon him by this Plan or by the
requirements of law shall be personally liable only (i) to make good to the Plan
any losses resulting from his breach, (ii) to restore to the Plan any profits
the Fiduciary has made through the use of Plan assets for his personal Account,
and (iii) to pay those penalties prescribed by law arising from his
breach.  A Fiduciary shall be subject to such other equitable or
remedial relief as a court of law may deem appropriate, including removal of the
Fiduciary.  A Fiduciary also may be removed for a violation of Section
8.8 of this Plan (prohibition against certain persons holding certain
positions).  No Fiduciary shall be liable with respect to the breach
of a Fiduciary duty if such breach was committed before he became a Fiduciary or
after he ceased to be a Fiduciary.

       

      (b)           Liability of Fiduciary for
Breach by Co-Fiduciary.  A Fiduciary shall be liable for a
breach of Fiduciary responsibility of another Fiduciary of this Plan, only if he
(i) participates knowingly in, or knowingly undertakes to conceal, an act or
omission of the other Fiduciary, and knows such act or omission by the other
Fiduciary is a breach of the other Fiduciary's duties, (ii) enables another
Fiduciary to commit a breach, by his failure to comply with Section 8.1 of this
Plan in the administration of the specific responsibilities which give rise to
his status as a Fiduciary, or (iii) has knowledge of a breach of another
Fiduciary and does not make reasonable efforts under the circumstances to remedy
the breach.

       

      (c)           Liability for Improper
Delegation of Fiduciary Responsibility.  A Named Fiduciary who
allocates any of his Fiduciary responsibilities to any person or designates any
person to carry out any of his Fiduciary responsibilities shall be liable for
the act or omission of such person in carrying out the responsibility only to
the extent that the Named Fiduciary fails to satisfy his general Fiduciary
duties of Section 8.1 of this Plan with respect to the allocation or
designation, with respect to the establishment or implementation of the
procedure by which he allocates the responsibilities, or in continuing the
allocation or designation.  Nothing in this Section 8.3(c) shall
prevent a Named Fiduciary from being liable if he otherwise would be liable for
an act or omission under Section 8.3 of this Plan.

       

      
        
          
          

        

        
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      (d)           Fiduciary to whom
Responsibilities are Allocated.  Any person who has been
designated to carry out Fiduciary responsibilities under Section 8.2 of this
Plan shall be liable for such responsibilities under this section to the same
extent as any Named Fiduciary.

       

      (e)           Liability Insurance and
Indemnification.  Nothing in this Plan shall preclude a
Fiduciary from purchasing insurance to cover liability from and for his own
account.  The Company may purchase insurance to cover potential
liability of those persons who serve in a Fiduciary capacity with regard to the
Plan or may indemnify a Fiduciary against liability and expenses reasonably
incurred by him in connection with any action to which such Fiduciary may be
made a party by reason of his being or having been a Fiduciary.

       

      Section
8.4. Prohibited
Transactions.  No Fiduciary shall cause the Plan to engage in a
transaction if the Fiduciary knows or should know that the transaction
constitutes a prohibited transaction under law.  No disqualified
person under law (other than a Fiduciary acting only as such) shall engage in a
prohibited transaction as prescribed by law.

       

      Section
8.5. Receipts of Benefits by
Fiduciaries.  Nothing shall prohibit any Fiduciary from
receiving any benefit to which he may be entitled as a Participant or
Beneficiary in the Plan, if such benefit is computed and paid on a basis which
is consistent with the terms of the Plan applied to all other Participants and
beneficiaries.  The determination of any matters affecting the payment
of benefits to any Fiduciary other than the Plan Committee shall be determined
by the Plan Committee.  If the Plan Committee is an individual, the
determination of any matters affecting the payment of benefits to the Plan
Committee shall be made by a temporary Plan Committee who shall be appointed by
the Board of Directors for such purpose.  If the Plan Committee is a
group of individuals, the determination of any matters affecting the payment of
benefits to any individual Plan Committee member shall be made by the remaining
Plan Committee members without the vote of such individual Plan Committee
member.  If the remaining Plan Committee members are unable to agree
on any matter affecting the payment of such benefits, the Board of Directors
shall appoint a temporary Plan Committee to decide the matter.

       

      Section
8.6. Compensation and Expenses of
Fiduciaries.  (a) General
Rules.  A Fiduciary shall be entitled to receive any reasonable
Compensation for services rendered or for the reimbursement of expenses properly
and actually incurred in the performance of his duties under the
Plan.  However, no Fiduciary who already receives full-time pay from
an Employer shall receive Compensation from the Plan, except for reimbursement
of expenses properly and actually incurred.  All Compensation and
expenses shall be paid by the Plan, unless the Company, in its discretion,
elects to pay all or any part of such Compensation and expenses.

       

      (b)           Compensation of Plan
Committee and Plan Administration.  A Plan Administrator who is
not a full-time Employee of an Employer shall be entitled to such reasonable
Compensation as the Plan Committee and Plan Administrator mutually shall
determine.  A Plan Committee member who is not a full-time Employee of
an Employer shall be entitled to such reasonable Compensation as the Company and
the Plan Committee mutually shall determine.  Any expenses properly
and actually incurred by the Plan Committee or the Plan Administrator due to a
request by a Participant shall be charged to the Account of the Participant on
whose behalf such expenses are incurred.

