exhibit10_22.htm


    Exhibit 10.22

    The
CORPORATEplan

    for
RetirementSM

    Fidelity
Basic Plan Document No. 02


    
      
        
          


          The
CORPORATEplan for RetirementSM Basic
Plan Document 02

           10/9/2003

          


          Ó2003 FMR Corp.

          All
rights reserved.

          


        

         


      

      
        1

        
          

        

      

      
         


      

    


    The CORPORATEplan

    for RetirementSM

    


    Preamble.

    Article
1.  Adoption
Agreement.

    Article
2.  Definitions.

    
      	
               
      

            	
              2.01.  Definitions.

            


    

    
      	
               
      

            	
              2.02.  Pronouns.

            


    

    
      	
               
      

            	
              2.03.  Special
      Effective Dates.

            


    

    Article
3.  Service.

    
      	
               
      

            	
              3.01.  Crediting
      of Eligibility Service

            


    

    
      	
               
      

            	
              3.02.  Re-Crediting
      of Eligibility Service Following Termination of
      Employment.

            


    

    
      	
               
      

            	
              3.03.  Crediting
      of Vesting Service.

            


    

    
      	
               
      

            	
              3.04.  Application
      of Vesting Service to a Participant's Account Following a Break in Vesting
      Service.

            


    

    
      	
               
      

            	
              3.05.  Service
      with Predecessor Employer.

            


    

    
      	
               
      

            	
              3.06.  Change
      in Service Crediting.

            


    

    Article
4.  Participation.

    
      	
               
      

            	
              4.01.  Date
      of Participation.

            


    

    
      	
               
      

            	
              4.02.  Transfers
      Out of Covered Employment.

            


    

    
      	
               
      

            	
              4.03.  Transfers
      Into Covered Employment.

            


    

    
      	
               
      

            	
              4.04.  Resumption
      of Participation Following
Reemployment.

            


    

    Article
5.  Contributions.

    
      	
               
      

            	
              5.01.  Contributions
      Subject to Limitations.

            


    

    
      	
               
      

            	
              5.02.  Compensation
      Taken into Account in Determining
  Contributions.

            


    

    
      	
               
      

            	
              5.03.  Deferral
      Contributions.

            


    

    
      	
               
      

            	
              5.04.  Employee
      Contributions.

            


    

    
      	
               
      

            	
              5.05.  No
      Deductible Employee
Contributions.

            


    

    
      	
               
      

            	
              5.06.  Rollover
      Contributions.

            


    

    
      	
               
      

            	
              5.07.  Qualified
      Nonelective Employer
Contributions.

            


    

    
      	
               
      

            	
              5.08.  Matching
      Employer Contributions.

            


    

    
      	
               
      

            	
              5.09.  Qualified
      Matching Employer
Contributions.

            


    

    
      	
               
      

            	
              5.10.  Nonelective
      Employer Contributions.

            


    

    
      	
               
      

            	
              5.11.  Vested
      Interest in Contributions.

            


    

    
      	
               
      

            	
              5.12.  Time
      for Making Contributions.

            


    

    
      	
               
      

            	
              5.13.  Return
      of Employer Contributions.

            


    

    Article
6.  Limitations on
Contributions.

    
      	
               
      

            	
              6.01.  Special
      Definitions.

            


    

    
      	
               
      

            	
              6.02.  Code
      Section 402(g) Limit on Deferral
  Contributions.

            


    

    
      	
               
      

            	
              6.03.  Additional
      Limit on Deferral
Contributions

            


    

    
      	
               
      

            	
              6.04.  Allocation
      and Distribution of "Excess
  Contributions"

            


    

    
      	
               
      

            	
              6.05.  Reductions
      in Deferral Contributions to Meet Code
  Requirements.

            


    

    
      	
               
      

            	
              6.06.  Limit
      on Matching Employer Contributions and Employee
      Contributions

            


    

    
      	
               
      

            	
              6.07.  Allocation,
      Distribution, and Forfeiture of "Excess Aggregate
      Contributions"

            


    

    
      	
               
      

            	
              6.08.  Aggregate
      Limit on "Contribution Percentage Amounts" and "Includable
      Contributions"

            


    

    
      	
               
      

            	
              6.09.  Income
      or Loss on Distributable
Contributions.

            


    

    
      	
               
      

            	
              6.10.  Deemed
      Satisfaction of "ADP"
Test

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.11.  Deemed
      Satisfaction of "ACP" Test With Respect to Matching Employer
      Contributions

            


    

    
      	
               
      

            	
              6.12.  Code
      Section 415 Limitations.

            


    

    Article
7.  Participants'
Accounts.

    
      	
               
      

            	
              7.01.  Individual
      Accounts.

            


    

    
      	
               
      

            	
              7.02.  Valuation
      of Accounts.

            


    

    Article
8.  Investment of
Contributions.

    
      	
               
      

            	
              8.01.  Manner
      of Investment.

            


    

    
      	
               
      

            	
              8.02.  Investment
      Decisions.

            


    

    
      	
               
      

            	
              8.03.  Participant
      Directions to Trustee.

            


    

    Article
9.  Participant
Loans.

    
      	
               
      

            	
              9.01.  Special
      Definitions.

            


    

    
      	
               
      

            	
              9.02.  Participant
      Loans.

            


    

    
      	
               
      

            	
              9.03.  Separate
      Loan Procedures

            


    

    
      	
               
      

            	
              9.04.  Availability
      of Loans.

            


    

    
      	
               
      

            	
              9.05.  Limitation
      on Loan Amount.

            


    

    
      	
               
      

            	
              9.06.  Interest
      Rate.

            


    

    
      	
               
      

            	
              9.07.  Level
      Amortization.

            


    

    
      	
               
      

            	
              9.08.  Security.

            


    

    
      	
               
      

            	
              9.09.  Transfer
      and Distribution of Loan Amounts from Permissible
      Investments.

            


    

    
      	
               
      

            	
              9.10.  Default.

            


    

    
      	
               
      

            	
              9.11.  Effect
      of Termination Where Participant has Outstanding Loan
      Balance.

            


    

    
      	
               
      

            	
              9.12.  Deemed
      Distributions Under Code Section
72(p).

            


    

    
      	
               
      

            	
              9.13.  Determination
      of Account Value Upon Distribution Where Plan Loan is
      Outstanding.

            


    

    Article
10.  In-Service
Withdrawals.

    
      	
               
      

            	
              10.01.  Availability
      of In-Service Withdrawals.

            


    

    
      	
               
      

            	
              10.02.  Withdrawal
      of Employee Contributions.

            


    

    
      	
               
      

            	
              10.03.  Withdrawal
      of Rollover Contributions.

            


    

    
      	
               
      

            	
              10.04.  Age
      59 1/2
      Withdrawals.

            


    

    
      	
               
      

            	
              10.05.  Hardship
      Withdrawals.

            


    

    
      	
               
      

            	
              10.06.  Preservation
      of Prior Plan In-Service Withdrawal
  Rules.

            


    

    
      	
               
      

            	
              10.07.  Restrictions
      on In-Service Withdrawals.

            


    

    
      	
               
      

            	
              10.08.  Distribution
      of Withdrawal Amounts.

            


    

    Article
11.  Right
to Benefits.

    
      	
               
      

            	
              11.01.  Normal
      or Early Retirement.

            


    

    
      	
               
      

            	
              11.02.  Late
      Retirement.

            


    

    
      	
               
      

            	
              11.03.  Disability
      Retirement.

            


    

    
      	
               
      

            	
              11.04.  Death.

            


    

    
      	
               
      

            	
              11.05.  Other
      Termination of Employment.

            


    

    
      	
               
      

            	
              11.06.  Application
      for Distribution.

            


    

    
      	
               
      

            	
              11.07.  Application
      of Vesting Schedule Following Partial
  Distribution.

            


    

    
      	
               
      

            	
              11.08.  Forfeitures.

            


    

    
      	
               
      

            	
              11.09.  Application
      of Forfeitures.

            


    

    
      	
               
      

            	
              11.10.  Reinstatement
      of Forfeitures.

            


    

    
      	
               
      

            	
              11.11.  Adjustment
      for Investment Experience

            


    

    Article
12.  Distributions.

    
      	
               
      

            	
              12.01.  Restrictions
      on Distributions.

            


    

    
      	
               
      

            	
              12.02.  Timing
      of Distribution Following Retirement or Termination of
      Employment.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              12.03.  Participant
      Consent to Distribution.

            


    

    
      	
               
      

            	
              12.04.  Required
      Commencement of Distribution to
  Participants.

            


    

    
      	
               
      

            	
              12.05.  Required
      Commencement of Distribution to
  Beneficiaries.

            


    

    
      	
               
      

            	
              12.06.  Whereabouts
      of Participants and
Beneficiaries.

            


    

    Article
13.  Form of
Distribution.

    
      	
               
      

            	
              13.01.  Normal
      Form of Distribution Under Profit Sharing
  Plan.

            


    

    
      	
               
      

            	
              13.02.  Cash
      Out Of Small Accounts.

            


    

    
      	
               
      

            	
              13.03.  Minimum
      Distributions.

            


    

    
      	
               
      

            	
              13.04.  Direct
      Rollovers.

            


    

    
      	
               
      

            	
              13.05.  Notice
      Regarding Timing and Form of
  Distribution.

            


    

    
      	
               
      

            	
              13.06.  Determination
      of Method of Distribution.

            


    

    
      	
               
      

            	
              13.07.  Notice
      to Trustee.

            


    

    Article
14.  Superseding Annuity
Distribution Provisions.

    
      	
               
      

            	
              14.01.  Special
      Definitions.

            


    

    
      	
               
      

            	
              14.02.  Applicability.

            


    

    
      	
               
      

            	
              14.03.  Annuity
      Form of Payment.

            


    

    
      	
               
      

            	
              14.04.  "Qualified
      Joint and Survivor Annuity" and "Qualified Preretirement Survivor Annuity
      Requirements".

            


    

    
      	
               
      

            	
              14.05.  Waiver
      of the "Qualified Joint and Survivor Annuity" and/or "Qualified
      Preretirement Survivor Annuity
Rights".

            


    

    
      	
               
      

            	
              14.06.  Spouse's
      Consent to Waiver.

            


    

    
      	
               
      

            	
              14.07.  Notice
      Regarding "Qualified Joint and Survivor
  Annuity"

            


    

    
      	
               
      

            	
              14.08.  Notice
      Regarding "Qualified Preretirement Survivor
  Annuity"

            


    

    
      	
               
      

            	
              14.09.  Former
      Spouse.

            


    

    Article
15.  Top-Heavy
Provisions.

    
      	
               
      

            	
              15.01.  Definitions.

            


    

    
      	
               
      

            	
              15.02.  Application.

            


    

    
      	
               
      

            	
              15.03.  Minimum
      Contribution.

            


    

    
      	
               
      

            	
              15.04.  Modification
      of Allocation Provisions to Meet Minimum Contribution
      Requirements.

            


    

    
      	
               
      

            	
              15.05.  Adjustment
      to the Limitation on Contributions and
  Benefits.

            


    

    
      	
               
      

            	
              15.06.  Accelerated
      Vesting.

            


    

    
      	
               
      

            	
              15.07.  Exclusion
      of Collectively-Bargained
Employees.

            


    

    Article
16.  Amendment and
Termination.

    
      	
               
      

            	
              16.01.  Amendments
      by the Employer that do Not Affect Prototype
  Status.

            


    

    
      	
               
      

            	
              16.02.  Amendments
      by the Employer that Affect Prototype
  Status.

            


    

    
      	
               
      

            	
              16.03.  Amendment
      by the Mass Submitter Sponsor and the Prototype
      Sponsor..

            


    

    
      	
               
      

            	
              16.04.  Amendments
      Affecting Vested and/or Accrued
Benefits.

            


    

    
      	
               
      

            	
              16.05.  Retroactive
      Amendments.

            


    

    
      	
               
      

            	
              16.06.  Termination.

            


    

    
      	
               
      

            	
              16.07.  Distribution
      upon Termination of the
Plan.

            


    

    
      	
               
      

            	
              16.08.  Merger
      or Consolidation of Plan; Transfer of Plan
  Assets.

            


    

    Article
17.  Amendment and Continuation
of Prior Plan; Transfer of Funds to or from Other Qualified
Plans.

    
      	
               
      

            	
              17.01.  Amendment
      and Continuation of Prior
Plan.

            


    

    
      	
               
      

            	
              17.02.  Transfer
      of Funds from an Existing
Plan.

            


    

    
      	
               
      

            	
              17.03.  Acceptance
      of Assets by Trustee.

            


    

    
      	
               
      

            	
              17.04.  Transfer
      of Assets from Trust.

            


    

    Article
18.  Miscellaneous.

    
      	
               
      

            	
              18.01.  Communication
      to Participants.

            


    

    
      	
               
      

            	
              18.02.  Limitation
      of Rights.

            


    

    
      	
               
      

            	
              18.03.  Nonalienability
      of Benefits.

            


    

    
      	
               
      

            	
              18.04.  Qualified
      Domestic Relations Orders
Procedures.

            


    

    
      	
               
      

            	
              18.05.  Additional
      Rules for Paired Plans.

            


    

    
      	
               
      

            	
              18.06.  Application
      of Plan Provisions in Multiple Employer
  Plans.

            


    

    
      	
               
      

            	
              18.07.  Veterans
      Reemployment Rights.

            


    

    
      	
               
      

            	
              18.08.  Facility
      of Payment.

            


    

    
      	
               
      

            	
              18.09.  Information
      between Employer and
Trustee.

            


    

    
      	
               
      

            	
              18.10.  Effect
      of Failure to Qualify Under
Code.

            


    

    
      	
               
      

            	
              18.11.  Directions,
      Notices and Disclosure.

            


    

    
      	
               
      

            	
              18.12.  Governing
      Law.

            


    

    Article
19.  Plan
Administration.

    
      	
               
      

            	
              19.01.  Powers
      and Responsibilities of the
  Administrator.

            


    

    
      	
               
      

            	
              19.02.  Nondiscriminatory
      Exercise of Authority.

            


    

    
      	
               
      

            	
              19.03.  Claims
      and Review Procedures.

            


    

    
      	
               
      

            	
              19.04.  Named
      Fiduciary.

            


    

    
      	
               
      

            	
              19.05.  Costs
      of Administration.

            


    

    Article
20.  Trust
Agreement.

    
      	
               
      

            	
              20.01.  Acceptance
      of Trust Responsibilities.

            


    

    
      	
               
      

            	
              20.02.  Establishment
      of Trust Fund.

            


    

    
      	
               
      

            	
              20.03.  Exclusive
      Benefit.

            


    

    
      	
               
      

            	
              20.04.  Powers
      of Trustee.

            


    

    
      	
               
      

            	
              20.05.  Accounts.

            


    

    
      	
               
      

            	
              20.06.  Approval
      of Accounts.

            


    

    
      	
               
      

            	
              20.07.  Distribution
      from Trust Fund.

            


    

    
      	
               
      

            	
              20.08.  Transfer
      of Amounts from Qualified
Plan.

            


    

    
      	
               
      

            	
              20.09.  Transfer
      of Assets from Trust.

            


    

    
      	
               
      

            	
              20.10.  Separate
      Trust or Fund for Existing Plan
Assets.

            


    

    
      	
               
      

            	
              20.11.  Self-Directed
      Brokerage Option.

            


    

    
      	
               
      

            	
              20.12.  Employer
      Stock Investment Option.

            


    

    
      	
               
      

            	
              20.13.  Voting;
      Delivery of Information.

            


    

    
      	
               
      

            	
              20.14.  Compensation
      and Expenses of Trustee.

            


    

    
      	
               
      

            	
              20.15.  Reliance
      by Trustee on Other Persons.

            


    

    
      	
               
      

            	
              20.16.  Indemnification
      by Employer.

            


    

    
      	
               
      

            	
              20.17.  Consultation
      by Trustee with Counsel.

            


    

    
      	
               
      

            	
              20.18.  Persons
      Dealing with the Trustee.

            


    

    
      	
               
      

            	
              20.19.  Resignation
      or Removal of Trustee.

            


    

    
      	
               
      

            	
              20.20.  Fiscal
      Year of the Trust.

            


    

    
      	
               
      

            	
              20.21.  Discharge
      of Duties by Fiduciaries.

            


    

    
      	
               
      

            	
              20.22.  Amendment.

            


    

    
      	
               
      

            	
              20.23.  Plan
      Termination.

            


    

    
      	
               
      

            	
              20.24.  Permitted
      Reversion of Funds to
Employer.

            


    

    
      	
               
      

            	
              20.25.  Governing
      Law.

            


    

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Preamble.

    


    This
prototype plan consists of three parts:  (1) an Adoption Agreement
that is a separate document incorporated by reference into this Basic Plan
Document; (2) this Basic Plan Document; and (3) a Trust Agreement that is a part
of this Basic Plan Document and is found in Article 20. Each part of the
prototype plan contains substantive provisions that are integral to the
operation of the plan. The Adoption Agreement is the means by which an adopting
Employer elects the optional provisions that shall apply under its plan. The
Basic Plan Document describes the standard provisions elected in the Adoption
Agreement. The Trust Agreement describes the powers and duties of the Trustee
with respect to plan assets.

    


    The
prototype plan is intended to qualify under Code Section 401(a). Depending upon
the Adoption Agreement completed by an adopting Employer, the prototype plan may
be used to implement a money purchase pension plan, a profit sharing plan, or a
profit sharing plan with a cash or deferred arrangement intended to qualify
under Code Section 401(k).

    


    Article
1. Adoption
Agreement.

    


    Article
2. Definitions.

    


    2.01. Definitions.  Wherever used
herein, the following terms have the meanings set forth below, unless a
different meaning is clearly required by the context:

    


    (a)  "Account" means an account
established for the purpose of recording any contributions made on behalf of a
Participant and any income, expenses, gains, or losses incurred thereon. The
Administrator shall establish and maintain sub-accounts within a Participant's
Account as necessary to depict accurately a Participant's interest under the
Plan.

    


    (b)  "Active Participant" means any
Eligible Employee who has met the requirements of Article 4 to participate in
the Plan and who may be entitled to receive allocations under the
Plan.

    


    (c)  "Administrator" means the
Employer adopting this Plan, as listed in Subsection 1.02(a) of the Adoption
Agreement, or any other person designated by the Employer in Subsection 1.01(c)
of the Adoption Agreement.

    


    (d)  "Adoption Agreement" means
Article 1, under which the Employer establishes and adopts, or amends the Plan
and Trust and designates the optional provisions selected by the Employer, and
the Trustee accepts its responsibilities under Article 20. The provisions of the
Adoption Agreement shall be an integral part of the Plan.

    


    (e)  "Annuity Starting Date" means
the first day of the first period for which an amount is payable as an annuity
or in any other form permitted under the Plan.

    


    (f)  "Basic Plan Document" means
this Fidelity prototype plan document, qualified with the National Office of the
Internal Revenue Service as Basic Plan Document No. 02.

    


    (g)  "Beneficiary" means the person
or persons (including a trust) entitled under Section 11.04 or 14.04 to receive
benefits under the Plan upon the death of a Participant; provided, however, that
for purposes of Section 13.03 such term shall be applied in accordance with Code
Section 401(a)(9) and the regulations thereunder.

    


    (h)  "Break in Vesting Service"
means a 12-consecutive-month period beginning on an Employee's Severance Date or
any anniversary thereof in which the Employee is not credited with an Hour of
Service.

    


    Notwithstanding
the foregoing, the following special rules apply in determining whether an
Employee who is on leave has incurred a Break in Vesting Service:

    


    (1)  If
an individual is absent from work because of "maternity/ paternity leave" beyond
the first anniversary of his Severance Date, the 12-consecutive-month period
beginning on the individual's Severance Date shall not constitute a Break in
Vesting Service. For purposes of this paragraph, "maternity/paternity leave"
means a leave of absence (A) by reason of the pregnancy of the individual, (B)
by reason of the birth of a child of the individual, (C) by reason of the
placement of a child with the individual in connection with the adoption of such
child by the individual, or (D) for purposes of caring for a child for the
period beginning immediately following such birth or placement.

    


    (2)  If
an individual is absent from work because of "FMLA leave" and returns to
employment with the Employer or a Related Employer following such "FMLA leave",
he shall not incur a Break in Vesting Service during any 12-consecutive-month
period beginning on his Severance Date or anniversaries thereof in which he is
absent because of such "FMLA leave". For purposes of this paragraph, "FMLA
leave" means an approved leave of absence pursuant to the Family and Medical
Leave Act of 1993.

    


    (i)  "Code" means the Internal
Revenue Code of 1986, as amended from time to time.

     

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j)  "Compensation" means wages as
defined in Code Section 3401(a) and all other payments of compensation to an
Eligible Employee by the Employer (in the course of the Employer's trade or
business) for services to the Employer while employed as an Eligible Employee
for which the Employer is required to furnish the Eligible Employee a written
statement under Code Sections 6041(d) and 6051(a)(3). Compensation must be
determined without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)).

    


    For any
Self-Employed Individual, Compensation means Earned Income; provided, however,
that if the Employer elects to exclude specified items from Compensation, such
Earned Income shall be adjusted in a similar manner so that it is equivalent
under regulations issued under Code Section 414(s) to Compensation for
Participants who are not Self-Employed Individuals.

    


    Compensation
shall generally be based on the amount actually paid to the Eligible Employee
during the Plan Year or, for purposes of Articles 5 (and, for Plan Years
beginning prior to January 1, 2003, Article 15) so elected by the Employer in
Subsection 1.05(c) of the Adoption Agreement, during that portion of the Plan
Year during which the Eligible Employee is an Active Participant.
Notwithstanding the preceding sentence, Compensation for purposes of Section
6.12 (Code Section 415 Limitations) shall be based on the amount actually paid
or made available to the Participant during the Limitation Year.

    


    If the
initial Plan Year of a new plan consists of fewer than 12 months, calculated
from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption
Agreement through the end of such initial Plan Year, Compensation for such
initial Plan Year shall be determined as follows:

    


    (1) If
the Plan is a profit sharing plan, for purposes of allocating Nonelective
Employer Contributions under Section 1.11 of the Adoption Agreement (other than
Nonelective Employer Contributions made in accordance with the Safe Harbor
Nonelective Employer Contributions Addendum to the Adoption Agreement) and
determining Highly Compensated Employees under Subsection 2.01(z), the initial
Plan Year shall be the 12-month period ending on the last day of the Plan
Year.

    


    (2)  For
purposes of Section 6.12 (Code Section 415 Limitations) where the Limitation
Year is based on the Plan Year, the Limitation Year shall be the 12-month period
ending on the last day of the Plan Year.

    


    (3)  For
all other purposes, the initial Plan Year shall be the period from the Effective
Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end
of the initial Plan Year.

    


    The
annual Compensation of each Active Participant taken into account for
determining benefits provided under the Plan for any determination period shall
not exceed the annual Compensation limit under Code Section 401(a)(17) as in
effect on the first day of the determination period. This limit shall be
adjusted by the Secretary to reflect increases in the cost of living, as
provided in Code Section 401(a)(17)(B); provided, however, that the dollar
increase in effect on January 1 of any calendar year is effective for
determination periods beginning in such calendar year. If a Plan determines
Compensation over a determination period that contains fewer than 12 calendar
months (a "short determination period"), then the Compensation limit for such
"short determination period" is equal to the Compensation limit for the calendar
year in which the "short determination period" begins multiplied by the ratio
obtained by dividing the number of full months in the "short determination
period" by 12; provided, however, that such proration shall not apply if there
is a "short determination period" because (i) the Employer elected in Subsection
1.05(c) of the Adoption Agreement to determine contributions based only on
Compensation paid during the portion of the Plan Year during which an individual
was an Active Participant, (ii) an Employee is covered under the Plan less than
a full Plan Year, or (iii) Deferral Contributions and/or Matching Employer
Contributions are contributed for each pay period during the Plan Year and are
based on Compensation for that pay period.

    


    (k)  "Contribution Period" means the
period for which Matching Employer and Nonelective Employer Contributions are
made and calculated. The Contribution Period for additional Matching Employer
Contributions, as described in Subsection 1.10(b) of the Adoption Agreement and
Nonelective Employer Contributions is the Plan Year. The Contribution Period for
basic Matching Employer Contributions, as described in Subsection 1.10(a)of the
Adoption Agreement, is the period specified by the Employer in Subsection
1.10(c) of the Adoption Agreement.

    


    (l)  "Deferral Contribution" means
any contribution made to the Plan by the Employer in accordance with the
provisions of Section 5.03.

    


    (m)  "Early Retirement Age" means
the early retirement age specified in Subsection 1.13(b) of the Adoption
Agreement, if any.

    


    (n)  "Earned Income" means the net
earnings of a Self-Employed Individual derived from the trade or business with
respect to which the Plan is established and for which the personal services of
such individual are a material income-providing factor, excluding any items not
included in gross income and the deductions allocated to such items, except that
net earnings shall be determined with regard to the deduction allowed under Code
Section 164(f), to the extent applicable to the Employer. Net earnings shall be
reduced by contributions of the Employer to any qualified plan, to the extent a
deduction is allowed to the Employer for such contributions under Code Section
404.

    


    (o)  "Effective Date" means the
effective date specified by the Employer in Subsection 1.01(g)(1) or (2) of the
Adoption Agreement with respect to the Plan, if this is a new plan, or with
respect to the amendment and restatement, if this is an amendment and
restatement of the Plan. The Employer may select special Effective Dates with
respect to specified Plan provisions, as set forth in Section (a) of the Special
Effective Dates Addendum to the Adoption Agreement. In the event that another
plan is merged into and made a part of the Plan, the effective date of the
merger shall be reflected in Section (b) of the Special Effective Dates Addendum
to the Adoption Agreement.

    


    If this
is an amendment and restatement of the Plan, and the Plan was not amended prior
to the effective date specified by the Employer in Subsection 1.01(g)(2) of the
Adoption Agreement to comply with the requirements of the Acts specified in the
Snap Off Addendum to the Adoption Agreement, the effective dates specified in
such Snap Off Addendum shall apply with respect to those provisions specified
therein. Such effective dates may be earlier than the date specified in
Subsection 1.01(g)(2) of the Adoption Agreement.

    


    (p)  "Eligibility Computation
Period" means each 12-consecutive-month period beginning with an
Employee's Employment Commencement Date and each anniversary
thereof.

    


    (q)  "Eligibility Service" means an
Employee's service that is taken into account in determining his eligibility to
participate in the Plan as may be required under Subsection 1.04(b) of the
Adoption Agreement. Eligibility Service shall be credited in accordance with
Article 3.

     

     

    
      
        
        

      

      
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    (r)  "Eligible Employee" means any
Employee of the Employer who is in the class of Employees eligible to
participate in the Plan. The Employer must specify in Subsection 1.04(c) of the
Adoption Agreement any Employee or class of Employees not eligible to
participate in the Plan. If Article 1 of the Employer's Plan is a
Non-Standardized Adoption Agreement, regardless of the Employer's selection in
Subsection  1.04(c) of the Adoption Agreement,  the
following Employees are automatically excluded from eligibility to participate
in the Plan:

    


    (1)  any
individual who is a signatory to a contract, letter of agreement, or other
document that acknowledges his status as an independent contractor not entitled
to benefits under the Plan or who is not otherwise classified by the Employer as
a common law employee and with respect to whom the Employer does not withhold
income taxes and file Form W-2 (or any replacement Form), with the Internal
Revenue Service and does not remit Social Security payments to the Federal
government, even if such individual is later adjudicated to be a common law
employee; and

    


    (2)  any
Employee who is a resident of Puerto Rico.

    


    If the
Employer elects to exclude collective bargaining employees from the eligible
class, the exclusion applies to any Employee of the Employer included in a unit
of Employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, unless the collective bargaining agreement requires the Employee to
be covered under the Plan. The term "employee representatives" does not include
any organization more than half the members of which are owners, officers, or
executives of the Employer.

    


    If the
Employer does not elect to exclude Leased Employees from the eligible class,
contributions or benefits provided by the leasing organization which are
attributable to services performed for the Employer shall be treated as provided
by the Employer and there shall be no duplication of benefits under this
Plan.

    


    (s)  "Employee" means any common law
employee of the Employer or a Related Employer, any Self-Employed Individual,
and any Leased Employee. Notwithstanding the foregoing, a Leased Employee shall
not be considered an Employee if Leased Employees do not constitute more than 20
percent of the Employer's non-highly compensated work-force (taking into account
all Related Employers) and the Leased Employee is covered by a money purchase
pension plan maintained by the leasing organization and providing (1) a
nonintegrated employer contribution rate of at least 10 percent of compensation,
as defined for purposes of Code Section 415(c)(3), but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
gross income under Code Section 125, 132(f)(4), 402(e)(3), 402(h) or 403(b), (2)
full and immediate vesting, and (3) immediate participation by each employee of
the leasing organization.

    


    (t)  "Employee Contribution" means
any after-tax contribution made by an Active Participant to the
Plan.

    


    (u)  "Employer" means the employer
named in Subsection 1.02(a) of the Adoption Agreement and any Related Employer
included as an Employer under this Subsection 2.01(u). If Article 1 of the
Employer's Plan is a Standardized Adoption Agreement, the term "Employer"
includes all Related Employers; provided, however, that if an employer becomes a
Related Employer as a result of an asset or stock acquisition, merger or other
similar transaction, the term "Employer" shall not include such employer for
periods prior to the earlier of (1) the date as of which Subsection 1.02(b) of
the Adoption Agreement is amended to name such employer or (2) the first day of
the second Plan Year beginning after the date of such transaction. If Article 1
of the Employer's Plan is a Non-Standardized Adoption Agreement, the term
"Employer" includes only those Related Employers designated in Subsection
1.02(b) of the Adoption Agreement.

    


    If the
organization or other entity named in the Adoption Agreement is a sole
proprietor or a professional corporation and the sole proprietor of such
proprietorship or the sole shareholder of the professional corporation dies,
then the legal representative of such sole proprietor or shareholder shall be
deemed to be the Employer until such time as, through the disposition of such
sole proprietor's or sole shareholder's estate or otherwise, any organization or
other entity succeeds to the interests of the sole proprietor in the
proprietorship or the sole shareholder in the professional corporation. The
legal representative of a sole proprietor or shareholder shall be (1) the person
appointed as such by the sole proprietor or shareholder prior to his death under
a legally enforceable power of attorney, or, if none, (2) the executor or
administrator of the sole proprietor's or shareholder's estate.

    


    If one of
the Employers designated in Subsection 1.02(b) of the Adoption Agreement is not
a Related Employer, the term "Employer" includes such un-Related Employer and
the provisions of Section 18.06 shall apply.

    


    (v)  "Employment Commencement Date"
means the date on which an Employee first performs an Hour of
Service.

    


    (w)  "Entry Date" means the date
specified by the Employer in Subsection 1.04(d) or (e) of the Adoption Agreement
as of which an Eligible Employee who has met the applicable eligibility
requirements begins to participate in the Plan. The Employer may specify
different Entry Dates for purposes of eligibility to participate in the Plan by
(1) making Deferral Contributions and (2) receiving allocations of Matching
and/or Nonelective Employer Contributions.

    


    (x)  "ERISA" means the Employee
Retirement Income Security Act of 1974, as from time to time
amended.

    


    (y)  "Fund Share" means the share,
unit, or other evidence of ownership in a Permissible Investment.

     

     

    
      
        
        

      

      
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    (z)  "Highly Compensated Employee"
means both highly compensated active Employees and highly compensated former
Employees.

    


    A highly
compensated active Employee includes any Employee who performs service for the
Employer during the "determination year" and who (1) at any time during the
"determination year" or the "look-back year" was a five percent owner or (2)
received Compensation from the Employer during the "look-back year" in excess of
$80,000 (as adjusted pursuant to Code Section 415(d)) and, if elected by the
Employer in Section 1.06 of the Adoption Agreement, was a member of the top-paid
group for such year.

    


    For this
purpose, the "determination year" shall be the Plan Year. The "look-back year"
shall be the twelve-month period immediately preceding the "determination year",
unless the Employer has elected in Section 1.06 of the Adoption Agreement to
make the "look-back year" the calendar year beginning within the preceding Plan
Year.

    


    A highly
compensated former Employee includes any Employee who separated from service (or
was deemed to have separated) prior to the "determination year", performs no
service for the Employer during the "determination year", and was a highly
compensated active Employee for either the separation year or any "determination
year" ending on or after the Employee's 55th birthday, as determined under the
rules in effect for determining Highly Compensated Employees for such separation
year or "determination year".

    


    The
determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
shall be made in accordance with Code Section 414(q) and the Treasury
Regulations issued thereunder.

    


    For
purposes of this Subsection 2.01(z), Compensation shall include amounts that are
not includable in the gross income of an Employee under a salary reduction
agreement by reason of the application of Code Section 125, 132(f)(4),
402(e)(3), 402(h), or 403(b).

    


    (aa)  "Hour of Service", with respect
to any individual, means:

    


    (1)  Each
hour for which the individual is directly or indirectly paid, or entitled to
payment, for the performance of duties for the Employer or a Related Employer,
each such hour to be credited to the individual for the Eligibility Computation
Period in which the duties were performed;

    


    (2)  Each
hour for which the individual is directly or indirectly paid, or entitled to
payment, by the Employer or a Related Employer (including payments made or due
from a trust fund or insurer to which the Employer contributes or pays premiums)
on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity, disability, layoff, jury duty, military
duty, or leave of absence, each such hour to be credited to the individual for
the Eligibility Computation Period in which such period of time occurs, subject
to the following rules:

    


    (A)  No
more than 501 Hours of Service shall be credited under this paragraph (2) on
account of any single continuous period during which the individual performs no
duties, unless the individual performs no duties because of military duty, the
individual's employment rights are protected by law, and the individual returns
to employment with the Employer or a Related Employer during the period that his
employment rights are protected under Federal law;

    


    (B)  Hours
of Service shall not be credited under this paragraph (2) for a payment which
solely reimburses the individual for medically-related expenses, or which is
made or due under a plan maintained solely for the purpose of complying with
applicable worker's compensation, unemployment compensation or disability
insurance laws; and

    


    (C)  If
the period during which the individual performs no duties falls within two or
more Eligibility Computation Periods and if the payment made on account of such
period is not calculated on the basis of units of time, the Hours of Service
credited with respect to such period shall be allocated between not more than
the first two such Eligibility Computation Periods on any reasonable basis
consistently applied with respect to similarly situated
individuals;

    


    (3)   Each
hour not counted under paragraph (1) or (2) for which he would have been
scheduled to work for the Employer or a Related Employer during the period that
he is absent from work because of military duty, provided the individual's
employment rights are protected under Federal law and the individual returns to
work with the Employer or a Related Company during the period that his
employment rights are protected, each such hour to be credited to the individual
for the Eligibility Computation Period for which he would have been scheduled to
work; and

    


    (4)  Each
hour not counted under paragraph (1), (2), or (3) for which back pay,
irrespective of mitigation of damages, has been either awarded or agreed to be
paid by the Employer or a Related Employer, shall be credited to the individual
for the Eligibility Computation Period to which the award or agreement pertains
rather than the Eligibility Computation Period in which the award, agreement, or
payment is made.

    


    For
purposes of paragraphs (2) and (4) above, Hours of Service shall be calculated
in accordance with the provisions of Section 2530.200b-2(b) of the Department of
Labor regulations, which are incorporated herein by reference.

    


    Notwithstanding
any other provision of this Subsection to the contrary, the Employer may elect
to credit Hours of Service in accordance with any of the equivalencies set forth
in paragraphs (d), (e), or (f) of Department of Labor Regulations Section
2530.200b-3.

    


    (bb)  "Inactive Participant" means
any individual who was an Active Participant, but is no longer an Eligible
Employee and who has an Account under the Plan.

     

     

    
      
        
        

      

      
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    (cc)  "Leased Employee" means any
individual who provides services to the Employer or a Related Employer (the
"recipient") but is not otherwise an employee of the recipient if (1) such
services are provided pursuant to an agreement between the recipient and any
other person (the "leasing  organization"), (2) such individual has
performed services for the recipient (or for the recipient and any related
persons within the meaning of Code Section 414(n)(6)) on a substantially
full-time basis for at least one year, and (3) such services are performed under
primary direction of or control by the recipient. The determination of who is a
Leased Employee shall be made in accordance with any rules and regulations
issued by the Secretary of the Treasury or his delegate.

    


    (dd)  "Limitation Year" means the
12-consecutive-month period designated by the Employer in Subsection 1.01(f) of
the Adoption Agreement. If no other Limitation Year is designated by the
Employer, the Limitation Year shall be the calendar year. All qualified plans of
the Employer and any Related Employer must use the same Limitation Year. If the
Limitation Year is amended to a different 12-consecutive-month period, the new
Limitation Year must begin on a date within the Limitation Year in which the
amendment is made.

    


    (ee)  "Matching Employer
Contribution" means any contribution made by the Employer to the Plan in
accordance with Section 5.08 or 5.09 on account of an Active Participant's
Deferral Contributions.

    


    (ff)  "Mass Submitter Sponsor" means
Fidelity Management & Research Company or its successor.

    


    (gg)  "Nonelective Employer
Contribution" means any contribution made by the Employer to the Plan in
accordance with Section 5.10.

    


    (hh)  "Non-Highly Compensated
Employee" means any Employee who is not a Highly Compensated
Employee.

    


    (ii)  "Normal Retirement Age" means
the normal retirement age specified in Subsection 1.13(a) of the Adoption
Agreement. If the Employer enforces a mandatory retirement age in accordance
with Federal law, the Normal Retirement Age is the lesser of that mandatory age
or the age specified in Subsection 1.13(a) of the Adoption
Agreement.

    


    (jj)  "Participant" means any
individual who is either an Active Participant or an Inactive
Participant.

    


    (kk)  "Permissible Investment" means
the investments specified by the Employer as available for investment of assets
of the Trust and agreed to by the Trustee and the Prototype Sponsor. The
Permissible Investments under the Plan shall be listed in the Service
Agreement.

    


    (ll)  "Plan" means the plan
established by the Employer in the form of the prototype plan, as set forth
herein as a new plan or as an amendment to an existing plan, by executing the
Adoption Agreement, together with any and all amendments hereto.

    


    (mm)  "Plan Year" means the
12-consecutive-month period ending on the date designated by the Employer in
Subsection 1.01(d) of the Adoption Agreement, except that the initial Plan Year
of a new Plan may consist of fewer than 12 months, calculated from the Effective
Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end
of such initial Plan Year, in which event Compensation for such initial Plan
Year shall be treated as provided in Subsection 2.01(j).

    


    (nn)  "Prototype Sponsor" means
Fidelity Management & Research Company or its successor.

    


    (oo)  "Qualified Matching Employer
Contribution" means any contribution made by the Employer to the Plan on
account of Deferral Contributions or Employee Contributions made by or on behalf
of Active Participants in accordance with Section 5.09, that may be included in
determining whether the Plan meets the "ADP" test described in Section
6.03.

    


    (pp)  "Qualified Nonelective Employer
Contribution" means any contribution made by the Employer to the Plan on
behalf of Non-Highly Compensated Employees in accordance with Section 5.07, that
may be included in determining whether the Plan meets the "ADP" test described
in Section 6.03 or the "ACP" test described in Section 6.06.

    


    (qq)  "Reemployment Commencement
Date" means the date on which an Employee who terminates employment with
the Employer and all Related Employers first performs an Hour of Service
following such termination of employment.

    


    (rr)  "Related Employer" means any
employer other than the Employer named in Subsection 1.02(a) of the Adoption
Agreement if the Employer and such other employer are members of a controlled
group of corporations (as defined in Code Section 414(b)) or an affiliated
service group (as defined in Code Section 414(m)), or are trades or businesses
(whether or not incorporated) which are under common control (as defined in Code
Section 414(c)), or such other employer is required to be aggregated with the
Employer pursuant to regulations issued under Code Section 414(o); provided,
however, that if Article 1 of the Employer's Plan is a Standardized Adoption
Agreement, for purposes of Subsection 1.02(b) of the Adoption Agreement, the
term "Related Employer" shall not include any employer that becomes a Related
Employer as a result of an asset or stock acquisition, merger or other similar
transaction with respect to any period prior to the earlier of (1) the date as
of which Subsection 1.02(b) of the Adoption Agreement is amended to name such
employer or (2) the first day of the second Plan Year beginning after the date
of such transaction.

     

     

    
      
        
        

      

      
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    (ss)  "Required Beginning Date"
means:

    


    (1)  for
a Participant who is not a five percent owner, April 1 of the calendar year
following the calendar year in which occurs the later of (i) the Participant's
retirement or (ii) the Participant's attainment of age 70 1/2;
provided, however, that a Participant may elect to have his Required Beginning
Date determined without regard to the provisions of clause (i).

    


    (2)  for
a Participant who is a five percent owner, April 1 of the calendar year
following the calendar year in which the Participant attains age 70 1/2.

    


    Once the
Required Beginning Date of a five percent owner or a Participant who has elected
to have his Required Beginning Date determined in accordance with the provisions
of Section 2.01(ss)(1)(ii) has occurred, such Required Beginning Date shall not
be re-determined, even if the Participant ceases to be a five percent owner in a
subsequent year or continues in employment with the Employer or a Related
Employer.

    


    For
purposes of this Subsection 2.01(ss), a Participant is treated as a five percent
owner if such Participant is a five percent owner as defined in Code Section
416(i) (determined in accordance with Code Section 416 but without regard to
whether the Plan is top-heavy) at any time during the Plan Year ending with or
within the calendar year in which such owner attains age 70 1/2.

    


    (tt)  "Rollover Contribution" means
any distribution from a qualified plan (or an individual retirement account
holding only assets allocable to a distribution from a qualified plan) that an
Employee elects to contribute to the Plan in accordance with the provisions of
Section 5.06.

    


    (uu)  "Self-Employed Individual"
means an individual who has Earned Income for the taxable year from the Employer
or who would have had Earned Income but for the fact that the trade or business
had no net profits for the taxable year, including, but not limited to, a
partner in a partnership, a sole proprietor, a member in a limited liability
company or a shareholder in a subchapter S corporation.

    


    (vv)  "Service Agreement" means the
agreement between the Employer and the Prototype Sponsor (or an agent or
affiliate of the Prototype Sponsor) relating to the provision of investment and
other services to the Plan and shall include any addendum to the agreement and
any other separate written agreement between the Employer and the Prototype
Sponsor (or an agent or affiliate of the Prototype Sponsor) relating to the
provision of services to the Plan.

    


    (ww)  "Severance Date" means the
earlier of (i) the date an Employee retires, dies, quits, or is discharged from
employment with the Employer and all Related Employers or (ii) the 12-month
anniversary of the date on which the Employee was otherwise first absent from
employment; provided, however, that if an individual terminates or is absent
from employment with the Employer and all Related Employers because of military
duty, such individual shall not incur a Severance Date if his employment rights
are protected under Federal law and he returns to employment with the Employer
or a Related Employer within the period during which he retains such employment
rights, but, if he does not return to such employment within such period, his
Severance Date shall be the earlier of (1) the anniversary of the date his
absence commenced or (2) the last day of the period during which he retains such
employment rights.

    


    (xx)  "Trust" means the trust created
by the Employer in accordance with the provisions of Section 20.01.