       

      
        
          
          

        

        
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      (c)           Compensation of
Trustee.  A Trustee who is not a full-time Employee of an
Employer shall be entitled to such reasonable Compensation for its services as
the Plan Committee and the Trustee mutually shall determine.

       

      (d)           Compensation of Persons
Retained or Employed by Named Fiduciary.  The Compensation of
all agents, counsel, or other persons retained or employed by a Named Fiduciary
shall be determined by the Named Fiduciary employing such person, with the Plan
Committee's approval, provided that a person who is a full-time Employee of an
Employer shall receive no Compensation from the Plan.

       

      Section
8.7. Service by Fiduciaries and
Disqualified Persons.  Nothing in this Plan shall prohibit
anyone from serving as a Fiduciary in addition to being an officer, Employee,
agent, or other representative of a disqualified person as defined in the
Code.

       

      Section
8.8. Prohibition Against Certain
Persons Holding Certain Positions.  No person who has been
convicted of a felony shall be permitted to serve as an administrator,
Fiduciary, officer, Trustee, custodian, counsel, agent, or Employee of this
Plan, or as a consultant to this Plan, unless permitted under
law.  The Plan Committee shall ascertain to the extent practical that
no violation of this section occurs.  In any event, no person
knowingly shall permit any other person to serve in any capacity which would
violate this section.

       

      Section
8.9. Discretionary
Authority.  The Committee, Trustee, Plan Administrator and any
other fiduciary shall have full and complete discretion as to decisions they are
required to make and shall be entitled to rely upon information supplied by
Participants, Beneficiaries, and their representatives.  Benefits will
be paid under the Plan only if the fiduciary decides in its discretion that the
Participant or Beneficiary is entitled to such benefits.

       

      


      
        
          
             


          

          
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      ARTICLE
IX

       

      PLAN ADMINISTRATOR AND PLAN
COMMITTEE

       

      Section
9.1. Appointment of Plan
Administrator and Plan Committee.  The Board of Directors by
resolution shall appoint a Plan Administrator and Plan Committee, both of whom
shall hold office until resignation, death, or removal by the Board of
Directors.  If the Board of Directors fails to appoint the Plan
Committee or Plan Administrator, or both, the Board of Directors shall be the
Plan Committee, the Plan Administrator, or both. Any person may serve in more
than one Fiduciary capacity, including service as Plan Administrator and Plan
Committee member.  Any group of persons appointed by the Board of
Directors may serve in the capacity of Plan Committee, Plan Administrator, or
both.

       

      Section
9.2. Organization and Operation
of Offices of Plan Administrator and Plan Committee.  The Plan
Administrator and Plan Committee may adopt such procedures as each deems
desirable for the conduct of their respective affairs and may appoint or employ
a secretary or other agents, any of whom may be, but need not be, an officer or
Employee of the Company or an Associated Company.  Any agent may be
removed at any time by the person appointing or employing him.

       

      Section
9.3. Information To Be Made
Available to Plan Committee and Plan Administrator.  To enable
the Plan Committee and the Plan Administrator to perform all of their respective
duties under the Plan, each Employer shall provide the Plan Committee and the
Plan Administrator with access to the following information for each
Employee:  (i) name and address; (ii) social security number; (iii)
birthdate; (iv) dates of commencement and Termination of Employment; (v) reason
for termination of employment; (vi) hours worked during each year; (vii) annual
Compensation; (viii) Employer contributions; and (ix) such other information as
the Plan Committee or the Plan Administrator may require.  To the
extent the information is available in Employer records, an Employer shall
provide the Plan Committee and Plan Administrator with access to information
relating to each Employee's contributions, benefits received under the Plan, and
marital status.  If such information is not available from the
Employer records, the Plan Committee shall obtain such information from the
Participants.  The Plan Committee, the Plan Administrator and the
Employer may rely on and shall not be liable because of any information which an
Employee provides, either directly or indirectly.  As soon as possible
following any Participant's death, Total Disability, retirement, or other
Termination of Employment, his Employer shall certify in writing to the Plan
Committee and Plan Administrator such Participant's name and the date and reason
for his Termination of Employment.

       

      Section
9.4. Resignation and Removal of
Plan Administrator or Plan Committee Member; Appointment of
Successors.  Any Plan Administrator or Plan Committee member
may resign at any time by giving written notice to the Board of Directors,
effective as stated in such notice, otherwise upon receipt of such
notice.  At any time the Plan Administrator or any Plan Committee
member may be removed by the Board of Directors without cause.  As
soon as practical, following the death, resignation, or removal of any Plan
Administrator or Plan Committee member, the Board of Directors shall appoint a
successor by resolution.  Written notice of the appointment of a
successor Plan Administrator or successor Plan Committee member shall be given
by the Company to the Trustee.  Until receipt by the Trustee of such
written notice, the Trustee shall not be charged with knowledge or notice of
such change.