    


    (yy)  "Trust Agreement" means the
agreement between the Employer and the Trustee, as set forth in Article 20,
under which the assets of the Plan are held, administered, and
managed.

    


    (zz)  "Trustee" means Fidelity
Management Trust Company or its successor. The term Trustee shall include any
delegate of the Trustee as may be provided in the Trust Agreement.

    


    (aaa)  "Trust Fund" means the property
held in Trust by the Trustee for the Accounts of Participants and their
Beneficiaries.

    


    (bbb)  "Vesting Service" means an
Employee's service that is taken into account in determining his vested interest
in his Matching Employer and Nonelective Employer Contributions Accounts as may
be required under Section 1.15 of the Adoption Agreement. Vesting Service shall
be credited in accordance with Article 3.

    


    2.02. Pronouns.  Pronouns used in
the Plan are in the masculine gender but include the feminine gender unless the
context clearly indicates otherwise.

    


    2.03. Special
Effective Dates.  Some provisions
of the Plan are only effective beginning as of a specified date or until a
specified date. Any such special effective dates are specified within Plan text
where applicable and are exceptions to the general Plan Effective Date as
defined in Section 2.01(o).

     

    
 

    
      
        
        

      

      
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    Article
3. Service.

    


    3.01. Crediting
of Eligibility Service.  If the Employer
has selected an Eligibility Service requirement in Subsection 1.04(b) of the
Adoption Agreement for an Eligible Employee to become an Active Participant,
Eligibility Service shall be credited to an Employee as follows:

    


    (a)  If
the Employer has selected the one or two year(s) of Eligibility Service
requirement described in Subsection 1.04(b)(1)(C) or (D) of the Adoption
Agreement, an Employee shall be credited with a year of Eligibility Service for
each Eligibility Computation Period during which the Employee has been credited
with at least 1,000 Hours of Service.

    


    (b)  If
the Employer has selected the months of Eligibility Service requirement
described in Subsection 1.04(b)(1)(B) of the Adoption Agreement, an Employee
shall be credited with Eligibility Service for the aggregate of the periods
beginning with the Employee's Employment Commencement Date (or Reemployment
Commencement Date) and ending on his subsequent Severance Date; provided,
however, that an Employee who has a Reemployment Date within the
12-consecutive-month period following the earlier of the first date of his
absence or his Severance Date shall be credited with Eligibility Service for the
period between his Severance Date and his Reemployment Date. Months of
Eligibility Service shall be measured from the Employee's Employment
Commencement Date or Reemployment Commencement Date to the coinciding date in
the applicable following month.

    


    3.02. Re-Crediting
of Eligibility Service Following Termination of Employment. An Employee whose employment
with the Employer and all Related Employers terminates and who is subsequently
reemployed by the Employer or a Related Employer shall be re-credited upon
reemployment with his Eligibility Service earned prior to his termination of
employment.

    


    3.03. Crediting
of Vesting Service.  If the Plan
provides for Matching Employer and/or Nonelective Employer Contributions that
are not 100 percent vested when made, Vesting Service shall be credited to an
Employee for the aggregate of the periods beginning with the Employee's
Employment Commencement Date (or Reemployment Commencement Date) and ending on
his subsequent Severance Date; provided, however, that an Employee who has a
Reemployment Date within the 12-consecutive-month period following the earlier
of the first date of his absence or his Severance Date shall be credited with
Vesting Service for the period between his Severance Date and his Reemployment
Date. Fractional periods of a year shall be expressed in terms of
days.

    


    3.04. Application
of Vesting Service to a Participant's Account Following a Break in Vesting
Service.  The following
rules describe how Vesting Service earned before and after a Break in Vesting
Service shall be applied for purposes of determining a Participant's vested
interest in his Matching Employer and Nonelective Employer Contributions
Accounts.

    


    (a)  If
a Participant incurs five-consecutive Breaks in Vesting Service, all years of
Vesting Service earned by the Employee after such Breaks in Service shall be
disregarded in determining the Participant's vested interest in his Matching
Employer and Nonelective Employer Contributions Account balances attributable to
employment before such Breaks in Vesting Service. However, Vesting Service
earned both before and after such Breaks in Vesting Service shall be included in
determining the Participant's vested interest in his Matching Employer and
Nonelective Employer Contributions Account balances attributable to employment
after such Breaks in Vesting Service.

    


    (b)  If
a Participant incurs fewer than five-consecutive Breaks in Vesting Service,
Vesting Service earned both before and after such Breaks in Vesting Service
shall be included in determining the Participant's vested interest in his
Matching Employer and Nonelective Employer Contributions Account balances
attributable to employment both before and after such Breaks in Vesting
Service.

    


    3.05. Service
with Predecessor Employer.  If the Plan is
the plan of a predecessor employer, an Employee's Eligibility and Vesting
Service shall include years of service with such predecessor employer. In any
case in which the Plan is not the plan maintained by a predecessor employer,
service for such predecessor employer shall be treated as Eligibility and
Vesting Service if so specified in Section 1.16 of the Adoption
Agreement.

    


    3.06. Change in
Service Crediting.  If an amendment
to the Plan or a transfer from employment as an Employee covered under another
qualified plan maintained by the Employer or a Related Employer results in a
change in the method of crediting Eligibility and/or Vesting Service with
respect to a Participant between the Hours of Service crediting method set forth
in Section 2530.200b-2 of the Department of Labor Regulations and the
elapsed-time crediting method set forth in Section 1.410(a)-7 of the Treasury
Regulations, each Participant with respect to whom the method of crediting
Eligibility and/or Vesting Service is changed shall be treated in the manner set
forth in Section 1.410(a)-7(f)(1) of the Treasury Regulations which are
incorporated herein by reference.

    


     

    
      
        
        

      

      
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    Article
4. Participation.

    


    4.01. Date of
Participation.  If the Plan is an
amendment and restatement of a prior plan, all Eligible Employees who were
active participants in the Plan immediately prior to the Effective Date shall
continue as Active Participants on the Effective Date. All Eligible Employees
who are in the service of the Employer on the Effective Date (and, if this is an
amendment and restatement of a prior plan, were not active participants in the
prior plan immediately prior to the Effective Date) shall become Active
Participants on the date elected by the Employer in Subsection 1.04(f) of the
Adoption Agreement. Any other Eligible Employee shall become an Active
Participant in the Plan on the Entry Date coinciding with or immediately
following the date on which he first satisfies the eligibility requirements set
forth in Subsections 1.04(a) and 1.04(b) of the Adoption Agreement.

    


    The
Employer may elect different Eligibility Service requirements for purposes of
eligibility (a) to make Deferral Contributions and (b) to receive Nonelective
and/or Matching Employer Contributions. Any Eligibility Service requirement that
the Employer elects to apply in determining an Eligible Employee's eligibility
to make Deferral Contributions shall also apply in determining an Eligible
Employee's eligibility to make Employee Contributions, if Employee Contributions
are permitted under the Plan, and to receive Qualified Nonelective Employer
Contributions. If an Employer elects to have different Eligibility Service
requirements apply, an Eligible Employee who has met the eligibility
requirements with respect to certain contributions, but who has not met the
eligibility requirements with respect to other contributions, shall become an
Active Participant in accordance with the provisions of the preceding paragraph,
but only with respect to the contributions for which he has met the eligibility
requirements.

    


    4.02. Transfers
Out of Covered Employment.  If any Active
Participant ceases to be an Eligible Employee, but continues in the employ of
the Employer or a Related Employer, such Employee shall cease to be an Active
Participant, but shall continue as an Inactive Participant until his entire
Account balance is forfeited or distributed. An Inactive Participant shall not
be entitled to receive an allocation of contributions or forfeitures under the
Plan for the period that he is not an Eligible Employee and wages and other
payments made to him by the Employer or a Related Employer for services other
than as an Eligible Employee shall not be included in Compensation for purposes
of determining the amount and allocation of any contributions to the Account of
such Inactive Participant. Such Inactive Participant shall continue to receive
credit for Vesting Service completed during the period that he continues in the
employ of the Employer or a Related Employer.

    


    4.03. Transfers
Into Covered Employment.  If an Employee
who is not an Eligible Employee becomes an Eligible Employee, such Eligible
Employee shall become an Active Participant immediately as of his transfer date
if such Eligible Employee has already satisfied the eligibility requirements and
would have otherwise previously become an Active Participant in accordance with
Section 4.01. Otherwise, such Eligible Employee shall become an Active
Participant in accordance with Section 4.01.

    


    Wages and
other payments made to an Employee prior to his becoming an Eligible Employee by
the Employer or a Related Employer for services other than as an Eligible
Employee shall not be included in Compensation for purposes of determining the
amount and allocation of any contributions to the Account of such Eligible
Employee.

    


    4.04. Resumption
of Participation Following Reemployment.  If a Participant
who terminates employment with the Employer and all Related Employers is
reemployed as an Eligible Employee, he shall again become an Active Participant
on his Reemployment Date. Any other Employee who terminates employment with the
Employer and all Related Employers and is reemployed by the Employer or a
Related Employer shall become an Active Participant as provided in Section 4.01
or 4.03. Any distribution which a Participant is receiving under the Plan at the
time he is reemployed by the Employer or a Related Employer shall cease except
as otherwise required under Section 12.04.

    


    Article
5. Contributions.

    


    5.01. Contributions
Subject to Limitations.  All contributions
made to the Plan under this Article 5 shall be subject to the limitations
contained in Article 6.

    


    5.02. Compensation
Taken into Account in Determining Contributions.  In determining
the amount or allocation of any contribution that is based on a percentage of
Compensation, only Compensation paid to a Participant for services rendered to
the Employer while employed as an Eligible Employee shall be taken into account.
Except as otherwise specifically provided in this Article 5, for purposes of
determining the amount and allocation of contributions under this Article 5,
Compensation shall not include reimbursements or other expense allowances,
fringe benefits (cash and non-cash), moving expenses, deferred compensation,
welfare benefits, and any items elected by the Employer with respect to such
contributions in Subsection 1.05(a) or (b), as applicable, of the Adoption
Agreement, but shall include amounts that are not includable in the gross income
of the Participant under a salary reduction agreement by reason of the
application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), 403(b), or
457(b).

    


    If the
initial Plan Year of a new plan consists of fewer than 12 months, calculated
from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption
Agreement through the end of such initial Plan Year, except as otherwise
provided in this paragraph, Compensation for purposes of determining the amount
and allocation of contributions under this Article 5 for such initial Plan Year
shall include only Compensation for services during the period beginning on the
Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement and
ending on the last day of the initial Plan Year. Notwithstanding the foregoing,
if the Plan is a profit sharing plan, Compensation for purposes of determining
the amount and allocation of non-safe harbor Nonelective Employer Contributions
under this Article 5 for such initial Plan Year shall include Compensation for
the full 12-consecutive-month period ending on the last day of the initial Plan
Year.

     

     

    
      
        
        

      

      
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    5.03. Deferral
Contributions.  If so provided by
the Employer in Subsection 1.07(a) of the Adoption Agreement, each Active
Participant may elect to execute a salary reduction agreement with the Employer
to reduce his Compensation by a specified percentage or dollar amount, not
exceeding the percentage specified by the Employer in Subsection 1.07(a)(1) of
the Adoption Agreement, per payroll period, subject to any exceptions elected by
the Employer in Subsections 1.07(a)(2) and (3) of the Adoption Agreement, and
equal to a whole number multiple of one percent. If elected by the Employer in
Subsection 1.07(a)(1)(A) of the Adoption Agreement, in lieu of specifying a
percentage of Compensation reduction, an Active Participant may elect to reduce
his Compensation by a specified dollar amount per payroll period, provided that
such dollar amount may not exceed the percentage of Compensation specified by
the Employer in Subsection 1.07(a)(1) of the Adoption Agreement, subject to any
exceptions elected by the Employer in Subsections 1.07(a)(2) and (3) of the
Adoption Agreement.

    


    An Active
Participant's salary reduction agreement shall become effective on the first day
of the first payroll period for which the Employer can reasonably process the
request, but not earlier than the later of (a) the effective date of the
provisions permitting Deferral Contributions or (b) the date the Employer adopts
such provisions. The Employer shall make a Deferral Contribution on behalf of
the Participant corresponding to the amount of said reduction. Under no
circumstances may a salary reduction agreement be adopted
retroactively.

    


    An Active
Participant may elect to change or discontinue the percentage or dollar amount
by which his Compensation is reduced by notice to the Employer as provided in
Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement. Notwithstanding the
Employer's election in Subsection 1.07(a)(1)(B) or (C) of the Adoption
Agreement, if the Employer has elected one of the safe harbor contributions in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement, an Active
Participant may elect to change or discontinue the percentage or dollar amount
by which his Compensation is reduced by notice to the Employer within a
reasonable period, as specified by the Employer (but not less than 30 days), of
receiving the notice described in Section 6.10.

    


    5.04. Employee
Contributions.  If the Employer
elected to permit Deferral Contributions in Subsection 1.07(a) of the Adoption
Agreement and if so provided by the Employer in Subsection 1.08(a)(1) of the
Adoption Agreement, each Active Participant may elect to make non-deductible
Employee Contributions to the Plan in accordance with the rules and procedures
established by the Employer and in an amount not less than one percent of such
Participant's Compensation for the Plan Year.

    


    5.05. No
Deductible Employee Contributions.  No deductible
Employee Contributions may be made to the Plan. Deductible Employee
Contributions made prior to January 1, 1987 shall be maintained in a separate
Account. No part of the deductible Employee Contributions Account shall be used
to purchase life insurance.

    


    5.06. Rollover
Contributions.  An Eligible
Employee who is or was entitled to receive an eligible rollover distribution, as
defined in Code Section 402(c)(4) and Treasury Regulations issued thereunder,
from a qualified plan (or an individual retirement account holding only assets
attributable to a distribution from a qualified plan) may elect to contribute
all or any portion of such distribution to the Trust directly from such
qualified plan or individual retirement account or within 60 days of receipt of
such distribution to the Eligible Employee. Rollover Contributions shall only be
made in the form of cash, allowable Fund Shares, or, if and to the extent
permitted by the Employer with the consent of the Trustee, promissory notes
evidencing a plan loan to the Eligible Employee; provided, however, that
Rollover Contributions shall only be permitted in the form of promissory notes
if the Plan otherwise provides for loans.

    


    An
Eligible Employee who has not yet become an Active Participant in the Plan in
accordance with the provisions of Article 4 may make a Rollover Contribution to
the Plan. Such Eligible Employee shall be treated as a Participant under the
Plan for all purposes of the Plan, except eligibility to have Deferral
Contributions made on his behalf and to receive an allocation of Matching
Employer or Nonelective Employer Contributions.

    


    The
Administrator shall develop such procedures and require such information from
Eligible Employees as it deems necessary to ensure that amounts contributed
under this Section 5.06 meet the requirements for tax-deferred rollovers
established by this Section 5.06 and by Code Section 402(c). No Rollover
Contributions may be made to the Plan until approved by the
Administrator.

    


    If a
Rollover Contribution made under this Section 5.06 is later determined by the
Administrator not to have met the requirements of this Section 5.06 or of the
Code or Treasury regulations, the Trustee shall, within a reasonable time after
such determination is made, and on instructions from the Administrator,
distribute to the Employee the amounts then held in the Trust attributable to
such Rollover Contribution.

    


    A
Participant's Rollover Contributions Account shall be subject to the terms of
the Plan, including Article 14, except as otherwise provided in this Section
5.06.

    


    Notwithstanding
any other provision of this Section 5.06, the Employer may direct the Trustee
not to accept Rollover Contributions.

     

     

    
      
        
        

      

      
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    5.07. Qualified
Nonelective Employer Contributions. The Employer may, in its
discretion, make a Qualified Nonelective Employer Contribution for the Plan Year
in any amount necessary to satisfy or help to satisfy the "ADP" test, described
in Section 6.03, and/or the "ACP" test, described in Section 6.06. Qualified
Nonelective Employer Contributions shall be made and allocated based on
Participants' "testing compensation", as defined in Subsection 6.01(t), rather
than Compensation, as defined in Subsection 2.01(j). Any Qualified Nonelective
Employer Contribution shall be allocated among the Accounts of Non-Highly
Compensated Employees who are Active Participants at any time during the Plan
Year as follows:

    


    (a)  Unless
the Employer elects the allocation formula in Subsection 1.09(a)(1) of the
Adoption Agreement, the Qualified Nonelective Employer Contribution shall be
allocated at the election of the Employer either

    


    (1)  in
the ratio that each eligible Active Participant's "testing compensation", as
defined in Subsection 6.01(t), for the Plan Year bears to the total "testing
compensation" paid to all eligible Active Participants for the Plan Year;
or

    


    (2)  as
a uniform flat dollar amount for each eligible Active Participant for the Plan
Year.

    


    (b)  If
the Employer elects the allocation formula in Subsection 1.09(a)(1) of the
Adoption Agreement, the Qualified Nonelective Employer Contribution shall be
allocated as follows:

    


    (1)  The
eligible Active Participant with the least "testing compensation", as defined in
Subsection 6.01(t), for the Plan Year shall receive an allocation equal to the
lowest of:

    


    (A)  the
maximum amount that may be contributed on the eligible Active Participant's
behalf under Code Section 415, taking into account all other contributions made
by or on behalf of the eligible Active Participant to plans maintained by the
Employer or a Related Employer that are includable as "annual additions", as
defined in Subsection 6.01(b); or

    


    (B)  the
full amount of the Qualified Nonelective Employer Contribution.

    


    (2)  The
eligible Active Participant with the next lowest "testing compensation", as
defined in Subsection 6.01(t), for the Plan Year shall receive an allocation
equal to the lowest of:

    


    (A)  the
maximum amount that may be contributed on the eligible Active Participant's
behalf under Code Section 415, taking into account all other contributions made
by or on behalf of the eligible Active Participant to plans maintained by the
Employer or a Related Employer that are includable as "annual additions", as
defined in Subsection 6.01(b); or

    


    (B)  the
balance of any Qualified Nonelective Employer Contribution remaining after
allocation is made as provided in Subsection 5.07(b)(1) above.

    


    (3)  The
allocation in Subsection 5.07(b)(2) shall be applied individually to each
remaining eligible Active Participant, in ascending order of "testing
compensation", until the Qualified Nonelective Employer Contribution is fully
allocated. Once the Qualified Nonelective Employer Contribution is fully
allocated, no further allocation shall be made to the remaining eligible Active
Participants.

    


    Active
Participants shall not be required to satisfy any Hours of Service or employment
requirement for the Plan Year in order to receive an allocation of Qualified
Nonelective Employer Contributions.

    


    Qualified
Nonelective Employer Contributions shall be distributable only in accordance
with the distribution provisions that are applicable to Deferral Contributions;
provided, however, that a Participant shall not be permitted to take a hardship
withdrawal of amounts credited to his Qualified Nonelective Employer
Contributions Account after the later of December 31, 1988 or the last day of
the Plan Year ending before July 1, 1989.

    


    5.08. Matching
Employer Contributions.
If so provided by the Employer in Section 1.10 of the Adoption Agreement,
the Employer shall make a Matching Employer Contribution on behalf of each
eligible Active Participant, as determined in accordance with Subsection 1.10(d)
and Section 1.12 of the Adoption Agreement, who had Deferral Contributions made
on his behalf during the Contribution Period. The amount of the Matching
Employer Contribution shall be determined in accordance with Subsection 1.10(a)
and/or (b) and/or the Safe Harbor Matching Employer Contribution Addendum to the
Adoption Agreement, as applicable.

    


    5.09. Qualified
Matching Employer Contributions.  If so provided by
the Employer in Subsection 1.10(e) of the Adoption Agreement, prior to making
its Matching Employer Contribution (other than any safe harbor Matching Employer
Contribution) to the Plan, the Employer may designate all or a portion of such
Matching Employer Contribution as a Qualified Matching Employer Contribution.
The Employer shall notify the Trustee of such designation at the time it makes
its Matching Employer Contribution. Qualified Matching Employer Contributions
shall be distributable only in accordance with the distribution provisions that
are applicable to Deferral Contributions; provided, however, that a Participant
shall not be permitted to take a hardship withdrawal of amounts credited to his
Qualified Matching Employer Contributions Account after the later of December
31, 1988 or the last day of the Plan Year ending before July 1,
1989.

    


    If the
amount of an Employer's Qualified Matching Employer Contribution is determined
based on a Participant's Compensation, and the Qualified Matching Employer
Contribution is necessary to satisfy the "ADP" test described in Section 6.03,
the compensation used in determining the amount of the Qualified Matching
Employer Contribution shall be "testing compensation", as defined in Subsection
6.01(t). If the Qualified Matching Employer Contribution is not necessary to
satisfy the "ADP" test described in Section 6.03, the compensation used to
determine the amount of the Qualified Matching Employer Contribution shall be
Compensation as defined in Subsection 2.01(j), modified as provided in Section
5.02.

     

     

    
      
        
        

      

      
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    5.10. Nonelective
Employer Contributions.  If so provided by
the Employer in Section 1.11 of the Adoption Agreement, the Employer shall make
Nonelective Employer Contributions to the Trust in accordance with Subsection
1.11(a)and/or (b) of the Adoption Agreement to be allocated as
follows:

    


    (a)  If
the Plan is a money purchase pension plan or the Employer has elected a fixed
contribution formula, Nonelective Employer Contributions shall be allocated
among eligible Active Participants, as determined in accordance with Subsection
1.11(c) and Section 1.12 of the Adoption Agreement, in the manner specified in
Subsection 1.11(a) or the Safe Harbor Nonelective Employer Contribution Addendum
to the Adoption Agreement, as applicable.

    


    (b)                 If
the Employer has elected a discretionary contribution
amount,  Nonelective Employer Contributions shall be allocated among
eligible Active Participants, as determined in accordance with Subsection
1.11(c) and Section 1.12 of the Adoption Agreement, as follows:

    


    (1)  If
the non-integrated formula is elected in Subsection 1.11(b)(1) of the Adoption
Agreement, Nonelective Employer Contributions shall be allocated to eligible
Active Participants in the ratio that each eligible Active Participant's
Compensation bears to the total Compensation paid to all eligible Active
Participants for the Plan Year; provided, however, that if the Plan is or is
deemed to be a "top-heavy plan", as defined in Subsection 15.01(f), for any Plan
Year, these allocation provisions shall be modified as provided in Section
15.04; or

    


    (2)                 If
the integrated formula is elected in Subsection 1.11(b)(2) of the Adoption
Agreement, Nonelective Employer Contributions shall be allocated in the
following steps:

    


    (A)  First,
to each eligible Active Participant in the same ratio that the sum of the
eligible Active Participant's Compensation and "excess Compensation" for the
Plan Year bears to the sum of the Compensation and "excess Compensation" of all
eligible Active Participants for the Plan Year. This allocation as a percentage
of the sum of each eligible Active Participant's Compensation and "excess
Compensation" shall not exceed the "permitted disparity limit", as defined in
Section 1.11 of the Adoption Agreement.

    


    Notwithstanding
the foregoing, if in any Plan Year an eligible Active Participant has reached
the "cumulative permitted disparity limit", such eligible Active Participant
shall receive an allocation under this Subsection 5.10(b)(2)(A) based on two
times his Compensation for the Plan Year, rather than the sum of his
Compensation and "excess Compensation" for the Plan Year. If an Active
Participant did not benefit under a qualified defined benefit plan or target
benefit plan for any Plan Year beginning on or after January 1, 1994, the Active
Participant shall have no "cumulative disparity limit".

    


    (B)  Second,
if any Nonelective Employer Contributions remain after the allocation in
Subsection 5.10(b)(2)(A), the remaining Nonelective Employer Contributions shall
be allocated to each eligible Active Participant in the same ratio that the
eligible Active Participant's Compensation for the Plan Year bears to the total
Compensation of all eligible Active Participants for the Plan Year.

    


    Notwithstanding
the provisions of Subsections 5.10(b)(2)(A) and (B) above, if in any Plan Year
an eligible Active Participant benefits under another qualified plan or
simplified employee pension, as defined in Code Section 408(k), that provides
for or imputes permitted disparity, the Nonelective Employer Contributions for
the Plan Year allocated to such eligible Active Participant shall be in the
ratio that his Compensation for the Plan Year bears to the total Compensation
paid to all eligible Active Participants.

    


    If the
Plan is or is deemed to be a "top-heavy plan", as defined in Subsection
15.01(f), for any Plan Year, the allocation steps in Subsections 5.10(b)(2)(A)
and (B) shall be modified as provided in Section 15.04.

    


    For
purposes of this Subsection 5.10(b)(2), the following definitions shall
apply:

    


    (C)  "Cumulative permitted disparity
limit" means 35 multiplied by the sum of an Active Participant's annual
permitted disparity fractions, as defined in Sections 1.401(l)-5(b)(3) through
(b)(7) of the Treasury Regulations, attributable to the Active Participant's
total years of service under the Plan and any other qualified plan or simplified
employee pension, as defined in Code Section 408(k), maintained by the Employer
or a Related Employer. For each Plan Year commencing prior to January 1, 1989,
the annual permitted disparity fraction shall be deemed to be one, unless the
Participant never accrued a benefit under any qualified plan or simplified
employee pension maintained by the Employer or a Related Employer during any
such Plan Year. In determining the annual permitted disparity fraction for any
Plan Year, the Employer may elect to assume that the full disparity limit has
been used for such Plan Year.

    


    (D)  "Excess Compensation" means
Compensation in excess of the "integration level" specified by the Employer in
Subsection 1.11(b)(2) of the Adoption Agreement.

    


    5.11. Vested
Interest in Contributions.  A Participant's
vested interest in the following sub-accounts shall be 100 percent:

    


    (a)  his
Deferral Contributions Account;

    


    (b)  his
Qualified Nonelective Contributions Account;

    


    (c)  his
Qualified Matching Employer Contributions Account;

    


    (d) his
Nonelective Employer Contributions Account attributable to Nonelective Employer
Contributions made in accordance with the Safe Harbor Nonelective Employer
Contribution Addendum to the Adoption Agreement that are intended to satisfy the
safe harbor contribution requirement for deemed satisfaction of the "ADP" test
described in Section 6.03;

    


    (e)  his
Matching Employer Contributions Account attributable to Matching Employer
Contributions made in accordance with the Safe Harbor Matching Employer
Contribution Addendum to the Adoption Agreement that are intended to satisfy the
safe harbor contribution requirement for deemed satisfaction of the "ADP" test
described in Section 6.03;

    


    (f)  his
Rollover Contributions Account;

    


    (g)  his
Employee Contributions Account; and

    


    (h)  his
deductible Employee Contributions Account.

    


    A
Participant's vested interest in his Nonelective Employer Contributions Account
attributable to Nonelective Employer Contributions other than those described in
Subsection 5.11(d) above, shall be determined in accordance with the vesting
schedule elected by the Employer in Subsection 1.15(b)(1) of the Adoption
Agreement. A Participant's vested interest in his Matching Employer
Contributions Account attributable to Matching Employer Contributions other than
those described in Subsection 5.11(e) above, shall be determined in accordance
with the vesting schedule elected by the Employer in Subsection 1.15(b)(2) of
the Adoption Agreement.

     

     

    
      
        
        

      

      
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    5.12. Time for
Making Contributions.  The Employer
shall pay its contribution for each Plan Year not later than the time prescribed
by law for filing the Employer's Federal income tax return for the fiscal (or
taxable) year with or within which such Plan Year ends (including extensions
thereof).

    


    The
Employer shall remit any safe harbor Matching Employer Contributions made during
a Plan Year quarter to the Trustee no later than the last day of the immediately
following Plan Year quarter.

    


    The
Employer should remit Employee Contributions and Deferral Contributions to the
Trustee as of the earliest date on which such contributions can reasonably be
segregated from the Employer's general assets, but not later than the 15th
business day of the calendar month following the month in which such amount
otherwise would have been paid to the Participant, or within such other time
frame as may be determined by applicable regulation or legislation.

    


    The
Trustee shall have no authority to inquire into the correctness of the amounts
contributed and paid over to the Trustee, to determine whether any contribution
is payable under this Article 5, or to enforce, by suit or otherwise, the
Employer's obligation, if any, to make a contribution to the
Trustee.

    


    5.13. Return of
Employer Contributions.  The Trustee
shall, upon request by the Employer, return to the Employer the amount (if any)
determined under Section 20.24. Such amount shall be reduced by amounts
attributable thereto which have been credited to the Accounts of Participants
who have since received distributions from the Trust, except to the extent such
amounts continue to be credited to such Participants' Accounts at the time the
amount is returned to the Employer. Such amount shall also be reduced by the
losses of the Trust attributable thereto, if and to the extent such losses
exceed the gains and income attributable thereto, but shall not be increased by
the gains and income of the Trust attributable thereto, if and to the extent
such gains and income exceed the losses attributable thereto. To the extent such
gains exceed losses, the gains shall be forfeited and applied as provided in
Section 11.09. In no event shall the return of a contribution hereunder cause
the balance of the individual Account of any Participant to be reduced to less
than the balance which would have been credited to the Account had the mistaken
amount not been contributed.

    


    


    Article
6. Limitations on
Contributions.

    


    6.01. Special
Definitions.  For purposes of
this Article, the following definitions shall apply:

    


    (a)                 "Aggregate limit" means the
greater of (1) or (2) where (1) is the sum of (A) 125 percent of the greater of
the average "deferral ratio" of the Active Participants who are Non-Highly
Compensated Employees for the "testing year" or the average "contribution
percentage" of Active Participants who are Non-Highly Compensated Employees for
the "testing year" beginning with or within the "testing year" of the cash or
deferred arrangement and (B) the lesser of 200 percent or two plus the lesser of
such average "deferral ratio" or average "contribution percentage" and where (2)
is the sum of (A) 125 percent of the lesser of the average "deferral ratio" of
the Active Participants who are Non-Highly Compensated Employees for the
"testing year" or the average "contribution percentage" of the Active
Participants who are Non-Highly Compensated Employees for the "testing year"
beginning with or within the "testing year" of the cash or deferred arrangement
and (B) the lesser of 200 percent or two plus the greater of such average
"deferral ratio" or average "contribution percentage".

    


    (b)  "Annual additions" mean the sum
of the following amounts allocated to an Active Participant for a Limitation
Year:

    


    (1)  all
employer contributions allocated to an Active Participant's account under
qualified defined contribution plans maintained by the "415 employer", including
amounts applied to reduce employer contributions as provided under Section
11.09;

    


    (2)  all
employee contributions allocated to an Active Participant's account under a
qualified defined contribution plan or a qualified defined benefit plan
maintained by the "415 employer" if separate accounts are maintained with
respect to such Active Participant under the defined benefit plan;

    


    (3)  all
forfeitures allocated to an Active Participant's account under a qualified
defined contribution plan maintained by the "415 employer";

    


    (4)  all
amounts allocated, after March 31, 1984, to an "individual medical benefit
account" which is part of a pension or annuity plan maintained by the "415
employer";

    


    (5)  all
amounts derived from contributions paid or accrued after December 31, 1985, in
taxable years ending after such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a key employee, as defined
in Code Section 419A(d)(3), under a "welfare benefit fund" maintained by the
"415 employer"; and

    


    (6)  all
allocations to an Active Participant under a "simplified employee
pension".

    


    (c)  "Contribution percentage" means
the ratio (expressed as a percentage) of (1) the "contribution percentage
amounts" allocated to an "eligible participant's" accounts for the Plan Year to
(2) the "eligible participant's" "testing compensation" for the Plan
Year.

     

     

    
      
        
        

      

      
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    (d)  "Contribution percentage
amounts" mean:

    


    (1)  any
Employee Contributions made by an "eligible participant" to the
Plan;

    


    (2)  any
Matching Employer Contributions, but excluding (A) Qualified Matching Employer
Contributions that are taken into account in satisfying the "ADP" test described
in Section 6.03 (except that such exclusion shall not apply for any Plan Year in
which the "ADP" test described in Section 6.03 is deemed satisfied pursuant to
Section 6.10) and (B) Matching Employer 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";

    


    (3)  at
the election of the Employer, Qualified Nonelective Employer Contributions,
excluding Qualified Nonelective Employer Contributions that are taken into
account in satisfying the "ADP" test described in Section 6.03; and

    


    (4)  at
the election of the Employer, Deferral Contributions, excluding Deferral
Contributions that are taken into account in satisfying the "ADP" test described
in Section 6.03.

    


    Notwithstanding
the foregoing, for any Plan Year in which the "ADP" test described in Section
6.03 is deemed satisfied pursuant to Section 6.10, "contribution percentage
amounts" shall not include the following:

    


    (5)  any
Deferral Contributions; and

    


    (6)  if
the requirements described in Section 6.11 for deemed satisfaction of the "ACP"
test with respect to Matching Employer Contributions are met, any Matching
Employer Contributions; or if the requirements described in Section 6.11 for
deemed satisfaction of the "ACP" test with respect to Matching Employer
Contributions are not met, any Matching
Employer Contributions made on behalf of an "eligible participant" for the Plan
Year that do not exceed four percent of the "eligible participant's"
Compensation for the Plan Year.

    


    To be
included in determining an "eligible participant's" "contribution percentage"
for a Plan Year, Employee Contributions must be made to the Plan before the end
of such Plan Year and other "contribution percentage amounts" must be allocated
to the "eligible participant's" Account as of a date within such Plan Year and
made before the last day of the 12-month period immediately following the Plan
Year to which the "contribution percentage amounts" relate. If an Employer has
elected the prior year testing method described in Subsection 1.06(a)(2) of the
Adoption Agreement, "contribution percentage amounts" that are taken into
account for purposes of determining the "contribution percentages" of Non-Highly
Compensated Employees for the prior year relate to such prior year. Therefore,
such "contribution percentage amounts" must be made before the last day of the
Plan Year being tested.

    


    Effective
for Plan Years beginning on or after January 1, 1999, if an Employer elects to
change from the current year testing method described in Subsection 1.06(a)(1)
of the Adoption Agreement to the prior year testing method described in
Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not be
considered "contribution percentage amounts" for purposes of determining the
"contribution percentages" of Non-Highly Compensated Employees for the prior
year immediately preceding the Plan Year in which the change is
effective:

    


    (7)                 Qualified
Matching Employer Contributions that were taken into account in satisfying the
"ADP" test described in Section 6.03 for such prior year;

    


    (8)                 Qualified
Nonelective Employer Contributions that were taken into account in satisfying
the "ADP" test described in Section 6.03 or the "ACP" test described in Section
6.06 for such prior year; and

    


    (9)                 all
Deferral Contributions.

    


    (e)  "Deferral ratio" means the
ratio (expressed as a percentage) of (1) the amount of "includable
contributions" made on behalf of an Active Participant for the Plan Year to (2)
the Active Participant's "testing compensation" for such Plan Year. An Active
Participant who does not receive "includable contributions" for a Plan Year
shall have a "deferral ratio" of zero.

    


    (f)  "Defined benefit fraction"
means a fraction, the numerator of which is the sum of the Active Participant's
annual benefits (adjusted to an actuarially equivalent straight life annuity if
such benefit is expressed in a form other than a straight life annuity or
qualified joint and survivor annuity) under all the defined benefit plans
(whether or not terminated) maintained by the "415 employer", each such annual
benefit computed on the assumptions that the Active Participant shall remain in
employment until the normal retirement age under each such plan (or the Active
Participant's current age, if later) and that all other factors used to
determine benefits under such plan shall remain constant for all future
Limitation Years, and the denominator of which is the lesser of 125 percent of
the dollar limitation determined for the Limitation Year under Code Sections
415(b)(1)(A) and 415(d) or 140 percent of the Active Participant's highest
average Compensation for three consecutive calendar years of service during
which the Active Participant was active in each such plan, including any
adjustments under Code Section 415(b). However, if the Active Participant was a
participant as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more defined benefit plans maintained by the "415
employer" which were in existence on May 6, 1986 then the denominator of the
"defined benefit fraction" shall not be less than 125 percent of the Active
Participant's total accrued benefit as of the close of the last Limitation Year
beginning before January 1, 1987, disregarding any changes in the terms and
conditions of such plans made after May 5, 1986, under all such defined benefit
plans that met, individually and in the aggregate, the requirements of Code
Section 415 for all Limitation Years beginning before January 1,
1987.

    


    (g)  "Defined contribution fraction"
means a fraction, the numerator of which is the sum of all "annual additions"
credited to an Active Participant for the current Limitation Year and all prior
Limitation Years and the denominator of which is the sum of the "maximum
permissible amounts" for the current Limitation Year and all prior Limitation
Years during which the Participant was an Employee (regardless of whether the
"415 employer" maintained a defined contribution plan in any such Limitation
Year).

    


    If the
Active Participant was a participant as of the first day of the first Limitation
Year beginning after December 31, 1986, in one or more defined contribution
plans maintained by the "415 employer" which were in existence on May 6, 1986,
then the numerator of the "defined contribution fraction" shall be adjusted if
the sum of this fraction and the "defined benefit fraction" would otherwise
exceed 1.0 under the terms of the Plan. Under the adjustment an amount equal to
the product of (1) the excess of the sum of the fractions over 1.0 and (2) the
denominator of this fraction shall be permanently subtracted from the numerator
of this fraction. The adjustment is calculated using the fractions as they would
be computed as of the end of the last Limitation Year beginning before January
1, 1987, and disregarding any changes in the terms and conditions of the plans
made after May 6, 1986, but using the Section 415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987.

    


    For
purposes of determining the "defined contribution fraction", the "annual
additions" for Limitation Years beginning before January 1, 1987 shall not be
recomputed to treat all employee contributions as "annual
additions".

    


    (h)  "Determination year" means (1)
for purposes of determining income or loss with respect to "excess deferrals",
the calendar year in which the "excess deferrals" were made and (2) for purposes
of determining income or loss with respect to "excess contributions", and
"excess aggregate contributions", the Plan Year in which such "excess
contributions" or "excess aggregate contributions" were made.

     

     

    
      
        
        

      

      
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    (i)                 "Elective deferrals" mean all
employer contributions, other than Deferral Contributions, made on behalf of a
Participant pursuant to an election to defer under any qualified CODA as
described in Code Section 401(k), any simplified employee pension cash or
deferred arrangement as described in Code Section 402(h)(1)(B), any eligible
deferred compensation plan under Code Section 457, any plan as described under
Code Section 501(c)(18), and any employer contributions made on behalf of a
Participant pursuant to a salary reduction agreement for the purchase of an
annuity contract under Code Section 403(b). "Elective deferrals" shall not
include any deferrals properly distributed as excess "annual
additions".

    


    (j)  "Eligible participant" means
any Active Participant who is eligible to make Employee Contributions, or
Deferral Contributions (if the Employer takes such contributions into account in
calculating "contribution percentages"), or to receive a Matching Employer
Contribution. Notwithstanding the foregoing, the term "eligible participant"
shall not include any Active Participant who is included in a unit of Employees
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and one or more
employers.

    


    (k)  "Excess aggregate
contributions" with respect to any Plan Year mean the excess
of

    


    (1)  The
aggregate "contribution percentage amounts" actually taken into account in
computing the average "contribution percentages" of "eligible participants" who
are Highly Compensated Employees for such Plan Year, over

    


    (2)  The
maximum amount of "contribution percentage amounts" permitted to be made on
behalf of Highly Compensated Employees under Section 6.06 (determined by
reducing "contribution percentage amounts" made for the Plan Year on behalf of
"eligible participants" who are Highly Compensated Employees in order of their
"contribution percentages" beginning with the highest of such "contribution
percentages").

    


    "Excess
aggregate contributions" shall be determined after first determining "excess
deferrals" and then determining "excess contributions".

    


    (l)  "Excess contributions" with
respect to any Plan Year mean the excess of

    


    (1)  The
aggregate amount of "includable contributions" actually taken into account in
computing the average "deferral percentage" of Active Participants who are
Highly Compensated Employees for such Plan Year, over

    


    (2)  The
maximum amount of "includable contributions" permitted to be made on behalf of
Highly Compensated Employees under Section 6.03 (determined by reducing
"includable contributions" made for the Plan Year on behalf of Active
Participants who are Highly Compensated Employees in order of their "deferral
ratios", beginning with the highest of such "deferral ratios").

    


    (m)  "Excess deferrals" mean those
Deferral Contributions and/or "elective deferrals" that are includable in a
Participant's gross income under Code Section 402(g) to the extent such
Participant's Deferral Contributions and/or "elective deferrals" for a calendar
year exceed the dollar limitation under such Code Section for such calendar
year.

    


    (n)  "Excess 415 amount" means the
excess of an Active Participant's "annual additions" for the Limitation Year
over the "maximum permissible amount".

    


    (o)  "415 employer" means the
Employer and any other employers which constitute a controlled group of
corporations (as defined in Code Section 414(b) as modified by Code Section
415(h)) or which constitute trades or businesses (whether or not incorporated)
which are under common control (as defined in Code Section 414(c) as modified by
Code Section 415(h)) or which constitute an affiliated service group (as defined
in Code Section 414(m)) and any other entity required to be aggregated with the
Employer pursuant to regulations issued under Code Section 414(o).

    


    (p)  "Includable contributions"
mean:

    


    (1) any
Deferral Contributions made on behalf of an Active Participant, including
"excess deferrals" of Highly Compensated Employees, but excluding (a) "excess
deferrals" of Non-Highly Compensated Employees that arise solely from Deferral
Contributions made under the Plan or plans maintained by the Employer or a
Related Employer and (b) Deferral Contributions that are taken into account in
satisfying the "ACP" test described in Section 6.06;

    


    (2) at
the election of the Employer, Qualified Nonelective Employer Contributions,
excluding Qualified Nonelective Employer Contributions that are taken into
account in satisfying the "ACP" test described in Section 6.06; and

    


    (3)  at
the election of the Employer, Qualified Matching Employer Contributions;
provided, however, that the Employer may not elect to treat Qualified Matching
Employer Contributions as "includable contributions" for any Plan Year in which
the "ADP" test described in Section 6.03 is deemed satisfied pursuant to Section
6.10.

    


    To be
included in determining an Active Participant's "deferral ratio" for a Plan
Year, "includable contributions" must be allocated to the Participant's Account
as of a date within such Plan Year and made before the last day of the 12-month
period immediately following the Plan Year to which the "includable
contributions" relate. If an Employer has elected the prior year testing method
described in Subsection 1.06(a)(2) of the Adoption Agreement, "includable
contributions" that are taken into account for purposes of determining the
"deferral ratios" of Non-Highly Compensated Employees for the prior year relate
to such prior year. Therefore, such "includable contributions" must be made
before the last day of the Plan Year being tested.

    


    Effective
for Plan Years beginning on or after January 1, 1999, if an Employer elects to
change from the current year testing method described in Subsection 1.06(a)(1)
of the Adoption Agreement to the prior year testing method described in
Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not be
considered "includable contributions" for purposes of determining the "deferral
ratios" of Non-Highly Compensated Employees for the prior year immediately
preceding the Plan Year in which the change is effective:

    


    (4)                 Deferral
Contributions that were taken into account in satisfying the "ACP" test
described in Section 6.06 for such prior year;

    


    (5)                 Qualified
Nonelective Employer Contributions that were taken into account in satisfying
the "ADP" test described in Section 6.03 or the "ACP" test described in Section
6.06 for such prior year; and

    


    (6)                 all
Qualified Matching Employer Contributions.