       

      
        
          
          

        

        
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      Section
9.5. Duties and Powers of Plan
Administrator, Reporting and
Disclosure.  (a)  General
Requirements.  The Plan Administrator shall be responsible for all
applicable reporting and disclosure requirements of law.  The Plan
Administrator  shall prepare, file with the Secretary of Labor, the
Secretary of the Treasury, or the Pension Benefit Guaranty Corporation, when
applicable, and furnish to Participants and beneficiaries, when applicable, the
following:  (i) summary plan description; (ii) description of
modifications and changes; (iii) annual report; (iv) terminal and supplementary
reports; (v) registration statement; and (vi) any other return, report, or
document required by law.

       

      (b)           Statement of Benefits
Accrued and Vested.  The Plan Administrator is to furnish any
Plan Participant or Beneficiary who so requests in writing, a statement
indicating, on the basis of the latest available information, the total benefits
accrued and the vested benefits, if any, which have accrued, or the earliest
date on which benefits will become vested.  The Plan Administrator
shall furnish a written statement to any Participant who terminates employment
during the Plan Year and is entitled to a deferred vested benefit under the Plan
as of the end of the Plan Year, if no retirement benefits have been paid with
respect to such Participant during the Plan Year.  The statement shall
be an individual statement and shall contain the information required in the
annual registration statement which the Plan Administrator is required to file
with the Secretary of the Treasury.  The Plan Administrator shall
furnish the individual statement to the Participant before the expiration of the
time prescribed for filing the annual registration statement with the Secretary
of the Treasury.

       

      (c)           Inspection of
Documents.  The Plan Administrator is to make available for
inspection copies of the Plan description and the latest annual report and the
agreements under which the Plan was established or is operated.  Such
documents shall be available for examination by any Participant or Beneficiary
in the principal office of the Plan Administrator and in such other places as
may be necessary to make available all pertinent information to all
Participants.  Upon written request by any Participant or Beneficiary,
the Plan Administrator is to furnish a copy of the last updated summary Plan
description, Plan description, and the latest annual report, any terminal
report, and any agreements under which the Plan is established or
operated.  In addition, the Plan Administrator is to comply with every
other requirement imposed on him by law.

       

      (d)           Employment of Advisers and
Persons To Carry Out Responsibilities.  The Plan Administrator
may appoint one or more persons to render advice with regard to any
responsibility the Plan Administrator has under the Plan and may employ one or
more persons (other than a Named Fiduciary) to carry out any of his
responsibilities under the Plan.

       

      (e)           Notice of Eligibility for
Direct Rollover Distribution.  The Plan Administrator shall
provide a written explanation to the recipient of any eligible rollover
distribution that income taxes will not be withheld on the distribution to the
extent such distribution is transferred in an eligible rollover distribution to
an eligible retirement plan.

       

      
        
          
          

        

        
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      Section
9.6. Duties and Powers of Plan
Committee - In General.  The Plan Committee shall decide, in
its sole and absolute discretion, all questions arising in the administration,
interpretation, and application of the Plan and Trust, including all questions
relating to eligibility, vesting, and distribution, except as may be reserved
under this Plan to the Company, its Board of Directors or any Associated
Company.  The Plan Committee may designate any person (other than the
Plan Administrator or Trustee) to carry out any of the Plan Committee's
Fiduciary responsibilities under the Plan (other than a Trustee Responsibility)
and may appoint one or more persons to render advice with regard to any
responsibility the Plan Committee has under the Plan.  The Plan
Committee from time to time shall direct the Trustee concerning the payments to
be made out of the Trust Fund pursuant to this Plan.  All notices,
directions, information, and other communications from the Plan Committee shall
be in writing.

       

      Section
9.7. Duties and Powers of Plan
Committee - Keeping of Records.  The Plan Committee shall keep
a record of all the Plan Committee's proceedings and shall keep all such books
of Account, records, and other data as may be necessary or advisable in its
judgment for the administration of this Plan and Trust, including records to
reflect the affairs of this Plan, to determine the amount of vested and/or
forfeitable interests of the respective Participants in the Trust Fund, and to
determine the amount of all benefits payable under this Plan.  The
Plan Committee shall maintain separate Accounts for each Participant as provided
under Section 5.1 of this Plan.  Subject to the requirements of law,
any person dealing with the Plan Committee may rely on, and shall incur no
liability in relying on, a certificate or memorandum in writing signed by the
Plan Committee as evidence of any action taken or resolution adopted by the Plan
Committee.

       

      Section
9.8. Duties and Powers of Plan
Committee - Claims Procedure.  (a) Filing and Initial
Determination of Claim.  Any Participant, Beneficiary or his duly
authorized representative may file a claim for a Plan benefit to which the
claimant believes that he is entitled.  Such a claim must be in
writing and delivered to the Plan Committee in person or by certified mail,
postage prepaid.  Within 90 days after receipt of such claim, the Plan
Committee shall send to the claimant by certified mail, postage prepaid, notice
of the granting or denying, in whole or in part, of such claim unless special
circumstances require an extension of time for processing the
claim.  In no event may the extension exceed 90 days from the end of
the initial period.  If such extension is necessary the claimant will
receive a written notice to this effect prior to the expiration of the initial
90-day period.  The Plan Committee shall have full discretion pursuant
to the Plan to deny or grant a claim in whole or in part.  If notice
of the denial of a claim is not furnished in accordance with this Section
9.8(a), the claim shall be deemed denied and the claimant shall be permitted to
exercise his right of review pursuant to Section 9.8(c) and (d) of this
Plan.

       

      (b)           Duty of Plan Committee Upon
Denial of Claim.  The Plan Committee shall provide to every
claimant who is denied a claim for benefits written notice setting forth in a
manner calculated to be understood by the claimant:  (i) the specific
reason or reasons for the denial; (ii) specific reference to pertinent Plan
provisions on which the denial is based; (iii) a description of any additional
material or information necessary for the claimant to perfect the claim and an
explanation of why such material is necessary; and (iv) an explanation of the
Plan's claim review procedure.

       

      
        
          
          

        

        
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      (c)           Request for Review of Claim
Denial.  Within 60 days after receipt by the claimant of
written notification of the denial in whole or in part of his claim, the
claimant or his duly authorized representative, upon written application to the
Plan Committee in person or by certified mail, postage prepaid, may request a
review of such denial, may review pertinent documents and may submit issues and
comments in writing.  Upon its receipt of the request for review, the
Plan Committee shall notify the Board of Directors of the request.

       

      (d)           Claims
Reviewer.  Upon its receipt of notice of a request for review,
the Board of Directors shall appoint a person other than a Plan Committee member
to be the claims reviewer.  The Plan Committee shall deliver to the
claims reviewer all documents submitted by the claimant and all other documents
pertinent to the review.  The claims reviewer shall make a prompt
decision on the review.  The decision on review shall be written in a
manner calculated to be understood by the claimant, and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.  The decision on review
shall be made not later than 60 days after the Plan Committee's receipt of a
request for a review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered not later than 120
days after receipt of a request for review.  If such extension is
necessary the claimant shall be given written notice of the extension prior to
the expiration of the initial 60-day period.  If notice of the
decision on review is not furnished in accordance with this Section 9.8(d), the
claim shall be deemed denied and the claimant shall be permitted to exercise his
right to legal remedy pursuant to Section 9.8(e) of this Plan.

       

      (e)           Legal
Remedy.  After exhaustion of the claims procedure as provided
under this Plan, nothing shall prevent any person from pursuing any other legal
remedy.

       

      Section
9.9. Duties and Powers of Plan
Committee - Funding Policy.  The policy of each Employer is
that this Plan shall be funded with Employer contributions and Participant
contributions.  The Plan Committee shall determine the Plan's
short-run and long-run financial needs and regularly communicate these
requirements to the appropriate persons.  The Plan Committee will
determine whether the Plan has a short-run need for liquidity, (e.g., to pay
benefits) or whether the liquidity is a long-run goal and investment growth is a
more current need.  The Plan Committee shall communicate such
information to the Trustee so that investment policy can be coordinated
appropriately with Plan needs.

       

      Section
9.10. Duties and Powers of Plan
Committee - Bonding of Fiduciaries and Plan Officials.  The
Plan Committee shall procure bonds for every Fiduciary of the Plan and every
Plan official, if he handles funds of the Plan, in an amount not less than 10%
of the amount of funds handled and in no event less than $1,000, except the Plan
Committee shall not be required to procure such bonds if:  (i) the
person is excepted from the bonding requirement by law; or (ii) the Secretary of
Labor exempts the Plan from the bonding requirements.  The bonds shall
conform to the requirements of law.

       

      Section
9.11. Duties and Powers of Plan
Committee - Qualified Domestic Relations Orders.  (a) Establish
Procedures.  Effective as of January 1, 1985, the Plan
Committee shall establish reasonable procedures for determining the
qualification status of a domestic relations order.  Such
procedures:  (i) shall be in writing; (ii) shall provide to each
person specified in a domestic relations order as entitled to payment of Plan
benefits notification of such procedures promptly upon receipt by the Plan of
the order; and (iii) shall permit an alternate payee to designate a
representative for receipt of copies of notices that are sent to the alternate
payee.

       

      
        
          
          

        

        
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      (b)           Determination of Plan
Committee.  Within a reasonable period of time after receipt of
such order, the Plan Committee shall determine whether such order is a qualified
domestic relations order and notify the Participant and each alternate payee of
such determination.  During any period in which the issue of whether a
qualified domestic relations order is a qualified domestic relations order is
being determined, the Plan Committee shall segregate in a separate Account the
amounts which would have been payable to the alternate payee during such period
if the order had been determined to be a qualified domestic relations
order.  If, within 18 months the order is determined not to be a
qualified domestic relations order or the issue as to whether such order is a
qualified domestic relations order is not resolved, then the Plan Committee
shall pay under the terms of the Plan the segregated amounts to the person or
persons who would have been entitled to such amounts if there had been no
order.  If a Fiduciary acts in accordance with the fiduciary
responsibility provisions of ERISA, then the Plan's obligation to the
Participant and each alternate payee shall be discharge to the extent of any
payment made.

       

      Section
9.12. Advice to Designated
Fiduciaries.  Any Fiduciary designated by the Plan Committee or
Plan Administrator may appoint with the consent of the Plan Committee or Plan
Administrator, respectively, one or more persons to render advice with regard to
any responsibility such designated Fiduciary has under the Plan.