    


    (q)  "Individual medical benefit
account" means an individual medical benefit account as defined in Code
Section 415(l)(2).

     

     

    
      
        
        

      

      
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    (r)  "Maximum permissible amount"
means for a Limitation Year with respect to any Active Participant the lesser of
(1) $30,000 (adjusted as provided in Code Section 415(d)) or (2) 25 percent of
the Active Participant's Compensation for the Limitation Year. If a short
Limitation Year is created because of an amendment changing the Limitation Year
to a different 12-consecutive-month period, the dollar limitation specified in
clause (1) above shall be adjusted by multiplying it by a fraction the numerator
of which is the number of months in the short Limitation Year and the
denominator of which is 12.

    


    The
Compensation limitation specified in clause (2) above shall not apply to any
contribution for medical benefits within the meaning of Code Section 401(h) or
419A(f)(2) after separation from service which is otherwise treated as an
"annual addition" under Code Section 419A(d)(2) or 415(l)(1).

    


    (s)  "Simplified employee pension"
means a simplified employee pension as defined in Code Section
408(k).

    


    (t)  "Testing compensation" means
compensation as defined in Code Section 414(s). "Testing compensation" shall be
based on the amount actually paid to a Participant during the "testing year" or,
at the option of the Employer, during that portion of the "testing year" during
which the Participant is an Active Participant; provided, however, that if the
Employer elected different Eligibility Service requirements for purposes of
eligibility to make Deferral Contributions and to receive Matching Employer
Contributions, then "testing compensation" must be based on the amount paid to a
Participant during the full "testing year".

    


    The
annual "testing compensation" of each Active Participant taken into account in
applying the "ADP" test described in Section 6.03 and the "ACP" test described
in Section 6.06 for any "testing year" shall not exceed the annual compensation
limit under Code Section 401(a)(17) as in effect on the first day of the
"testing year". This limit shall be adjusted by the Secretary to reflect
increases in the cost of living, as provided in Code Section 401(a)(17)(B);
provided, however, that the dollar increase in effect on January 1 of any
calendar year is effective for "testing years" beginning in such calendar year.
If a Plan determines "testing compensation" over a period that contains fewer
than 12 calendar months (a "short determination period"), then the Compensation
limit for such "short determination period" is equal to the Compensation limit
for the calendar year in which the "short determination period" begins
multiplied by the ratio obtained by dividing the number of full months in the
"short determination period" by 12; provided, however, that such proration shall
not apply if there is a "short determination period" because (1) the Employer
elected in accordance with any rules and regulations issued by the Secretary of
the Treasury or his delegate to apply the "ADP" test described in Section 6.03
and/or the "ACP" test described in Section 6.06 based only on Compensation paid
during the portion of the "testing year" during which an individual was an
Active Participant or (2) an Employee is covered under the Plan for fewer than
12 calendar months.

    


    (u)  "Testing year"
means

    


    (1)                 if
the Employer has elected the current year testing method in Subsection
1.06(a)(1) of the Adoption Agreement, the Plan Year being tested.

    


    (2)                 if
the Employer has elected the prior year testing method in Subsection 1.06(a)(2)
of the Adoption Agreement, the Plan Year immediately preceding the Plan Year
being tested.

    


    (v)  "Welfare benefit fund" means a
welfare benefit fund as defined in Code Section 419(e).

    


    6.02. Code
Section 402(g) Limit on Deferral Contributions.  In no event shall
the amount of Deferral Contributions made under the Plan for a calendar year,
when aggregated with the "elective deferrals" made under any other plan
maintained by the Employer or a Related Employer, exceed the dollar limitation
contained in Code Section 402(g) in effect at the beginning of such calendar
year.

    


    A
Participant may assign to the Plan any "excess deferrals" made during a calendar
year by notifying the Administrator on or before March 15 following the calendar
year in which the "excess deferrals" were made of the amount of the "excess
deferrals" to be assigned to the Plan. A Participant is deemed to notify the
Administrator of any "excess deferrals" that arise by taking into account only
those Deferral Contributions made to the Plan and those "elective deferrals"
made to any other plan maintained by the Employer or a Related Employer.
Notwithstanding any other provision of the Plan, "excess deferrals", plus any
income and minus any loss allocable thereto, as determined under Section 6.09,
shall be distributed no later than April 15 to any Participant to whose Account
"excess deferrals" were so assigned for the preceding calendar year and who
claims "excess deferrals" for such calendar year.

    


    Any
Matching Employer Contributions attributable to "excess deferrals", plus any
income and minus any loss allocable thereto, as determined under Section 6.09,
shall be forfeited and applied as provided in Section 11.09.

    


    "Excess
deferrals" shall be treated as "annual additions" under the Plan, unless such
amounts are distributed no later than the first April 15 following the close of
the calendar year in which the "excess deferrals" were made.

     

     

    
      
        
        

      

      
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    6.03. Additional
Limit on Deferral Contributions ("ADP" Test).  Notwithstanding
any other provision of the Plan to the contrary, the Deferral Contributions made
with respect to a Plan Year on behalf of Active Participants who are Highly
Compensated Employees for such Plan Year may not result in an average "deferral
ratio" for such Active Participants that exceeds the greater of:

    


    (a)  the
average "deferral ratio" for the "testing year" of Active Participants who are
Non-Highly Compensated Employees for the "testing year" multiplied by 1.25;
or

    


    (b) the
average "deferral ratio" for the "testing year" of Active Participants who are
Non-Highly Compensated Employees for the "testing year" multiplied by two,
provided that the average "deferral ratio" for Active Participants who are
Highly Compensated Employees for the Plan Year being tested does not exceed the
average "deferral ratio" for Participants who are Non-Highly Compensated
Employees for the "testing year" by more than two percentage
points.

    


    For the
first Plan Year in which the Plan provides a cash or deferred arrangement, the
average "deferral ratio" for Active Participants who are Non-Highly Compensated
Employees used in determining the limits applicable under Subsections 6.03(a)
and (b) shall be either three percent or the actual average "deferral ratio" for
such Active Participants for such first Plan Year, as elected by the Employer in
Section 1.06(b) of the Adoption Agreement.

    


    The
deferral ratios of Active Participants who are included in a unit of Employees
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement shall be disaggregated from the "deferral ratios" of other
Active Participants and the provisions of this Section 6.03 shall be applied
separately with respect to each group.

    


    The
"deferral ratio" for any Active Participant who is a Highly Compensated Employee
for the Plan Year being tested and who is eligible to have "includable
contributions" allocated to his accounts under two or more cash or deferred
arrangements described in Code Section 401(k) that are maintained by the
Employer or a Related Employer, shall be determined as if such "includable
contributions" were made under a single arrangement. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single arrangement. Notwithstanding
the foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code Section 401(k).

    


    If this
Plan satisfies the requirements of Code Section 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 6.03 shall be applied by determining the "deferral
ratios" of Employees as if all such plans were a single plan. Plans may be
aggregated in order to satisfy Code Section 401(k) only if they have the same
plan year.

    


    The
Employer shall maintain records sufficient to demonstrate satisfaction of the
"ADP" test and the amount of Qualified Nonelective and/or Qualified Matching
Employer Contributions used in such test.

    


    6.04. Allocation
and Distribution of "Excess Contributions".  Notwithstanding
any other provision of this Plan, the "excess contributions" allocable to the
Account of a Participant, plus any income and minus any loss allocable thereto,
as determined under Section 6.09, shall be distributed to the Participant no
later than the last day of the Plan Year immediately following the Plan Year in
which the "excess contributions" were made. If such excess amounts are
distributed more than 2 1/2
months after the last day of the Plan Year in which the "excess
contributions" were made, a ten percent excise tax shall be imposed on the
Employer maintaining the Plan with respect to such amounts.

    


    The
"excess contributions" allocable to a Participant's Account shall be determined
by reducing the "includable contributions" made for the Plan Year on behalf of
Active Participants who are Highly Compensated Employees in order of the dollar
amount of such "includable contributions", beginning with the highest such
dollar amount.

    


    "Excess
contributions" shall be treated as "annual additions".

    


    Any
Matching Employer Contributions attributable to "excess contributions", plus any
income and minus any loss allocable thereto, as determined under Section 6.09,
shall be forfeited and applied as provided in Section 11.09.

    


    6.05. Reductions
in Deferral Contributions to Meet Code Requirements.  If the
Administrator anticipates that the Plan will not satisfy the "ADP" and/or "ACP"
test for the year, the Administrator may objectively reduce the rate of Deferral
Contributions of Participants who are Highly Compensated Employees to an amount
determined by the Administrator to be necessary to satisfy the "ADP" and/or
"ACP" test.

    


     6.06. Limit on
Matching Employer Contributions and Employee Contributions ("ACP"
Test).  The provisions of
this Section 6.06 shall not apply to Active Participants who are included in a
unit of Employees covered by an agreement which the Secretary of Labor finds to
be a collective bargaining agreement between employee representatives and one or
more employers.

    


    Notwithstanding
any other provision of the Plan to the contrary, Matching Employer Contributions
and Employee Contributions made with respect to a Plan Year by or on behalf of
"eligible participants" who are Highly Compensated Employees for such Plan Year
may not result in an average "contribution percentage" for such "eligible
participants" that exceeds the greater of:

    


    (a)  the
average "contribution percentage" for the "testing year" of "eligible
participants" who are Non-Highly Compensated Employees for the "testing year"
multiplied by 1.25; or

    


    (b)  the
average "contribution percentage" for the "testing year" of "eligible
participants" who are Non-Highly Compensated Employees for the "testing year"
multiplied by two, provided that the average "contribution percentage" for the
Plan Year being tested of "eligible participants" who are Highly Compensated
Employees does not exceed the average "contribution percentage" for the "testing
year" of "eligible participants" who are Non-Highly Compensated Employees for
the "testing year" by more than two percentage points.

    


    For the
first Plan Year in which the Plan provides for "contribution percentage amounts"
to be made, the "ACP" for "eligible participants" who are Non-Highly Compensated
Employees used in determining the limits applicable under paragraphs (a) and (b)
of this Section 6.06 shall be either three percent or the actual "ACP" of such
eligible participants for such first Plan Year, as elected by the Employer in
Section 1.06(b).

    


    The
"contribution percentage" for any "eligible participant" who is a Highly
Compensated Employee for the Plan Year and who is eligible to have "contribution
percentage amounts" allocated to his accounts under two or more plans described
in Code Section 401(a) that are maintained by the Employer or a Related
Employer, shall be determined as if such "contribution percentage amounts" were
contributed under a single plan. If a Highly Compensated Employee participates
in two or more such plans that have different plan years, all plans ending with
or within the same calendar year shall be treated as a single plan.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under Treasury Regulations issued under Code Section
401(m).

    


    If this
Plan satisfies the requirements of Code Section 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 6.06 shall be applied by determining the "contribution
percentages" of Employees as if all such plans were a single plan. Plans may be
aggregated in order to satisfy Code Section 401(m) only if they have the same
plan year.

    


    The
Employer shall maintain records sufficient to demonstrate satisfaction of the
"ACP" test and the amount of Deferral Contributions, Qualified Nonelective
Employer Contributions, and/or Qualified Matching Employer Contributions used in
such test.

     

     

    
      
        
        

      

      
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    6.07. Allocation,
Distribution, and Forfeiture of "Excess Aggregate Contributions".  Notwithstanding
any other provision of the Plan, the "excess aggregate contributions" allocable
to the Account of a Participant, plus any income and minus any loss allocable
thereto, as determined under Section 6.09, shall be forfeited, if forfeitable,
or if not forfeitable, distributed to the Participant no later than the last day
of the Plan Year immediately following the Plan Year in which the "excess
aggregate contributions" were made. If such excess amounts are distributed more
than 2 1/2
months after the last day of the Plan Year in which such "excess aggregate
contributions" were made, a ten percent excise tax shall be imposed on the
Employer maintaining the Plan with respect to such amounts.

    


    The
"excess aggregate contributions" allocable to a Participant's Account shall be
determined by reducing the "contribution percentage amounts" made for the Plan
Year on behalf of "eligible participants" who are Highly Compensated Employees
in order of the dollar amount of such "contribution percentage amounts",
beginning with the highest such dollar amount.

    


    "Excess
aggregate contributions" shall be treated as "annual additions".

    


    "Excess
aggregate contributions" shall be forfeited or distributed from a Participant's
Employee Contributions Account, Matching Employer Contributions Account and if
applicable, the Participant's Deferral Contributions Account and/or Qualified
Nonelective Employer Contributions Account in the order prescribed by the
Employer, who shall direct the Trustee, and which order shall be uniform with
respect to all Participants and non-discriminatory.

    


    Forfeitures
of "excess aggregate contributions" shall be applied as provided in Section
11.09.

    


    6.08. Aggregate
Limit on "Contribution Percentage Amounts" and "Includable
Contributions".  The sum of the
average "deferral ratio" and the average "contribution percentage" of those
Active Participants who are Highly Compensated Employees during the Plan Year
shall not exceed the "aggregate limit". The average "deferral ratio" and average
"contribution percentage" of such Active Participants shall be determined after
any corrections required to meet the "ADP" test, described in Section 6.03, and
the "ACP" test, described in Section 6.06, have been made. Notwithstanding the
foregoing, the "aggregate limit" shall not be exceeded if either the average
"deferral ratio" or the average "contribution percentage" of such Active
Participants for the Plan Year does not exceed 1.25 multiplied by the average
"deferral ratio" or the average "contribution percentage", as applicable, for
the "testing year" of the Active Participants who are Non-Highly Compensated
Employees for the "testing year".

    


    If the
"aggregate limit" would be exceeded for any Plan Year, then the limit shall be
met by reducing the "contribution percentage amounts" contributed for the Plan
Year on behalf of the Active Participants who are Highly Compensated Employees
for such Plan Year (in order of their "contribution percentages", beginning with
the highest such "contribution percentage"). "Contribution percentage amounts"
that are reduced as provided herein shall be treated as "excess aggregate
contributions". If for any Plan Year in which the "ADP" test described in
Section 6.03 is deemed satisfied pursuant to Section 6.10, the average "deferral
ratio" of those Active Participants who are Highly Compensated Employees during
the Plan Year does not meet the "aggregate limit" after reducing the
"contribution percentage amounts" contributed on behalf of such Active
Participants to zero, no further reduction shall be required under this Section
6.08.

    


    6.09. Income or
Loss on Distributable Contributions.  The income or
loss allocable to "excess deferrals", "excess contributions", and "excess
aggregate contributions" shall be determined under one of the following
methods:

    


    (a)  the
income or loss for the "determination year" allocable to the Participant's
Account to which such contributions were made multiplied by a fraction, the
numerator of which is the amount of the distributable contributions and the
denominator of which is the balance of the Participant's Account to which such
contributions were made, determined without regard to any income or loss
occurring during the "determination year"; or

    


    (b) the
income or loss for the "determination year" determined under any other
reasonable method, provided that such method is used consistently for all
Participants in determining the income or loss allocable to distributable
contributions hereunder for the Plan Year, and is used by the Plan in allocating
income or loss to Participants' Accounts.

    


    Income or
loss allocable to the period between the end of the "determination year" and the
date of distribution shall be disregarded in determining income or
loss.

    


    6.10. Deemed
Satisfaction of "ADP" Test.  Notwithstanding
any other provision of this Article 6 to the contrary, for any Plan Year
beginning on or after January 1, 1999, if the Employer has elected one of the
safe harbor contributions in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption
Agreement and complies with the notice requirements described herein for such
Plan Year, the Plan shall be deemed to have satisfied the "ADP" test described
in Section 6.03. The Employer shall provide a notice to each Active Participant
during the Plan Year describing the following:

    


    (a)  the
formula used for determining the amount of the safe harbor contribution to be
made on behalf of Active Participants for the Plan Year or a statement that the
Plan may be amended during the Plan Year to provide for a safe harbor
Nonelective Employer Contribution for the Plan Year equal to at least three
percent of each Active Participant's Compensation for the Plan
Year;

    


    (b)  any
other employer contributions provided under the Plan and any requirements that
Active Participants must satisfy to be entitled to receive such employer
contributions;

    


    (c)  the
type and amount of Compensation that may be deferred under the Plan as Deferral
Contributions;

    


    (d)  the
procedures for making a cash or deferred election under the Plan and the periods
during which such elections may be made or changed; and

    


    (e)  the
withdrawal and vesting provisions applicable to contributions under the
Plan.

    


    The
descriptions required in (b) through (e) may be provided by cross references to
the relevant sections of an up to date summary plan description. Such notice
shall be written in a manner calculated to be understood by the average Active
Participant. The Employer shall provide the notice to each Active Participant
within one of the following periods, whichever is applicable:

    


    (f)  if
the employee is an Active Participant 90 days before the beginning of the Plan
Year, within the period beginning 90 days and ending 30 days before the first
day of the Plan Year; or

    


    (g)  if
the employee becomes an Active Participant after the date described in paragraph
(f) above, within the period beginning 90 days before and ending on the date he
becomes an Active Participant;

    


    provided,
however, that such notice shall not be required to be provided to an Active
Participant earlier than is required under any guidance published by the
Internal Revenue Service.

    


    If an
Employer that provides notice that the Plan may be amended to provide a safe
harbor Nonelective Employer Contribution for the Plan Year does amend the Plan
to provide such contribution, the Employer shall provide a supplemental notice
to all Active Participants stating that a safe harbor Nonelective Employer
Contribution in the specified amount shall be made for the Plan Year. Such
supplemental notice shall be provided to Active Participants at least 30 days
before the last day of the Plan Year.

     

     

    
      
        
        

      

      
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    6.11. Deemed
Satisfaction of "ACP" Test With Respect to Matching Employer
Contributions.  A Plan that
satisfies the requirements of Section 6.10 shall also be deemed to have
satisfied the "ACP" test described in Section 6.06 with respect to Matching
Employer Contributions, if Matching Employer Contributions to the Plan for the
Plan Year meet all of the following requirements:  (a) the percentage
of Deferral Contributions matched does not increase as the percentage of
Compensation contributed increases; (b) Highly Compensated Employees are not
provided a greater percentage match than Non-Highly Compensated Employees; (c)
Deferral Contributions matched do not exceed six percent of a Participant's
Compensation; and (d) if the Employer elected in Subsection 1.10(a)(2) or
1.10(b) of the Adoption Agreement to provide discretionary Matching Employer
Contributions, the Employer also elected in Subsection 1.10(a)(2)(A) or
1.10(b)(1) of the
Adoption Agreement, as applicable, to limit the dollar amount of such
discretionary Matching Employer Contributions allocated to a Participant for the
Plan Year to no more than four percent of such Participant's Compensation for
the Plan Year.

    


    If such
Plan provides for Employee Contributions, the "ACP" test described in Section
6.06 must be applied with respect to such Employee Contributions. For purposes
of applying the "ACP" test with respect to Employee Contributions, Matching
Employer Contributions and Nonelective Employer Contributions that satisfy the
vesting and distribution requirements applicable to safe harbor contributions,
but which are not required to comply with the safe harbor contribution
requirements may be taken into account.

    


    6.12. Code
Section 415 Limitations.  Notwithstanding
any other provisions of the Plan, the following limitations shall
apply:

    


    (a)  Employer Maintains Single
Plan:  If the "415 employer" does not maintain any other
qualified defined contribution plan or any "welfare benefit fund", "individual
medical benefit account", or "simplified employee pension" in addition to the
Plan, the provisions of this Subsection 6.12(a) shall apply.

    


    (1)  If
a Participant does not participate in, and has never participated in any other
qualified defined contribution plan, "welfare benefit fund", "individual medical
benefit account", or "simplified employee pension" maintained by the "415
employer", which provides an "annual addition", the amount of "annual additions"
to the Participant's Account for a Limitation Year shall not exceed the lesser
of the "maximum permissible amount" or any other limitation contained in the
Plan. If a contribution that would otherwise be contributed or allocated to the
Participant's Account would cause the "annual additions" for the Limitation Year
to exceed the "maximum permissible amount", the amount contributed or allocated
shall be reduced so that the "annual additions" for the Limitation Year shall
equal the "maximum permissible amount".

    


    (2)  Prior
to the determination of a Participant's actual Compensation for a Limitation
Year, the "maximum permissible amount" may be determined on the basis of a
reasonable estimation of the Participant's Compensation for such Limitation
Year, uniformly determined for all Participants similarly situated. Any Employer
contributions based on estimated annual Compensation shall be reduced by any
"excess 415 amounts" carried over from prior Limitation Years.

    


    (3)  As
soon as is administratively feasible after the end of the Limitation Year, the
"maximum permissible amount" for such Limitation Year shall be determined on the
basis of the Participant's actual Compensation for such Limitation
Year.

    


    (4)  If
there is an "excess 415 amount" with respect to a Participant for a Limitation
Year as a result of the estimation of the Participant's Compensation for the
Limitation Year, the allocation of forfeitures to the Participant's Account, or
a reasonable error in determining the amount of Deferral Contributions that may
be made on behalf of the Participant under the limits of this Section 6.12, such
"excess 415 amount" shall be disposed of as follows:

    


    (A)  Any
Employee Contributions shall be reduced to the extent necessary to reduce the
"excess 415 amount".

    


    (B)  If
after application of Subsection 6.12(a)(4)(A) an "excess 415 amount" still
exists, any Deferral Contributions that have not been matched shall be reduced
to the extent necessary to reduce the "excess 415 amount".

    


    (C) If
after application of Subsection 6.12(a)(4)(B) an "excess 415 amount" still
exists, any Deferral Contributions that have been matched and the Matching
Employer Contributions attributable thereto shall be reduced to the extent
necessary to reduce the "excess 415 amount".