       

      


      
        
          
             


          

          
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      ARTICLE
X

       

      POWERS AND DUTIES OF THE
TRUSTEE

       

      Section
10.1. Investment of Trust
Fund.  (a) Duties of
Trustee.  The duty of the Trustee is to hold in trust the funds
it receives.  Subject to the direction of the Plan Committee, the
Trustee shall have exclusively authority and discretion to manage and control
the assets of the Plan and to manage, invest, and reinvest the Trust Fund and
the income from it under this article, without distinction between principal and
income, and shall be responsible only for such sums that it actually receives as
Trustee.  The Trustee shall have no duty to collect any sums from the
Plan Committee.  The Plan Committee will have the duty to direct the
Trustee with respect to the investment of the Trust Fund, subject to the
Participants' direction of investment under Section
10.1(d).  Notwithstanding any other provision of the Plan, the Trustee
shall have no responsibility to select the investment options offered to
Participants under Section 10.1(d) nor shall the Trustee have any discretion
with respect to the investment of Trust Fund assets.

       

      (b)           Powers of
Trustee.  The Trustee shall have the power to apply the funds
it receives to purchase shares of Qualifying Employer Securities, and the
Trustee may invest in Qualifying Employer Securities, up to 100% of the value of
Plan assets, without regard to the diversification requirement or the prudence
requirement to the extent it requires diversification.  Purchases of
stock may be made by the Trustee in the open market or by private purchase, or,
if available, from the Company, or as the Trustee may determine in its sole
discretion, provided only that no private purchase or purchase from the Company
may be made at a price greater than the current market price for Qualifying
Employer Securities on the day of such purchase.  The Trustee also may
purchase stock from Participants who receive distributions from this Trust,
provided that all such purchases shall be made at the current market price on
the day of such purchase.  The Trustee also shall have the power to
invest and/or reinvest any and all money or property of any description at any
time held by it and constituting a part of the Trust Fund, without previous
application to, or subsequent ratification of, any court, tribunal, or
commission, or any federal or state governmental agency and may invest in real
property and all interest in real property, in bonds, notes, debentures,
mortgages, commercial paper, preferred stocks, common stocks, or other
securities, rights, obligations, or property, real or personal, including shares
or certificates of participation issued by regulated investment companies or
regulated investment trusts, shares or units of participation in qualified
common trust funds, in qualified pooled funds, or in pooled investment funds of
an insurance Company qualified to do business in the state.  If the
Trustee is a bank or similar financial institution supervised by the United
States or a state, it may invest Plan assets in its own deposits (savings
Accounts and certificates of deposit) if such deposits bear a reasonable rate of
interest.

       

      (c)           Diversification and Prudence
Requirements.  Except to the extent the Trustee invests in the
Qualifying Employer Securities, the Trustee shall diversify the investments of
the Plan to minimize the risk of large losses, unless under the circumstances it
is clearly prudent not to do so.  The Trustee shall act with the care,
skill, prudence, and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like
aims.

       

      
        
          
          

        

        
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      (d)           Participant's Right to
Designate Investments.

       

      (i)           General
Rules.  Each Participant shall have the right to designate the
investment of his Account attributable to elective deferral contributions,
voluntary contributions, and rollover contributions and transfers made to the
Plan, as provided below.  The Trustee shall comply with any
Participant exercise of investment control as provided in this
section.  The Trustee is under no duty to question any direction by a
Participant or his or her duly authorized agent with respect to investments, or
to make suggestions to the Participant or his or her duly authorized agent with
respect to investments.  If a Participant fails to direct the Trustee
as to the investment of any portion of his or her Account, that portion of his
or her Account will be invested at the Trustee’s discretion until the Trustee
receives effective investment directions.  The right to direct
investments under this section will be the sole and exclusive investment power
granted to Participants.  The exercise of investment direction by a
Participant will not cause the Participant to be a fiduciary solely by reason of
such exercise, and neither the Trustee nor any other fiduciary of this Plan will
be liable for any loss, or by reason of any breach, that results from exercise
of investment direction by a Participant.  It is the intent of the
Plan, the Employer, and the Trustee that this Plan and the Participant direction
of investment under this section comply with and be administered in accordance
with ERISA Section 404(c) and the final regulations thereunder.

       

      (ii)           Procedure for
Designation.  Any designation or changes in designation of the
investment of a Participant's Account shall be made in the manner determined by
the Plan Committee at such times as the Plan Committee shall
provide.

       

      (iii)           Investment
Categories.  The Plan Committee shall offer a broad range of
investment categories, as selected by the Plan Committee from time to time,
which categories shall include fixed income obligations of a secure nature, such
as savings accounts, certificates of deposit, and fixed income government and
corporate obligations.  The investment categories also may include
Qualifying Employer Securities, other common stocks, real property, notes,
mortgages, commercial paper, preferred stocks, mutual funds, or other
securities, rights, obligations, or property, real or personal, including shares
or certificates of participation issued by regulated investment trusts and
shares or units of participation in qualified common Trust Funds or pooled
funds.