    


    (D)  If
after the application of Subsection 6.12(a)(4)(C) an "excess 415 amount" still
exists, any Nonelective Employer Contributions shall be reduced to the extent
necessary to reduce the "excess 415 amount".

    


    (E)  If
after the application of Subsection 6.12(a)(4)(D) an "excess 415 amount" still
exists, any Qualified Nonelective Employer Contributions shall be reduced to the
extent necessary to reduce the "excess 415 amount".

    


    Employee
Contributions and Deferral Contributions that are reduced as provided above
shall be returned to the Participant. Any income allocable to returned Employee
Contributions or Deferral Contributions shall also be returned or shall be
treated as additional "annual additions" for the Limitation Year in which the
excess contributions to which they are allocable were made.

    


    If
Matching Employer, Nonelective Employer, or Qualified Nonelective Employer
Contributions to a Participant's Account are reduced as an "excess 415 amount",
as provided above, and the individual is still an Active Participant at the end
of the Limitation Year, then such "excess 415 amount" shall be reapplied to
reduce future Employer contributions under the Plan for the next Limitation Year
(and for each succeeding Limitation Year, as necessary) for such Participant, so
that in each such Limitation Year the sum of the actual Employer contributions
made on behalf of such Participant plus the reapplied amount shall equal the
amount of Employer contributions which would otherwise be made to such
Participant's Account. If the individual is not an Active Participant at the end
of a Limitation Year, then such "excess 415 amount" shall be held unallocated in
a suspense account. The suspense account shall be applied to reduce future
Employer contributions for all remaining Active Participants in the next
Limitation Year and each succeeding Limitation Year if necessary.

    


    If a
suspense account is in existence at any time during the Limitation Year pursuant
to this Subsection 6.12(a)(4), it shall participate in the allocation of the
Trust Fund's investment gains and losses. All amounts in the suspense account
must be allocated to the Accounts of Active Participants before any Employer
contribution may be made for the Limitation Year.

    


    Except as
otherwise specifically provided in this Subsection 6.12, "excess 415 amounts"
may not be distributed to Participants.

     

     

    
      
        
        

      

      
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    (b)  Employer Maintains Multiple
Defined Contribution Type Plans:  Unless the Employer specifies
another method for limiting "annual additions" in the 415 Correction Addendum to
the Adoption Agreement, if the "415 employer" maintains any other qualified
defined contribution plan or any "welfare benefit fund", "individual medical
benefit account", or "simplified employee pension" in addition to the Plan, the
provisions of this Subsection 6.12(b) shall apply.

    


    (1)  If
a Participant is covered under any other qualified defined contribution plan or
any "welfare benefit fund", "individual medical benefit account", or "simplified
employee pension" maintained by the "415 employer", that provides an "annual
addition", the amount of "annual additions" to the Participant's Account for a
Limitation Year shall not exceed the lesser of

    


    (A)  the
"maximum permissible amount", reduced by the sum of any "annual additions" to
the Participant's accounts for the same Limitation Year under such other
qualified defined contribution plans and "welfare benefit funds", "individual
medical benefit accounts", and "simplified employee pensions", or

    


    (B)  any
other limitation contained in the Plan.

    


    If the
"annual additions" with respect to a Participant under other qualified defined
contribution plans, "welfare benefit funds", "individual medical benefit
accounts", and "simplified employee pensions" maintained by the "415 employer"
are less than the "maximum permissible amount" and a contribution that would
otherwise be contributed or allocated to the Participant's Account under the
Plan would cause the "annual additions" for the Limitation Year to exceed the
"maximum permissible amount", the amount to be contributed or allocated shall be
reduced so that the "annual additions" for the Limitation Year shall equal the
"maximum permissible amount". If the "annual additions" with respect to the
Participant under such other qualified defined contribution plans, "welfare
benefit funds", "individual medical benefit accounts", and "simplified employee
pensions" in the aggregate are equal to or greater than the "maximum permissible
amount", no amount shall be contributed or allocated to the Participant's
Account under the Plan for the Limitation Year.

    


    (2)  Prior
to the determination of a Participant's actual Compensation for the Limitation
Year, the amounts referred to in Subsection 6.12(b)(1)(A) above may be
determined on the basis of a reasonable estimation of the Participant's
Compensation for such Limitation Year, uniformly determined for all Participants
similarly situated. Any Employer contribution based on estimated annual
Compensation shall be reduced by any "excess 415 amounts" carried over from
prior Limitation Years.

    


    (3)  As
soon as is administratively feasible after the end of the Limitation Year, the
amounts referred to in Subsection 6.12(b)(1)(A) shall be determined on the basis
of the Participant's actual Compensation for such Limitation Year.

    


    (4)  Notwithstanding
the provisions of any other plan maintained by a "415 employer", if there is an
"excess 415 amount" with respect to a Participant for a Limitation Year as a
result of estimation of the Participant's Compensation for the Limitation Year,
the allocation of forfeitures to the Participant's account under any qualified
defined contribution plan maintained by the "415 employer", or a reasonable
error in determining the amount of Deferral Contributions that may be made on
behalf of the Participant to the Plan or any other qualified defined
contribution plan maintained by the "415 employer" under the limits of this
Subsection 6.12(b), such "excess 415 amount" shall be deemed to consist first of
the "annual additions" allocated to this Plan and shall be reduced as provided
in Subsection 6.12(a)(4); provided, however, that if the "415 employer"
maintains both a profit sharing plan and a money purchase pension plan under
this Basic Plan Document, "annual additions" to the money purchase pension plan
shall be reduced only after all "annual additions" to the profit sharing plan
have been reduced.

    


    (c)  Employer Maintains or
Maintained Defined Benefit Plan:  For Limitation Years
beginning prior to January 1, 2000, if the "415 employer" maintains, or at any
time maintained, a qualified defined benefit plan, the sum of any Participant's
"defined benefit plan fraction and "defined contribution plan fraction" shall
not exceed the combined plan limitation of 1.00 in any such Limitation Year. The
combined plan limitation shall be met by reducing "annual additions" under the
Plan, unless otherwise provided in the qualified defined benefit
plan.

    


    (d)  Adjustment to
Compensation:  Compensation for purposes of this Section 6.12
shall include amounts that are not includable in the gross income of the
Participant under a salary reduction agreement by reason of the application of
Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

    


    


    Article
7. Participants'
Accounts.

    


    7.01. Individual
Accounts.  The Administrator
shall establish and maintain an Account for each Participant that shall reflect
Employer and Employee contributions made on behalf of the Participant and
earnings, expenses, gains and losses attributable thereto, and investments made
with amounts in the Participant's Account. The Administrator shall establish and
maintain such other accounts and records as it decides in its discretion to be
reasonably required or appropriate in order to discharge its duties under the
Plan. The Administrator shall notify the Trustee of all Accounts established and
maintained under the Plan.

    


    7.02. Valuation
of Accounts.  Participant
Accounts shall be valued at their fair market value at least annually as of a
date specified by the Administrator in accordance with a method consistently
followed and uniformly applied, and on such date earnings, expenses, gains and
losses on investments made with amounts in each Participant's Account shall be
allocated to such Account. Participants shall be furnished statements of their
Account values at least once each Plan Year.

    


     

    
      
        
        

      

      
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    Article
8. Investment of
Contributions.

    


    8.01. Manner of
Investment.  All contributions
made to the Accounts of Participants shall be held for investment by the
Trustee. Except as otherwise specifically provided in Section 20.10, the
Accounts of Participants shall be invested and reinvested only in Permissible
Investments selected by the Employer and designated in the Service
Agreement.

    


    8.02. Investment
Decisions.
Investments shall be directed by the Employer or by each Participant or
both, in accordance with the Employer's election in Subsection 1.23 of the
Adoption Agreement. Pursuant to Section 20.04, the Trustee shall have no
discretion or authority with respect to the investment of the Trust Fund;
however, an affiliate of the Trustee may exercise investment management
authority in accordance with Subsection (e) below.

    


    (a)  With
respect to those Participant Accounts for which Employer investment direction is
elected, the Employer (in its capacity as a named fiduciary under ERISA) has the
right to direct the Trustee in writing with respect to the investment and
reinvestment of assets comprising the Trust Fund in the Permissible Investments
designated in the Service Agreement.

    


    (b) With
respect to those Participant Accounts for which Participant investment direction
is elected, each Participant shall direct the investment of his Account among
the Permissible Investments designated in the Service Agreement. The Participant
shall file initial investment instructions with the Administrator, on such form
as the Administrator may provide, selecting the Permissible Investments in which
amounts credited to his Account shall be invested.

    


    (1)  Except
as provided in this Section 8.02, only authorized Plan contacts and the
Participant shall have access to a Participant's Account. While any balance
remains in the Account of a Participant after his death, the Beneficiary of the
Participant shall make decisions as to the investment of the Account as though
the Beneficiary were the Participant. To the extent required by a qualified
domestic relations order as defined in Code Section 414(p), an alternate payee
shall make investment decisions with respect to any segregated account
established in the name of the alternate payee as provided in Section
18.04.

    


    (2)  If
the Trustee receives any contribution under the Plan as to which investment
instructions have not been provided, the Trustee shall promptly notify the
Administrator and the Administrator shall take steps to elicit instructions from
the Participant. The Trustee shall credit any such contribution to the
Participant's Account and such amount shall be invested in the Permissible
Investment selected by the Employer for such purposes or, absent Employer
selection, in the most conservative Permissible Investment designated in the
Service Agreement, until investment instructions have been received by the
Trustee.

    


    If the
Employer elects to allow Participants to direct the investment of their Account
in Subsection 1.23(b) or (c) of the Adoption Agreement, the Plan is intended to
constitute a plan described in ERISA Section 404(c) and regulations issued
thereunder. The fiduciaries of the Plan shall be relieved of liability for any
losses that are the direct and necessary result of investment instructions given
by the Participant, his Beneficiary, or an alternate payee under a qualified
domestic relations order. The Employer shall not be relieved of fiduciary
responsibility for the selection and monitoring of the Permissible Investments
under the Plan.

    


    (c)  All
dividends, interest, gains and distributions of any nature received in respect
of Fund Shares shall be reinvested in additional shares of that Permissible
Investment.

    


    (d)  Expenses
attributable to the acquisition of investments shall be charged to the Account
of the Participant for which such investment is made.

    


    (e) The
Employer may appoint an investment manager (which may be the Trustee or an
affiliate) to determine the allocation of amounts held in Participants' Accounts
among various investment options (the "Managed Account" option) for Participants
who direct the Trustee to invest any portion of their accounts in the Managed
Account option. The investment options utilized under the Managed Account option
may be those generally available under the Plan or may be as selected by the
investment manager for use under the Managed Account option. Participation in
the Managed Account option shall be subject to such conditions and limitations
(including account minimums) as may be imposed by the investment
manager.

    


    8.03. Participant
Directions to Trustee.  The method and
frequency for change of investments shall be determined under (a) the rules
applicable to the Permissible Investments selected by the Employer and
designated in the Service Agreement and (b) any additional rules of the Employer
limiting the frequency of investment changes, which are included in a separate
written administrative procedure adopted by the Employer and accepted by the
Trustee. The Trustee shall have no duty to inquire into the investment decisions
of a Participant or to advise him regarding the purchase, retention, or sale of
assets credited to his Account.

    


    


    Article
9. Participant
Loans.

    


    9.01. Special
Definitions.  For purposes of
this Article, the following special definitions shall apply:

    


    (a)                 A
"participant" is any
Participant or Beneficiary, including an alternate payee under a qualified
domestic relations order, as defined in Code Section 414(p), who is a
party-in-interest (as determined under ERISA Section 3(14)) with respect to the
Plan.

    


    (b) An
"owner-employee" is, if
the Employer is a sole proprietorship for Federal income tax purposes
(regardless of its characterization under state law), the individual who is the
sole proprietor or sole member, as applicable; if the Employer is a partnership
for Federal income tax purposes (regardless of its characterization under state
law), a partner or member, as applicable, who owns more than 10 percent of
either the capital interest or the profits interest of the
partnership.

    


    (c) A
"shareholder-employee"
is 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 318(a)(1)), on any day during the taxable year of such corporation, more
than five percent of the outstanding stock of the corporation.

    


    9.02. Participant
Loans.  If so provided by
the Employer in Section 1.17 of the Adoption Agreement, the Administrator shall
allow "participants" to apply for a loan from their Accounts under the Plan,
subject to the provisions of this Article 9.

    


    9.03. Separate
Loan Procedures.  All Plan loans
shall be made and administered in accordance with separate loan procedures that
are hereby incorporated into the Plan by reference.

     

     

    
      
        
        

      

      
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    9.04. Availability
of Loans.  Loans shall be
made available to all "participants" on a reasonably equivalent basis.
Notwithstanding the preceding sentence, no loans shall be made to (a) an
Eligible Employee who makes a Rollover Contribution in accordance with Section
5.06, but who has not satisfied the requirements of Section 4.01 to become an
Active Participant or (b) a "shareholder-employee" or
"owner-employee".

    


    Loans
shall not be made available to "participants" who are Highly Compensated
Employees in an amount greater than the amount made available to other
"participants".

    


    9.05. Limitation
on Loan Amount.  No loan to any
"participant" shall be made to the extent that such loan when added to the
outstanding balance of all other loans to the "participant" would exceed the
lesser of (a) $50,000 reduced by the excess (if any) of the highest outstanding
balance of plan loans during the one-year period ending on the day before the
loan is made over the outstanding balance of plan loans on the date the loan is
made, or (b) one-half the present value of the "participant's" vested interest
in his Account. For purposes of the above limitation, plan loans include all
loans from all plans maintained by the Employer and any Related
Employer.

    


    9.06. Interest
Rate.  All loans shall
bear a reasonable rate of interest as determined by the Administrator based on
the prevailing interest rates charged by persons in the business of lending
money for loans which would be made under similar circumstances. The
determination of a reasonable rate of interest must be based on appropriate
regional factors unless the Plan is administered on a national basis in which
case the Administrator may establish a uniform reasonable rate of interest
applicable to all regions.

    


    9.07. Level
Amortization. All
loans shall by their terms require that repayment (principal and interest) be
amortized in level payments, not less than quarterly, over a period not
extending beyond five years from the date of the loan unless such loan is for
the purchase of a "participant's" primary residence. Notwithstanding the
foregoing, the amortization requirement may be waived for a period not exceeding
one year during which a "participant" is on a leave of absence from employment
with the Employer and any Related Employer either without pay or at a rate of
pay which, after withholding for employment and income taxes, is less than the
amount of the installment payments required under the terms of the loan.
Installment payments must resume after such leave of absence ends or, if
earlier, after the first year of such leave of absence, in an amount that is not
less than the amount of the installment payments required under the terms of the
original loan. No waiver of the amortization requirements shall extend the
period of the loan beyond five years from the date of the loan, unless the loan
is for purchase of the "participant's" primary residence.

    


    9.08. Security.  Loans must be
secured by the "participant's" vested interest in his Account not to exceed 50
percent of such vested interest. If the provisions of Section 14.04 apply to a
Participant, a Participant must obtain the consent of his or her spouse, if any,
to use his vested interest in his Account as security for the loan. Spousal
consent shall be obtained no earlier than the beginning of the 90-day period
that ends on the date on which the loan is to be so secured. The consent must be
in writing, must acknowledge the effect of the loan, and must be witnessed by a
Plan representative or notary public. Such consent shall thereafter be binding
with respect to the consenting spouse or any subsequent spouse with respect to
that loan.

    


    9.09. Transfer
and Distribution of Loan Amounts from Permissible Investments. The Employer shall confirm
the order in which the Permissible Investments shall be liquidated in order that
the loan amount can be transferred and distributed.

    


    9.10. Default.  The Administrator
shall treat a loan in default if

    


    (a)  any
scheduled repayment remains unpaid at the end of the period specified in the
separate loan procedures (unless payment is not made due to a waiver of the
amortization schedule for a "participant" who is on a leave of absence, as
described in Section 9.07), or

    


    (b)  there
is an outstanding principal balance existing on a loan after the last scheduled
repayment date.

    


    Upon
default, the entire outstanding principal and accrued interest shall be
immediately due and payable. If a distributable event (as defined by the Code)
has occurred, the Administrator shall direct the Trustee to foreclose on the
promissory note and offset the "participant's" vested interest in his Account by
the outstanding balance of the loan. If a distributable event has not occurred,
the Administrator shall direct the Trustee to foreclose on the promissory note
and offset the "participant's" vested interest in his Account as soon as a
distributable event occurs. The Trustee shall have no obligation to foreclose on
the promissory note and offset the outstanding balance of the loan except as
directed by the Administrator.

    


    9.11. Effect of
Termination Where Participant has Outstanding Loan Balance. If a Participant has an
outstanding loan balance at the time his employment terminates, the entire
outstanding principal and accrued interest shall be immediately due and payable.
Any outstanding loan amounts that are immediately due and payable hereunder
shall be treated in accordance with the provisions of Sections 9.10 and 9.12 as
if the Participant had defaulted on the outstanding loan.

    


    9.12. Deemed
Distributions Under Code Section 72(p).  Notwithstanding
the provisions of Section 9.10, if a "participant's" loan is in default, the
"participant" shall be treated as having received a taxable "deemed
distribution" for purposes of Code Section 72(p), whether or not a distributable
event has occurred. The amount of a loan that is a deemed distribution ceases to
be an outstanding loan for purposes of Code Section 72, except as otherwise
specifically provided herein, and a Participant shall not be treated as having
received a taxable distribution when the Participant's Account is offset by the
outstanding balance of the loan amount as provided in Section 9.10. In addition,
interest that accrues on a loan after it is deemed distributed shall not be
treated as an additional loan to the Participant and shall not be included in
the income of the Participant as a deemed distribution. Notwithstanding the
foregoing, unless a Participant repays a loan that has been deemed distributed,
with interest thereon, the amount of such loan, with interest, shall be
considered an outstanding loan under Code Section 72(p) for purposes of
determining the applicable limitation on subsequent loans under Section
9.05.

    


    If a
Participant makes payments on a loan that has been deemed distributed, payments
made on the loan after the date it was deemed distributed shall be treated as
Employee Contributions to the Plan for purposes of increasing the Participant's
tax basis in his Account, but shall not be treated as Employee Contributions for
any other purpose under the Plan, including application of the "ACP" test
described in Section 6.06 and application of the Code Section 415 limitations
described in Section 6.12.

    


    The
provisions of this Section 9.12 regarding treatment of loans that are deemed
distributed shall be effective as of

    


    (a)                 the
Effective Date, if the Plan is a new plan or is an amendment and restatement of
a plan that administered loans in accordance with the provisions of Q & A 19
and 20 of Section 1.72(p)-1 of the Proposed Treasury Regulations immediately
prior to the Effective Date or

    


    (b)                 as
of the January 1 coinciding with or immediately following the Effective Date, in
any other case.

    


    Any loan
that was deemed distributed prior to the date the provisions of this Section
9.12 are effective shall be administered in accordance with the provisions of
this Section 9.12 to the extent such administration is consistent with the
transition rules in Q & A 21(c)(2) of Section 1.72(p)-1 of the Proposed
Treasury Regulations.

    


    9.13. Determination
of Account Value Upon Distribution Where Plan Loan is Outstanding.  Notwithstanding
any other provision of the Plan, the portion of a "participant's" vested
interest in his Account that is held by the Plan as security for a loan
outstanding to the "participant" in accordance with the provisions of this
Article shall reduce the amount of the Account payable at the time of death or
distribution, but only if the reduction is used as repayment of the loan. If
less than 100 percent of a "participant's" vested interest in his Account
(determined without regard to the preceding sentence) is payable to the
"participant's" surviving spouse or other Beneficiary, then the Account shall be
adjusted by first reducing the "participant's" vested interest in his Account by
the amount of the security used as repayment of the loan, and then determining
the benefit payable to the surviving spouse or other Beneficiary.

    


     

    
      
        
        

      

      
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    Article
10. In-Service
Withdrawals.

    


    10.01. Availability
of In-Service Withdrawals.  Except as
otherwise permitted under Section 11.02 with respect to Participants who
continue in employment past Normal Retirement Age, or as required under Section
12.04 with respect to Participants who continue in employment past their
Required Beginning Date, a Participant shall not be permitted to make a
withdrawal from his Account under the Plan prior to retirement or termination of
employment with the Employer and all Related Employers, if any, except as
provided in this Article.

    


    10.02. Withdrawal
of Employee Contributions.  A Participant may
elect to withdraw, in cash, up to 100 percent of the amount then credited to his
Employee Contributions Account. Such withdrawals may be made at any time, unless
the Employer elects in Subsection 1.18(c)(1)(A) of the Adoption Agreement to
limit the frequency of such withdrawals.

    


    10.03. Withdrawal
of Rollover Contributions.  A Participant may
elect to withdraw, in cash, up to 100 percent of the amount then credited to his
Rollover Contributions Account. Such withdrawals may be made at any
time.

    


    10.04. Age 59
1/2
Withdrawals.  If so provided by
the Employer in Subsection 1.18(b) or the Protected In-Service Withdrawals
Addendum to the Adoption Agreement, a Participant who continues in employment as
an Employee and who has attained the age of 59 1/2
is permitted to withdraw upon request all or any portion of the Accounts
specified by the Employer in Subsection 1.18(b) or the Protected In-Service
Withdrawals Addendum to the Adoption Agreement, as applicable.

    


    10.05. Hardship
Withdrawals.  If so provided by
the Employer in Subsection 1.18(a) of the Adoption Agreement, a Participant who
continues in employment as an Employee may apply to the Administrator for a
hardship withdrawal of all or any portion of his Deferral Contributions Account
(excluding any earnings thereon accrued after the later of December 31, 1988 or
the last day of the last Plan Year ending before July 1, 1989) and, if so
provided by the Employer in Subsection 1.18(d)(2), such other Accounts as may be
specified in Subsection (c) of the Protected In-Service Withdrawals Addendum to
the Adoption Agreement. The minimum amount that a Participant may withdraw
because of hardship is $500.

    


    For
purposes of this Section 10.05, a withdrawal is made on account of hardship if
made on account of an immediate and heavy financial need of the Participant
where such Participant lacks other available resources. Determinations with
respect to hardship shall be made by the Administrator and shall be conclusive
for purposes of the Plan, and shall be based on the following special
rules:

    


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

    


    (1)  expenses
incurred or necessary for medical care (within the meaning of Code Section
213(d)) of the Participant, the Participant's spouse, children, or
dependents;

    


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

    


    (3)  payment
of tuition, related educational fees, and room and board for the next 12 months
of post-secondary education for the Participant, the Participant's spouse,
children or dependents;

    


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

    


    (5)  any
other financial need determined to be immediate and heavy under rules and
regulations issued by the Secretary of the Treasury or his
delegate.

    


    (b)  A
distribution shall be considered as necessary to satisfy an immediate and heavy
financial need of the Participant only if:

    


    (1)  The
Participant has obtained all distributions, other than the hardship withdrawal,
and all nontaxable (at the time of the loan) loans currently available under all
plans maintained by the Employer or any Related Employer;

    


    (2)  The
Participant suspends Deferral Contributions and Employee Contributions to the
Plan for the 12-month period following the date of his hardship withdrawal. The
suspension must also apply to all elective contributions and employee
contributions to all other qualified plans and non-qualified plans maintained by
the Employer or any Related Employer, other than any mandatory employee
contribution portion of a defined benefit plan, including stock option, stock
purchase, and other similar plans, but not including health and welfare benefit
plans (other than the cash or deferred arrangement portion of a cafeteria
plan);

    


    (3)  The
withdrawal amount is not in excess of the amount of an 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); and

    


    (4)  The
Participant agrees to limit Deferral Contributions (and "elective deferrals", as
defined in Subsection 6.01(i)) to the Plan and any other qualified plan
maintained by the Employer or a Related Employer for the calendar year
immediately following the calendar year in which the Participant received the
hardship withdrawal to the applicable limit under Code Section 402(g) for such
calendar year less the amount of the Participant's Deferral Contributions (and
"elective deferrals") for the calendar year in which the Participant received
the hardship withdrawal.

    


    10.06. Preservation
of Prior Plan In-Service Withdrawal Rules.  As indicated by
the Employer in Subsection 1.18(d) of the Adoption Agreement, to the extent
required under Code Section 411(d)(6), in-service withdrawals that were
available under a prior plan shall be available under the Plan.

    


    (a)  If
the Plan is a profit sharing plan, the following provisions shall apply to
preserve prior in-service withdrawal provisions.

    


    (1)                 If
the Plan is an amendment and restatement of a prior plan or is a transferee plan
of a prior plan that provided for in-service withdrawals from a Participant's
Matching Employer and/or Nonelective Employer Contributions Accounts of amounts
that have been held in such Accounts for a specified period of time, a
Participant shall be entitled to withdraw at any time prior to his termination
of employment, subject to any restrictions applicable under the prior plan that
the Employer elects in Subsection 1.18(d)(1)(A)(i) of the Adoption Agreement to
continue under the Plan as amended and restated hereunder (other than any
mandatory suspension of contributions restriction), any vested amounts held in
such Accounts for the period of time specified by the Employer in Subsection
1.18(d)(1)(A) of the Adoption Agreement.

    


    (2)  If
the Plan is an amendment and restatement of a prior plan or is a transferee plan
of a prior plan that provided for in-service withdrawals from a Participant's
Matching Employer and/or Nonelective Employer Contributions Accounts by
Participants with at least 60 months of participation, a Participant with at
least 60 months of participation shall be entitled to withdraw at any time prior
to his termination of employment, subject to any restrictions applicable under
the prior plan that the Employer elects in Subsection 1.18(d)(1)(B)(i) of the
Adoption Agreement to continue under the Plan as amended and restated hereunder
(other than any mandatory suspension of contributions restriction), any vested
amounts held in such Accounts.

    


    (3)  If
the Plan is an amendment and restatement of a prior plan or is a transferee plan
of a prior plan that provided for in-service withdrawals from a Participant's
Matching Employer and/or Nonelective Employer Contributions Accounts under any
other circumstances, a Participant who has met any applicable requirements, as
set forth in the Protected In-Service Withdrawals Addendum to the Adoption
Agreement, shall be entitled to withdraw at any time prior to his termination of
employment any vested amounts held in such Accounts, subject to any restrictions
applicable under the prior plan that the Employer elects to continue under the
Plan as amended and restated hereunder, as set forth in the Protected In-Service
Withdrawal Addendum to the Adoption Agreement.

    


    (b)                 If
the Plan is a money purchase pension plan that is an amendment and restatement
of a prior profit sharing plan or is a transferee plan of a prior profit sharing
plan that provided for in-service withdrawals from any portion of a
Participant's Account other than his Employee Contributions and/or Rollover
Contributions Accounts, a Participant who has met any applicable requirements,
as set forth in the Protected in-Service Withdrawals Addendum to the Adoption
Agreement, shall be entitled to withdraw at any time prior to his termination of
employment his vested interest in amounts attributable to such prior profit
sharing accounts, subject to any restrictions applicable under the prior plan
that the Employer elects to continue under the Plan as amended and restated
hereunder (other than any mandatory suspension of contributions restriction), as
set forth in the Protected In-Service Withdrawal Addendum to the Adoption
Agreement.

     

     

    
      
        
        

      

      
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    10.07. Restrictions
on In-Service Withdrawals.  The following
restrictions apply to any in-service withdrawal made from a Participant's
Account under this Article:

    


    (a)  If
the provisions of Section 14.04 apply to a Participant's Account, the
Participant must obtain the consent of his spouse, if any, to obtain an
in-service withdrawal.

    


    (b)  In-service
withdrawals shall be made in a lump sum payment, except that if the provisions
of Section 14.04 apply to a Participant's Account, the Participant may receive
the in-service withdrawal in the form of a "qualified joint and survivor
annuity", as defined in Subsection 14.01(a).

    


    (c)  Notwithstanding
any other provision of the Plan to the contrary other than the provisions of
Section 11.02, a Participant shall not be permitted to make an in-service
withdrawal from his Account of amounts attributable to contributions made to a
money purchase pension plan, except employee and/or rollover contributions that
were held in a separate account(s) under such plan.

    


    10.08. Distribution
of Withdrawal Amounts.  The Employer
shall confirm the order in which the Permissible Investments shall be liquidated
in order that the withdrawal amount can be distributed.

    


    


    Article
11. Right to
Benefits.

    


    11.01. Normal or
Early Retirement.  Each Participant
who continues in employment as an Employee until his Normal Retirement Age or,
if so provided by the Employer in Subsection 1.13(b) of the Adoption Agreement,
Early Retirement Age, shall have a vested interest in his Account of 100 percent
regardless of any vesting schedule elected in Section 1.15 of the Adoption
Agreement. If a Participant retires upon the attainment of Normal or Early
Retirement Age, such retirement is referred to as a normal
retirement.

    


    11.02. Late
Retirement.  If a Participant
continues in employment as an Employee after his Normal Retirement Age, he shall
continue to have a 100 percent vested interest in his Account and shall continue
to participate in the Plan until the date he establishes with the Employer for
his late retirement. Until he retires, he has a continuing election to receive
all or any portion of his Account.

    


    11.03. Disability
Retirement.  If so provided by
the Employer in Subsection 1.13(c) of the Adoption Agreement, a Participant who
becomes disabled while employed as an Employee shall have a 100 percent vested
interest in his Account regardless of any vesting schedule elected in Section
1.15 of the Adoption Agreement. An Employee is considered disabled if he
satisfies any of the requirements for disability retirement selected by the
Employer in Section 1.14 of the Adoption Agreement and terminates his employment
with the Employer. Such termination of employment is referred to as a disability
retirement. Determinations with respect to disability shall be made by the
Administrator.

    


    11.04. Death.  If a Participant
who is employed as an Employee dies, his Account shall become 100 percent vested
and his designated Beneficiary shall be entitled to receive the balance of his
Account, plus any amounts thereafter credited to his Account. If a Participant
whose employment as an Employee has terminated dies, his designated Beneficiary
shall be entitled to receive the Participant's vested interest in his
Account.

    


    A copy of
the death notice or other sufficient documentation must be filed with and
approved by the Administrator. If upon the death of the Participant there is, in
the opinion of the Administrator, no designated Beneficiary for part or all of
the Participant's Account, such amount shall be paid to his surviving spouse or,
if none, to his estate (such spouse or estate shall be deemed to be the
Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits to
such Beneficiary have commenced, but before they have been completed, and, in
the opinion of the Administrator, no person has been designated to receive such
remaining benefits, then such benefits shall be paid in a lump sum to the
deceased Beneficiary's estate.

    


    Subject
to the requirements of Section 14.04, a Participant may designate a Beneficiary,
or change any prior designation of Beneficiary by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form. In the case of a married Participant, the
Participant's spouse shall be deemed to be the designated Beneficiary unless the
Participant's spouse has consented to another designation in the manner
described in Section 14.06.

    


    11.05. Other
Termination of Employment.  If a Participant
terminates his employment with the Employer and all Related Employers, if any,
for any reason other than death or normal, late, or disability retirement, he
shall be entitled to a termination benefit equal to the sum of (a) his vested
interest in the balance of his Matching Employer and/or Nonelective Employer
Contributions Account(s), other than the balance attributable to safe harbor
Matching Employer and/or safe harbor Nonelective Employer Contributions elected
by the Employer in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption
Agreement, such vested interest to be determined in accordance with the vesting
schedule(s) selected by the Employer in Section 1.15 of the Adoption Agreement,
and (b) the balance of his Deferral, Employee, Qualified Nonelective Employer,
Qualified Matching Employer, and Rollover Contributions Accounts, and the
balance of his Matching Employer or Nonelective Employer Contributions Account
that is attributable to safe harbor Matching Employer and/or safe harbor
Nonelective Employer Contributions.

    


    11.06. Application
for Distribution.
  Unless a Participant's Account is cashed out as provided in
Section 13.02, a Participant (or his Beneficiary, if the Participant has died)
who is entitled to a distribution hereunder must make application, in a form
acceptable to the Administrator, for a distribution from his Account. No
distribution shall be made hereunder without proper application therefore,
except as otherwise provided in Section 13.02.

     

     

    
      
        
        

      

      
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    11.07. Application
of Vesting Schedule Following Partial Distribution.   If a
distribution from a Participant's Matching Employer and/or Nonelective Employer
Contributions Account has been made to him at a time when he is less than 100
percent vested in such Account balance, the vesting schedule(s) in Section 1.15
of the Adoption Agreement shall thereafter apply only to the balance of his
Account attributable to Matching Employer and/or Nonelective Employer
Contributions allocated after such distribution. The balance of the Account from
which such distribution was made shall be transferred to a separate account
immediately following such distribution.

    


    At any
relevant time prior to a forfeiture of any portion thereof under Section 11.08,
a Participant's vested interest in such separate account shall be equal to P(AB
+ (RxD))-(RxD), where P is the Participant's vested interest at the relevant
time determined under Section 11.05; AB is the account balance of the separate
account at the relevant time; D is the amount of the distribution; and R is the
ratio of the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 11.08 below, any balance in the Participant's separate account
shall remain 100 percent vested.

    


    11.08. Forfeitures.  If a Participant
terminates his employment with the Employer and all Related Employers before he
is 100 percent vested in his Matching Employer and/or Nonelective Employer
Contributions Accounts, the non-vested portion of his Account (including any
amounts credited after his termination of employment) shall be forfeited by him
as follows:

    


    (a)  If
the Inactive Participant elects to receive distribution of his entire vested
interest in his Account, the non-vested portion of his Account shall be
forfeited upon the complete distribution of such vested interest, subject to the
possibility of reinstatement as provided in Section 11.10. For purposes of this
Subsection, if the value of an Employee's vested interest in his Account balance
is zero, the Employee shall be deemed to have received a distribution of his
vested interest immediately following termination of employment.

    


    (b) If
the Inactive Participant elects not to receive distribution of his vested
interest in his Account following his termination of employment, the non-vested
portion of his Account shall be forfeited after the Participant has incurred
five consecutive Breaks in Vesting Service.

    


    No
forfeitures shall occur solely as a result of a Participant's withdrawal of
Employee Contributions.

    


    11.09. Application
of Forfeitures.  Any forfeitures
occurring during a Plan Year shall be applied to reduce the contributions of the
Employer, unless the Employer has elected in Subsection 1.15(d)(3) of the
Adoption Agreement that such remaining forfeitures shall be allocated among the
Accounts of Active Participants who are eligible to receive allocations of
Nonelective Employer Contributions for the Plan Year in which the forfeiture
occurs. Forfeitures that are allocated among the Accounts of eligible Active
Participants shall be allocated in the same manner as Nonelective Employer
Contributions. If the plan is a money purchase pension plan or the Employer has
elected a fixed Nonelective Employer Contribution rate rather than a
discretionary rate, forfeitures shall incrementally increase the amount
allocated to the Accounts of eligible Active Participants. Notwithstanding any
other provision of the Plan to the contrary, forfeitures may first be used to
pay administrative expenses under the Plan, as directed by the Employer. To the
extent that forfeitures are not used to reduce administrative expenses under the
Plan, as directed by the Employer, forfeitures will be applied in accordance
with this Section 11.09.

    


    Pending
application, forfeitures shall be held in the Permissible Investment selected by
the Employer for such purpose or, absent Employer selection, in the most
conservative Permissible Investment designated by the Employer in the Service
Agreement.

    


    Notwithstanding
any other provision of the Plan to the contrary, in no event may forfeitures be
used to reduce the Employer's obligation to remit to the Trust (or other
appropriate Plan funding vehicle) loan repayments made pursuant to Article 9,
Deferral Contributions or Employee Contributions.

    


    11.10. Reinstatement
of Forfeitures.  If a Participant
forfeits any portion of his Account under Subsection 11.08(a) because of
distribution of his complete vested interest in his Account, but again becomes
an Employee, then the amount so forfeited, without any adjustment for the
earnings, expenses, losses, or gains of the assets credited to his Account since
the date forfeited, shall be recredited to his Account (or to a separate account
as described in Section 11.07, if applicable) if he meets all of the following
requirements:

    


    (a) he
again becomes an Employee before the date he incurs five-consecutive Breaks in
Vesting Service following the date complete distribution of his vested interest
was made to him; and

    


    (b)  he
repays to the Plan the amount previously distributed to him, without interest,
within five years of his Reemployment Date. If an Employee is deemed to have
received distribution of his complete vested interest as provided in Section
11.08, the Employee shall be deemed to have repaid such distribution on his
Reemployment Date.

    


    Upon such
an actual or deemed repayment, the provisions of the Plan (including Section
11.07) shall thereafter apply as if no forfeiture had occurred. The amount to be
recredited pursuant to this paragraph shall be derived first from the
forfeitures, if any, which as of the date of recrediting have yet to be applied
as provided in Section 11.09 and, to the extent such forfeitures are
insufficient, from a special contribution to be made by the
Employer.

    


    11.11. Adjustment
for Investment Experience. If any distribution under
this Article 11 is not made in a single payment, the amount retained by the
Trustee after the distribution shall be subject to adjustment until distributed
to reflect the income and gain or loss on the investments in which such amount
is invested and any expenses properly charged under the Plan and Trust to such
amounts.

    


    Article
12. Distributions.

    


    12.01. Restrictions
on Distributions.  A Participant, or
his Beneficiary, may not receive a distribution from his Deferral Contributions,
Qualified Nonelective Employer Contributions, Qualified Matching Employer
Contributions, safe harbor Matching Employer Contributions or safe harbor
Nonelective Employer Contributions Accounts earlier than upon the Participant's
separation from service with the Employer and all Related Employers, death, or
disability, except as otherwise provided in Article 10, Section 11.02 or Section
12.04. Notwithstanding the foregoing, amounts may also be distributed from such
Accounts, in the form of a lump sum only, upon

    


    (a)  Termination
of the Plan without establishment of another defined contribution plan, other
than an employee stock ownership plan (as defined in Code Section 4975(e) or
409) or a simplified employee pension plan as defined in Code Section
408(k).

    


    (b)  The
disposition by a corporation to an unrelated corporation of substantially all of
the assets (within the meaning of Code Section 409(d)(2)) used in a trade or
business of such corporation if such corporation continues to maintain the Plan
after the disposition, but only with respect to former Employees who continue
employment with the corporation acquiring such assets.

    


    (c)  The
disposition by a corporation to an unrelated entity of such corporation's
interest in a subsidiary (within the meaning of Code Section 409(d)(3)) if such
corporation continues to maintain this Plan, but only with respect to former
Employees who continue employment with such subsidiary.

    


     

    
      
        
        

      

      
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    12.02. Timing of
Distribution Following Retirement or Termination of Employment. Except as otherwise elected
by the Employer in Subsection 1.20(b) and provided in the Postponed Distribution
Addendum to the Adoption Agreement, the balance of a Participant's vested
interest in his Account shall be distributable upon his termination of
employment with the Employer and all Related Employers, if any, because of
death, normal, early, or disability retirement (as permitted under the Plan), or
other termination of employment. Notwithstanding the foregoing, a Participant
whose vested interest in his Account exceeds $5,000 as determined under Section
13.02 (or such larger amount as may be specified in Code Section 417(e)(1)) may
elect to postpone distribution of his Account until his Required Beginning Date.
A Participant who elects to postpone distribution has a continuing election to
receive such distribution prior to the date as of which distribution is
required, unless such Participant is reemployed as an Employee.

    


    12.03. Participant
Consent to Distribution.  If a
Participant's vested interest in his Account exceeds $5,000 as determined under
Section 13.02 (or such larger amount as may be specified in Code Section
417(e)(1)), no distribution shall be made to the Participant before he reaches
his Normal Retirement Age (or age 62, if later), unless the consent of the
Participant has been obtained. Such consent shall be made within the 90-day
period ending on the Participant's Annuity Starting Date.

    


    The
consent of the Participant's spouse must also be obtained if the Participant's
Account is subject to the provisions of Section 14.04, unless the distribution
shall be made in the form of a "qualified joint and survivor annuity" as defined
in Section 14.01. A spouse's consent to early distribution, if required, must
satisfy the requirements of Section 14.06.

    


    Neither
the consent of the Participant nor the Participant's spouse shall be required to
the extent that a distribution is required to satisfy Code Section 401(a)(9) or
Code Section 415. In addition, upon termination of the Plan if it does not offer
an annuity option (purchased from a commercial provider) and if the Employer or
any Related Employer does not maintain another defined contribution plan (other
than an employee stock ownership plan as defined in Code Section 4975(e)(7)) the
Participant's Account shall, without the Participant's consent, be distributed
to the Participant. However, if any Related Employer maintains another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)) then the Participant's Account shall be transferred,
without the Participant's consent, to the other plan if the Participant does not
consent to an immediate distribution.

    


    12.04. Required
Commencement of Distribution to Participants.  In no event shall
distribution to a Participant commence later than the earlier of the dates
described in (a) and (b) below:

    


    (a)  unless
the Participant (and his spouse, if appropriate) elects otherwise, the 60th day
after the close of the Plan Year in which occurs the latest of (i) the date on
which the Participant attains Normal Retirement Age, or age 65, if earlier, (ii)
the date on which the Participant's employment with the Employer and all Related
Employers ceases, or (iii) the 10th anniversary of the year in which the
Participant commenced participation in the Plan; and

    


    (b)  the
Participant's Required Beginning Date.

    


    Notwithstanding
the provisions of Subsection 12.04(a) above, the failure of a Participant (and
the Participant's spouse, if applicable) to consent to a distribution as
required under Section 12.03, shall be deemed to be an election to defer
commencement of payment as provided in Subsection 12.04(a) above.

    


    12.05. Required
Commencement of Distribution to Beneficiaries.  If a Participant
dies before his Annuity Starting Date, the Participant's Beneficiary shall
receive distribution of the Participant's vested interest in his Account in the
form provided under Article 13 or 14, as applicable, beginning as soon as
reasonably practicable following the date the Beneficiary's application for
distribution is filed with the Administrator. Unless distribution is to be made
over the life or over a period certain not greater than the life expectancy of
the Beneficiary, distribution of the Participant's entire vested interest shall
be made to the Beneficiary no later than the end of the fifth calendar year
beginning after the Participant's death. If distribution is to be made over the
life or over a period certain no greater than the life expectancy of the
Beneficiary, distribution shall commence no later than:

    


    
      	
              (a)

            	
              If
      the Beneficiary is not the Participant's spouse, the end of the first
      calendar year beginning after the Participant's death;
  or

            


    

    


    
      	
              (b)

            	
              If
      the Beneficiary is the Participant's spouse, the later of (i) the end of
      the first calendar year beginning after the Participant's death or (ii)
      the end of the calendar year in which the Participant would have attained
      age 70 1/2.

            


    

    


    If
distribution is to be made to a Participant's spouse, it shall be made available
within a reasonable period of time after the Participant's death that is no less
favorable than the period of time applicable to other distributions. In the
event such spouse dies prior to the date distribution commences, he shall be
treated for purposes of this Section 12.05 (other than Subsection 12.05(b)
above) as if he were the Participant. Any amount paid to a child of the
Participant shall be treated as if it had been paid to the surviving spouse if
the amount becomes payable to the surviving spouse when the child reaches the
age of majority.

    


    If the
Participant has not designated a Beneficiary, or the Participant or Beneficiary
has not effectively selected a method of distribution, distribution of the
Participant's benefit shall be completed by the close of the calendar year in
which the fifth anniversary of the death of the Participant occurs.