       

      (iv)           Absence of Investment
Designation.  In the absence of written designation of
investment for the Participant's Account, the Trustee shall invest all funds
received by such Account in such category or categories as the Plan Committee
may designate from time to time.

       

      (v)           Sole and Exclusive Power of
Participants.  The right to designate investment categories
under this Section 10.1 shall be the sole and exclusive investment power granted
to Participants.  Neither the Trustee nor the Plan Committee shall be
liable for any loss which results from the Participant exercising such control
under this Section 10.1.

       

      
        
          
          

        

        
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      (vi)           Expenses.  Any
expense incurred by the Trustee or the Plan Committee will be charged directly
against the value of the Account of the Participant on whose behalf such expense
is incurred.  The Trustee or the Plan Committee may allocate expenses
to individual Accounts or commingled Accounts on a nondiscriminatory
basis.

       

      Section
10.2. Administrative Powers of the
Trustee.  Subject to the requirements imposed by law, the
Trustee shall have all powers necessary or advisable to carry out the provisions
of this Plan and Trust and all inherent, implied, and statutory powers not or
subsequently provided by law, including specifically the power to do any of the
following:

       

      (a)           To
cause any securities or other property to be registered and held in its name as
Trustee, or in the name of one or more of its nominees, without disclosing the
Fiduciary capacity, or to keep the same in unregistered form payable to
bearer;

       

      (b)           To
sell, grant options to sell, exchange, pledge, encumber, mortgage, deed in
trust, or use any other form of hypothecation, or otherwise dispose of the whole
or any part of the Trust Fund on such terms and for such property or cash, in
part cash and credit, as it may deem best; to retain, hold, maintain, or
continue any securities or investments which it may hold as part of the Trust
Fund for such length of time as it may deem advisable; and generally, in all
respects, to do all things and exercise each and every right, power, and
privilege in connection with and in relation to the Trust Fund as could be done,
exercised, or executed by an individual holding and owning such property in
absolute and unconditional ownership.

       

      (c)           To
abandon, compromise, contest, and arbitrate claims and demands; to institute,
compromise, and defend actions at law (but without obligation to do so); in
connection with such powers, to employ counsel as the Trustee shall deem
advisable and as approved by the Plan Committee; and to exercise such powers all
at the risk and expense of the Trust Fund;

       

      (d)           To
borrow money for this trust upon such terms and conditions as the Trustee shall
deem advisable, and to secure the repayment of such by the mortgage or pledge of
any assets of the Trust Fund, provided that the Trustee may not borrow money to
purchase Qualifying Employer Securities;

       

      (e)           To
vote in person or by proxy any shares of stock or rights held in the Trust Fund
as directed by the Plan Committee; to participate in and to exchange securities
or other property in reorganization, liquidation, or dissolutions of any
corporation, the securities of which are held in the Trust Fund;
and

       

      (f)           To
any amount due on any loan or advance made to the Trust Fund, to charge against
and pay from the Trust Fund all taxes of any nature levied, assessed, or imposed
upon the Trust Fund, and to pay all reasonable expenses and attorney fees
necessarily incurred by the Trustee and approved by the Plan Committee with
respect to any of the foregoing matters.

       

      Section
10.3. Advice of
Counsel.  The Trustee may consult with legal counsel, who may
be counsel for the Company or any Associated Company, or Trustee's own counsel,
with respect to the meaning or construction of the Plan and Trust or Trustee's
obligations or duties.  The Trustee shall be protected from any
responsibility with respect to any action taken or omitted by it in good faith
pursuant to the advice of such counsel, to the extent permitted by
law.

       

      
        
          
          

        

        
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      Section
10.4. Records and Accounts of the
Trustee.  The Trustee shall keep all such records and Accounts
which may be necessary in the administration and conduct of this
trust.  The Trustee's records and Accounts shall be open to inspection
by the Company, any Associated Company, the Plan Committee, and the Plan
Administrator, at all reasonable times during business hours.  All
income, profits, recoveries, contributions, forfeitures, and any and all moneys,
securities, and properties of any kind at any time received or held by the
Trustee shall be held for investment purposes as a commingled Trust
Fund.  Separate Accounts or records may be maintained for operational
and accounting purposes, but no such Account or record shall be considered as
segregating any funds or property from any other funds or property contained in
the commingled fund, except as otherwise provided.  After the close of
each year of the trust, the Trustee shall render to the Company and the Plan
Committee a statement of assets and liabilities of the Trust Fund for such
year.

       

      Section
10.5. Appointment, Resignation,
Removal, and Substitution of Trustee.  The Board of Directors
by resolution shall appoint a Trustee or Trustees, each of which shall hold
office until resignation or removal by the Board of Directors.  The
Trustee may resign at any time upon 30 days' written notice to the
Company.  The Trustee may be removed at any time by the Company upon
written notice to the Trustee with or without cause.  Upon resignation
or removal of the Trustee, the Company, by action of its Board of Directors,
shall appoint a successor Trustee which shall have the same powers and duties as
are conferred upon the Trustee appointed under this Plan.  The
resigning or removed Trustee shall deliver to its successor Trustee all property
of the Trust Fund, less a reasonable amount necessary to provide for its
Compensation, expenses, and any taxes or advances chargeable or payable out of
the Trust Fund.  If the Trustee is an individual, death shall be
treated as a resignation, effective immediately.  If any corporate
Trustee at any time shall be merged, or consolidated with, or shall sell or
transfer substantially all of its assets and business to another corporation,
whether state or federal, or shall be reorganized or reincorporated in any
manner, then the resulting or acquiring corporation shall be substituted for
such corporate Trustee without the execution of any instrument and without any
action upon the part of the Company, any Participant or Beneficiary, or any
other person having or claiming to have an interest in the Trust Fund or under
the Plan.

       

      Section
10.6. Appointment of Trustee,
Acceptance in Writing.  The Trustee shall accept its
appointment as soon as practical by executing this Plan or by delivering a
signed document to the Company, a copy of which shall be sent to the Plan
Committee by the Trustee.  The Board of Directors shall appoint a new
Trustee if the Trustee fails to accept its appointment in writing.

       

      
        
          
          

        

        
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      Section
10.7. Vote of Qualifying Employer
Securities Held in Trust.  If the Employer securities of the
Company are not publicly traded and if more than 10% of the total Plan assets
are securities of the Company, then for voting purposes, each Participant shall
be credited with his pro rata portion (including fractional shares) of the
Qualifying Employer Securities allocated to his Account which are not
encumbered.  Each Participant shall be  entitled to vote the
pro rata portion of Qualifying Employer Securities allocable to him under this
Section 10.7.  Unreleased Qualifying Employer Securities shall be
voted by the Trustee.  The Plan Committee shall certify to the
Employer the number of shares to be voted by each Participant if an event occurs
which requires a vote of such shares.  To the extent the Participants
do not vote Qualifying Employer Securities under this Section 10.7, the Plan
Committee shall vote such Qualifying Employer Securities.  For voting
purposes, each Participant shall be credited with his pro rata portion
(including fractional shares) of the Qualifying Employer Securities allocated to
his account.  Each Participant shall be entitled to vote the pro rata
portion of Qualifying Employer Securities allocable to him under the preceding
sentence.

       

      


      
        
          
             


          

          
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      ARTICLE
XI

       

      CONTINUANCE, TERMINATION,
AND AMENDMENT OF PLAN AND TRUST

       

      Section
11.1. Termination of
Plan.  The expectation of each Employer is to continue this
Plan indefinitely, but the continuance of the Plan is not assumed as a
contractual obligation by the Employer and the right is reserved to each
Employer, by action of its Board of Directors, to terminate this Plan in whole
or in part at any time.  The termination of the Plan by an Employer in
no event shall have the effect of revesting any part of the Trust Fund in the
Employer.  The Plan created by execution of this Plan with respect to
any Employer shall be terminated automatically in the event of the dissolution,
consolidation or merger of such Employer or the sale by such Employer of
substantially all of its assets, if the resulting successor corporation or
business entity shall fail to adopt the Plan and Trust under Section 11.3 of
this Plan.  If this Plan is disqualified, the Board of Directors of
the Company, in its discretion, may terminate this Plan.

       

      Section
11.2. Termination of
Trust.  The Trust created by execution of this Plan shall
continue in full force and effect for such time as may be necessary to
accomplish the purposes for which it is created, unless sooner terminated and
discontinued by the Board of Directors.  Notice of such termination
shall be given to the Trustee by the Plan Committee in the form of an instrument
in writing executed by the Company pursuant to the action of its Board of
Directors, together with a certified copy of the resolution of the Board of
Directors to that effect.  In its discretion the Plan Committee may
receive a favorable determination letter from the Internal Revenue Service
stating that the prior qualified status of the Plan has not been affected by
such termination.  Such termination shall take effect as of the date
of the delivery of the notice of termination and favorable determination letter,
if obtained, to the Trustee.  The Plan Administrator shall file such
terminal reports as are required in Article IX of this Plan.

       

      Section
11.3. Continuance of Plan and
Trust by Successor Business.  With the approval of the Company,
a successor business may continue this Plan and Trust by proper action of the
proprietor or partners, if not a corporation, and, if a corporation, by
resolution of its Board of Directors, and by executing a proper supplemental
agreement to this Plan and Trust with the Trustee.  Within 90 days
from the Effective Date of such dissolution, consolidation, merger, or sale of
assets of an Employer, if such successor business does not adopt and continue
this Plan and Trust, this Plan shall be terminated automatically as of the end
of such 90-day period.

       

      Section
11.4. Merger, Consolidation, or
Transfer of Assets or Liabilities of the Plan.  The Board of
Directors may merge or consolidate this Plan with any other plan or may transfer
the assets or liabilities of the Plan to any other plan if each Participant in
the Plan (if the Plan then terminated) would receive a benefit immediately after
the merger, consolidation, or transfer which 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 then had terminated). If any merger,
consolidation, or transfer of assets or liabilities occurs, the Plan
Administrator shall file such reports as required in Article IX of this
Plan.

       

      Section
11.5. Distribution of Trust Fund
on Termination of Trust.  If the trust is terminated under this
Article XI, the Trustee shall determine the value of the Trust Fund and of the
respective interest of the Participants and beneficiaries under Article V of
this Plan as of the business day next following the date of such
termination.  The value of the Account of each respective Participant
or Beneficiary in the Trust Fund shall be vested in its entirety as of the date
of the termination of the Plan.  The Trustee then shall transfer to
each Participant or Beneficiary the net balance of the Participant's Account
unless the Plan Committee directs the Trustee to retain the assets and pay them
under the terms of this Plan as if no termination had occurred.  Upon
the termination of the Plan and Trust, if the Employer does not maintain any
other defined contribution plan (other than an employee stock ownership plan, as
defined in Code Section 4975(e)(7)), the Trustee may distribute each
Participant’s interest in the Plan in a lump sum within a reasonable period of
time after such termination without the need for Participant
consent.  For purposes of this section, a “reasonable period of time”
will include any time needed to obtain a favorable determination letter from the
Internal Revenue Service on the qualification of the Plan and Trust upon such
termination.

       

      
        
          
          

        

        
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      Section
11.6. Amendments to Plan and
Trust.  At any time the Company may amend this Plan and Trust
by action of its Board of Directors, provided that no amendment shall cause the
Trust Fund to be diverted to purposes other than for the exclusive benefit of
the Participants and their beneficiaries.  No amendment shall decrease
the vested interest of any Participant nor shall any amendment increase the
contribution of any Employer or Participant in the Plan.  If an
amended vesting schedule is adopted, any Participant who has five or more years
of service at the later of the date the amendment is adopted or becomes
effective and who is disadvantaged by the amendment, may elect to remain under
the Plan's prior vesting schedule.  Such election must be made within
a period established by the Plan Committee, in accordance with applicable
regulations, and on a form provided by and delivered to the Plan
Committee.  No amendment to the Plan (including a change in the
actuarial basis for determining optional benefits) shall be effective to the
extent that it has the effect of decreasing a Participant's accrued
benefit.  For purposes of this Section 11.6, a Plan amendment that has
the effect of (a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy, or (b) eliminating an optional form of benefit, with
respect to benefits attributable to service before the amendment, will be
treated as reducing accrued benefits.  No amendment shall discriminate
in favor of Employees who are officer, shareholders, or Highly Compensated
Employees.  Notwithstanding anything in this Plan and Trust to the
contrary, the Plan and Trust may be amended at any time to conform to the
provisions and requirements of federal and state law with respect to employees'
trusts or any amendments to such laws or regulations or rulings issued pursuant
to them.  No such amendment shall be considered prejudicial to the
interest of any Participant or Beneficiary under this Plan.

       

      


      
        
          
             


          

          
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      ARTICLE
XII

       

      MISCELLANEOUS

       

      Section
12.1. Benefits To Be Provided
Solely from the Trust Fund.  All benefits payable under this
Plan shall be paid or provided solely from the Trust Fund, and no Employer
assumes liability or responsibility for payment of benefits.

       

      Section
12.2. Notices from Participants To
Be Filed with Plan Committee.  Whenever provision is made in
the Plan that a Participant may exercise any option or election or designate any
Beneficiary, the action of each Participant shall be evidenced by a written
notice signed by the Participant and delivered to the Plan Committee in person
or by certified mail.  If a form is furnished by the Plan Committee
for such purpose, a Participant shall give written notice of his exercise of any
option or election or of his designation of any Beneficiary on the form provided
for such purpose.  Written notice shall not be effective until
received by the Plan Committee.

       

      Section
12.3. Text To
Control.  The headings of articles and sections are included
solely for convenience of reference.  If any conflict between any
heading and the text of this Plan and Trust exists, the text shall
control.

       

      Section
12.4. Severability.  If
any provision of this Plan and Trust is illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining
provisions.  On the contrary, such remaining provisions shall be fully
severable, and this Plan and Trust shall be construed and enforced as if such
illegal or invalid provisions never had been inserted in this Plan.

       

      Section
12.5. Jurisdiction.  This
Plan shall be construed and administered under the laws of the State of Alaska
when the laws of that jurisdiction are not in conflict with federal substantive
law.

       

      Section
12.6. Plan for Exclusive Benefit
of Participants; Reversion Prohibited.  This Plan and Trust has
been established for the exclusive benefit of the Participants and their
beneficiaries.  Under no circumstances shall any funds contributed to
or held by the Trustee at any time revert to or be used by or enjoyed by an
Employer except to the extent permitted by law.

       

      Section
12.7. Transferability
Restriction.  A derivative security issued under the Plan,
including but not limited to Class B common stock of the Company, is not
transferable by the Participant other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act or the rules
under those acts.  The designation of a beneficiary by an officer,
director, or other Participant in the Plan does not constitute a transfer under
the Plan.

       

      


      
        
          
             


          

          
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      IN
WITNESS THEREOF, the parties to this agreement have executed this document by
their duly authorized officers this 24th day of November,
2007.

       

      Attest:                                                                           GENERAL
COMMUNICATION, INC.

      


      /s/ John M. Lowber                       By: /s/ Ronald
Duncan                 
                                                                

      Secretary

                    
Title:  President and
CEO            
                                                                           

      


      


      
        
          
             


          

          
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