    


    If a
Participant dies on or after his Annuity Starting Date, but before his entire
vested interest in his Account is distributed, his Beneficiary shall receive
distribution of the remainder of the Participant's vested interest in his
Account beginning as soon as reasonably practicable following the Participant's
date of death in a form that provides for distribution at least as rapidly as
under the form in which the Participant was receiving distribution.

    


    12.06. Whereabouts
of Participants and Beneficiaries.  The Administrator
shall at all times be responsible for determining the whereabouts of each
Participant or Beneficiary who may be entitled to benefits under the Plan and
shall at all times be responsible for instructing the Trustee in writing as to
the current address of each such Participant or Beneficiary. The Trustee shall
be entitled to rely on the latest written statement received from the
Administrator as to such addresses. The Trustee shall be under no duty to make
any distributions under the Plan unless and until it has received written
instructions from the Administrator satisfactory to the Trustee containing the
name and address of the distributee, the time when the distribution is to occur,
and the form which the distribution shall take.

    


    Notwithstanding
the foregoing, if the Trustee attempts to make a distribution in accordance with
the Administrator's instructions but is unable to make such distribution because
the whereabouts of the distributee is unknown, the Trustee shall notify the
Administrator of such situation and thereafter the Trustee shall be under no
duty to make any further distributions to such distributee until it receives
further written instructions from the Administrator.

    


    If the
Administrator is unable after diligent attempts to locate a Participant or
Beneficiary who is entitled to a benefit under the Plan, the benefit otherwise
payable to such Participant or Beneficiary shall be forfeited and applied as
provided in Section 11.09. If a benefit is forfeited because the Administrator
determines that the Participant or Beneficiary cannot be found, such benefit
shall be reinstated by the Employer if a claim is filed by the Participant or
Beneficiary with the Administrator and the Administrator confirms the claim to
the Employer. Notwithstanding the above, forfeiture of a Participant's or
Beneficiary's benefit may occur only if a distribution could be made to the
Participant or Beneficiary without obtaining the Participant's or Beneficiary's
consent in accordance with the requirements of Section 1.411(a)-11 of the
Treasury Regulations.

    


     

    
      
        
        

      

      
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    Article
13. Form of
Distribution.

    


    13.01. Normal
Form of Distribution Under Profit Sharing Plan.  Unless the Plan
is a money purchase pension plan subject to the requirements of Article 14, or a
Participant's Account is otherwise subject to the requirements of Section 14.03
or 14.04, distributions to a Participant or to the Beneficiary of the
Participant shall be made in a lump sum in cash or, if elected by the
Participant (or the Participant's Beneficiary, if applicable) and provided by
the Employer in Section 1.19 of the Adoption Agreement, under a systematic
withdrawal plan (installments). A Participant (or the Participant's Beneficiary,
if applicable) who is receiving distribution under a systematic withdrawal plan
may elect to accelerate installment payments or to receive a lump sum
distribution of the remainder of his Account balance. Distribution may also be
made hereunder in any non-annuity form that is a protected benefit and is
provided by the Employer in Section 1.19(d) of the Adoption
Agreement.

    


    Notwithstanding
anything herein to the contrary, if a distribution to a Participant commences on
the Participant’s Required Beginning Date as determined under Subsection
2.01(ss), the Participant may elect to receive distributions under a systematic
withdrawal plan that provides the minimum distributions required under Code
Section 401(a)(9).

    


    Distributions
shall be made in cash, except that distributions may be made in Fund Shares of
marketable securities (as defined in Code Section 731(c)(2)), other than Fund
Shares of Employer Stock, at the election of the Participant, pursuant to the
qualifying rollover of such distribution to a Fidelity Investmentsâ individual retirement
account.  A distribution may be made in the form of Fund Shares of
Employer Stock or an in-kind distribution of Plan investments that are not
marketable securities only if and to the extent provided in Section 1.19(d) of
the Adoption Agreement; provided, however, that notwithstanding any other
provision of the Plan to the contrary, the right of a Participant to receive a
distribution in the form of Fund Shares of Employer Stock or an in-kind
distribution of Plan investments that are not marketable securities applies only
to that portion of the Participant's Account invested in such form at the time
of distribution.

    


    13.02. Cash Out
Of Small Accounts.  Notwithstanding
any other provision of the Plan to the contrary, if a Participant's vested
interest in his Account is $5,000 (or such larger amount as may be specified in
Code Section 417(e)(1)) or less, the Participant's vested interest in his
Account shall be distributed in a lump sum as soon as practicable following the
Participant's termination of employment because of retirement, disability, death
or other termination of employment. For purposes of this Section, until final
Treasury Regulations are issued to the contrary, if either (a) a Participant has
commenced distribution of his Account under a systematic withdrawal plan or (b)
his Account is subject to the provisions of Section 14.04 and the Participant's
Annuity Starting Date has occurred with respect to amounts currently held in his
Account, the Participant's vested interest in his Account shall be deemed to
exceed $5,000 (or such larger amount as may be specified in Code Section
417(e)(1)) if the Participant's vested interest in such amounts exceeded such
dollar amount on the Participant's Annuity Starting Date.

    


    Notwithstanding
the provisions of this Section 13.02, the Employer may determine not to cash out
Participant Accounts in accordance with the foregoing provisions, provided that
such determination is uniform with respect to all Participants and
non-discriminatory.

    


    13.03. Minimum
Distributions.  This Section
applies to distributions under a systematic withdrawal plan that are made on or
after a Participant's Required Beginning Date or his date of death, if earlier.
This Section shall be interpreted and applied in accordance with the regulations
under Code Section 401(a)(9), including the minimum distribution incidental
benefit requirement of Section 1.401(a)(9)-2 of the Proposed Treasury
Regulations, or any successor regulations of similar import.

    


    Distribution
must be made in substantially equal annual, or more frequent, installments, in
cash, over a period certain which does not extend beyond the life expectancy or
joint life expectancies of the Participant and his Beneficiary or, if the
Participant dies prior to the commencement of distributions from his Account,
the life expectancy of the Participant's Beneficiary. The amount to be
distributed for each calendar year for which a minimum distribution is required
shall be at least an amount equal to the quotient obtained by dividing the
Participant's interest in his Account by the life expectancy of the Participant
or Beneficiary or the joint life and last survivor expectancy of the Participant
and his Beneficiary, whichever is applicable. The amount to be distributed for
each calendar year shall not be less than an amount equal to the quotient
obtained by dividing the Participant's interest in his Account by the lesser of
(a) the applicable life expectancy, or (b) if a Participant's Beneficiary is not
his spouse, the applicable divisor determined under Section 1.401(a)(9)-2,
Q&A 4 of the Proposed Treasury Regulations, or any successor regulations of
similar import. Distributions after the death of the Participant shall be made
using the applicable life expectancy under (a) above, without regard to Section
1.401(a)(9)-2 of such regulations. For purposes of this Section 13.03, life
expectancy and joint life and last survivor expectancy shall be computed by use
of the expected return multiples in Table V and VI of Section 1.72-9 of the
Treasury Regulations.

    


    For
purposes of this Section 13.03, the life expectancy of a Participant or a
Beneficiary who is the Participant's surviving spouse shall be recalculated
annually unless the Participant or the Participant's spouse irrevocably elects
otherwise prior to the time distributions are required to begin. If not
recalculated in accordance with the foregoing, life expectancy shall be
calculated using the attained age of the Participant or Beneficiary, whichever
is applicable, as of such individual's birth date in the first year for which a
minimum distribution is required reduced by one for each elapsed calendar year
since the date life expectancy was first calculated.

    


    If the
Participant dies after distribution of his benefits has begun, distributions to
the Participant's Beneficiary shall be made at least as rapidly as under the
method of distribution being used as of the date of the Participant's
death.

    


    A
Participant's interest in his Account for purposes of this Section 13.03 shall
be determined as of the last valuation date in the calendar year immediately
preceding the calendar year for which a minimum distribution is required,
increased by the amount of any contributions allocated to, and decreased by any
distributions from, such Account after the valuation date. Any distribution for
the first year for which a minimum distribution is required made after the close
of such year shall be treated as if made prior to the close of such
year.

    


    The
Administrator shall notify the Trustee in writing whenever a distribution is
necessary in order to comply with the minimum distribution rules set forth in
this Section 13.03.

     

     

    
      
        
        

      

      
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    13.04. Direct
Rollovers.  Notwithstanding
any other provision of the Plan to the contrary, a "distributee" may elect, at
the time and in the manner prescribed by the Administrator, to have any portion
or all of an "eligible rollover distribution" paid directly to an "eligible
retirement plan" specified by the "distributee" in a direct rollover; provided,
however, that this provision shall not apply if the total "eligible rollover
distribution" that the "distributee" is reasonably expected to receive for the
calendar year is less than $200 and that a "distributee" may not elect a direct
rollover with respect to a portion of an "eligible rollover distribution" if
such portion totals less than $500. For purposes of this Section 13.04, the
following definitions shall apply:

    


    (a)  "Distributee"
means a Participant , the Participant's surviving spouse, and the Participant's
spouse or former spouse who is the alternate payee under a qualified domestic
relations order, who is entitled to receive a distribution from the
Participant's vested interest in his Account.

    


    (b)  "Eligible
retirement plan" means 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 "eligible rollover
distributions". However, in the case of an "eligible rollover distribution" to a
surviving spouse, an "eligible retirement plan" means an individual retirement
account or individual retirement annuity.

    


    (c)  "Eligible
rollover distribution" means any distribution of all or any portion of the
balance to the credit of the "distributee", except that an "eligible rollover
distribution" does not include the following:

    


    (1)  any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the "distributee" or the joint lives (or joint life expectancies) of the
"distributee" and the "distributee's" designated beneficiary, or for a specified
period of ten years or more;

    


    (2)  any
distribution to the extent such distribution is required under Code Section
401(a)(9);

    


    (3) the
portion of any distribution that is not includable in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities);

    


    (4)  any
hardship withdrawal of Deferral Contributions made in accordance with the
provisions of Section 10.05 or the Protected In-Service Withdrawals Addendum to
the Adoption Agreement.

    


    13.05. Notice
Regarding Timing and Form of Distribution.  Within the period
beginning 90 days before a Participant's Annuity Starting Date and ending 30
days before such date, the Administrator shall provide such Participant with
written notice containing a general description of the material features and an
explanation of the relative values of the forms of benefit available under the
Plan and informing the Participant of his right to defer receipt of the
distribution until his Required Beginning Date and his right to make a direct
rollover.

    


    Distribution
may commence fewer than 30 days after such notice is given, provided
that:

    


    (a)  the
Administrator clearly informs the Participant that the Participant has a right
to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option);

    


    (b)  the
Participant, after receiving the notice, affirmatively elects a distribution,
with his spouse's written consent, if necessary;

    


    (c)  if
the Participant's Account is subject to the requirements of Section 14.04, the
following additional requirements apply:

    


    (1)  the
Participant is permitted to revoke his affirmative distribution election at any
time prior to the later of (A) his Annuity Starting Date or (B) the expiration
of the seven-day period beginning the day after such notice is provided to him;
and

    


    (2)  distribution
does not begin to such Participant until such revocation period
ends.

    


    13.06. Determination
of Method of Distribution.  Subject to
Section 13.02, the Participant shall determine the method of distribution of
benefits to himself and may determine the method of distribution to his
Beneficiary. Such determination shall be made prior to the time benefits become
payable under the Plan. If the Participant does not determine the method of
distribution to his Beneficiary or if the Participant permits his Beneficiary to
override his determination, the Beneficiary, in the event of the Participant's
death, shall determine the method of distribution of benefits to himself as if
he were the Participant. A determination by the Beneficiary must be made no
later than the close of the calendar year in which distribution would be
required to begin under Section 12.05 or, if earlier, the close of the calendar
year in which the fifth anniversary of the death of the Participant
occurs.

    


    13.07. Notice to
Trustee.  The Administrator
shall notify the Trustee in any medium acceptable to the Trustee, which may be
specified in the Service Agreement, whenever any Participant or Beneficiary is
entitled to receive benefits under the Plan. The Administrator's notice shall
indicate the form of payment of benefits that such Participant or Beneficiary
shall receive, (in the case of distributions to a Participant) the name of any
designated Beneficiary or Beneficiaries, and such other information as the
Trustee shall require.

    


    


    Article
14. Superseding
Annuity Distribution Provisions.

    


    14.01. Special
Definitions.  For purposes of
this Article, the following special definitions shall apply:

    


    (a)  "Qualified joint and survivor
annuity" means (1) if the Participant is not married on his Annuity
Starting Date, an immediate annuity payable for the life of the Participant or
(2) if the Participant is married on his Annuity Starting Date, an immediate
annuity for the life of the Participant with a survivor annuity for the life of
the Participant's spouse (to whom the Participant was married on the Annuity
Starting Date) which is equal to at least 50 percent of the amount of the
annuity which is payable during the joint lives of the Participant and such
spouse, provided that the survivor annuity shall not be payable to a
Participant's spouse if such spouse is not the same spouse to whom the
Participant was married on his Annuity Starting Date.

    


    (b)  "Qualified preretirement survivor
annuity" means an annuity purchased with at least 50 percent of a
Participant's vested interest in his Account that is payable for the life of a
Participant's surviving spouse. The Employer shall specify that portion of a
Participant's vested interest in his Account that is to be used to purchase the
"qualified preretirement survivor annuity" in Section 1.19 of the Adoption
Agreement.

    


    14.02. Applicability.  The provisions of
this Article shall apply to a Participant's Account if:

    


    
      	
              (a)

            	
              the
      Plan is a money purchase pension
plan;

            


    

    


    (b)                 the
Plan is an amendment and restatement of a plan that provided an annuity form of
payment and such form of payment has not been eliminated pursuant to Subsection
1.19(e) and the Forms of Payment Addendum to the Adoption
Agreement;

    


    (c)                 the
Participant's Account contains assets attributable to amounts directly or
indirectly transferred from a plan that provided an annuity form of payment and
such form of payment has not been eliminated pursuant to Subsection 1.19(e) and
the Forms of Payment Addendum to the Adoption Agreement.

    


     

    
      
        
        

      

      
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    14.03. Annuity
Form of Payment.  To the extent
provided in Section 1.19 of the Adoption Agreement, a Participant may elect
distributions made in whole or in part in the form of an annuity contract. Any
annuity contract distributed under the Plan shall be subject to the provisions
of this Section 14.03 and, to the extent provided therein, Sections 14.04
through 14.09.

    


    (a)  At
the direction of the Administrator, the Trustee shall purchase the annuity
contract on behalf of a Participant or Beneficiary from an insurance company.
Such annuity contract shall be nontransferable.

    


    (b)  The
terms of the annuity contract shall comply with the requirements of the Plan and
distributions under such contract shall be made in accordance with Code Section
401(a)(9) and the regulations thereunder.

    


    (c)  The
annuity contract may provide for payment over the life of the Participant and,
upon the death of the Participant, may provide a survivor annuity continuing for
the life of the Participant's designated Beneficiary. Such an annuity may
provide for an annuity certain feature for a period not exceeding the life
expectancy of the Participant or, if the annuity is payable to the Participant
and a designated Beneficiary, the joint life and last survivor expectancy of the
Participant and such Beneficiary. If the Participant dies prior to his Annuity
Starting Date, the annuity contract distributed to the Participant's Beneficiary
may provide for payment over the life of the Beneficiary, and may provide for an
annuity certain feature for a period not exceeding the life expectancy of the
Beneficiary. The types of annuity contracts provided under the Plan shall be
limited to the types of annuities described in Section 1.19 and the Forms of
Payment Addendum to the Adoption Agreement.

    


    (d)  The
annuity contract must provide for nonincreasing payments.

    


    14.04. "Qualified
Joint and Survivor Annuity" and "Qualified Preretirement Survivor Annuity"
Requirements.  The requirements
of this Section 14.04 apply to a Participant's Account if:

    


    (a)  the
Plan is a money purchase pension plan;

    


    (b) the
Plan is a profit sharing plan and the Employer has selected distribution in the
form of a life annuity as the normal form of distribution with respect to such
Participant's Account in Subsection 1.19(c)(2)(B) of the Adoption Agreement;
or

    


    (c) the
Plan is a profit sharing plan and the Employer has specified distribution in the
form of a life annuity as the normal form of distribution in Subsection
(c)(2)(B) of the Forms of Payment Addendum to the Adoption Agreement and the
Participant's Annuity Starting Date occurs prior to the date specified in
Subsection (c)(4) of the Forms of Payment Addendum to the Adoption
Agreement;

    


    (d)  the
Participant is permitted to elect and has elected distribution in the form of an
annuity contract payable over the life of the Participant.

    


    If a
Participant's Account is subject to the requirements of this Section 14.04,
distribution shall be made to the Participant in the form of a "qualified joint
and survivor annuity" (with a survivor annuity in the percentage amount
specified by the Employer in Subsection 1.19 of the Adoption Agreement), unless
the Participant waives the "qualified joint and survivor annuity" as provided in
Section 14.05. If the Participant dies prior to his Annuity Starting Date,
distribution shall be made to the Participant's surviving spouse, if any, in the
form of a "qualified preretirement survivor annuity", unless the Participant
waives the "qualified preretirement survivor annuity" as provided in Section
14.05, or the Participant's surviving spouse elects in writing to receive
distribution in one of the other forms of payment provided under the Plan. If
the Employer has specified in Section 1.19 of the Adoption Agreement that less
than 100 percent of a Participant's Account shall be used to purchase the
"qualified preretirement survivor annuity", distribution of the balance of the
Participant's vested interest in his Account that is not used to purchase the
"qualified preretirement survivor annuity" shall be distributed to the
Participant's designated Beneficiary in accordance with the provisions of
Sections 11.04 and 12.05.

    


    14.05. Waiver of
the "Qualified Joint and Survivor Annuity" and/or "Qualified Preretirement
Survivor Annuity" Rights.  A Participant may
waive the "qualified joint and survivor annuity" described in Section 14.04 and
elect another form of distribution permitted under the Plan at any time during
the 90-day period ending on his Annuity Starting Date; provided, however, that
if the Participant is married, his spouse must consent in writing to such
election as provided in Section 14.06. Spousal consent is not required if the
Participant elects distribution in the form of a different "qualified joint and
survivor annuity".

    


    A
Participant may waive the "qualified preretirement survivor annuity" and
designate a non-spouse Beneficiary at any time during the "applicable election
period"; provided, however, that the Participant's spouse must consent in
writing to such election as provided in Section 14.06. The "applicable election
period" begins on the later of (1) the date the Participant's Account becomes
subject to the requirements of Section 14.04 or (2) the first day of the Plan
Year in which the Participant attains age 35 or, if he terminates employment
prior to such date, the date he terminates employment with the Employer and all
Related Employers. The "applicable election period" ends on the earlier of the
Participant's Annuity Starting Date or the date of the Participant's death. A
Participant whose employment has not terminated may elect to waive the
"qualified preretirement survivor annuity" prior to the Plan Year in which he
attains age 35, provided that any such waiver shall cease to be effective as of
the first day of the Plan Year in which the Participant attains age
35.

    


    If the
Employer has specified in Section 1.19 of the Adoption Agreement that less than
100 percent of a Participant's Account shall be used to purchase the "qualified
preretirement survivor annuity", the Participant may designate a non-spouse
Beneficiary for the balance of the Participant's vested interest in his Account
that is not used to purchase the "qualified preretirement survivor annuity".
Such designation shall not be subject to the spousal consent requirements of
Section 14.06.

    


    14.06. Spouse's
Consent to Waiver.  A spouse's
written consent to a Participant's waiver of the "qualified joint and survivor
annuity" or "qualified preretirement survivor annuity" forms of distribution
must acknowledge the effect of the Participant's election and must be witnessed
by a Plan representative or a notary public. In addition, the spouse's written
consent must either (a) specify the form of distribution elected instead of the
"qualified joint and survivor annuity", if applicable, and that such form may
not be changed (except to a "qualified joint and survivor annuity") without
written spousal consent and specify any non-spouse Beneficiary designated by the
Participant, if applicable, and that such designation may not be changed without
written spousal consent or (b) acknowledge that the spouse has the right to
limit consent as provided in clause (a) above, but permit the Participant to
change the form of distribution elected or the designated Beneficiary without
the spouse's further consent.

    


    A
Participant's spouse shall be deemed to have given written consent to a
Participant's waiver if the Participant establishes to the satisfaction of a
Plan representative that spousal consent cannot be obtained because the spouse
cannot be located or because of other circumstances set forth in Code Section
401(a)(11) and Treasury Regulations issued thereunder.

    


    Any
written consent given or deemed to have been given by a Participant's spouse
hereunder shall be irrevocable and shall be effective only with respect to such
spouse and not with respect to any subsequent spouse.

    


    A
spouse's consent to a Participant's waiver shall be valid only if the applicable
notice described in Section 14.07 or 14.08 has been provided to the
Participant.

    


     

    
      
        
        

      

      
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    14.07. Notice
Regarding "Qualified Joint and Survivor Annuity".  The notice
provided to a Participant under Section 14.05 shall include a written
explanation of (a) the terms and conditions of the "qualified joint and survivor
annuity" provided herein, (b) the Participant's right to make, and the effect
of, an election to waive the "qualified joint and survivor annuity", (c) the
rights of the Participant's spouse under Section 14.06, and (d) the
Participant's right to revoke an election to waive the "qualified joint and
survivor annuity" prior to his Annuity Starting Date.

    


    14.08. Notice
Regarding "Qualified Preretirement Survivor Annuity".  If a
Participant's Account is subject to the requirements of Section 14.04, the
Administrator shall provide the Participant with a written explanation of the
"qualified preretirement survivor annuity" comparable to the written explanation
provided with respect to the "qualified joint and survivor annuity", as
described in Section 14.07. Such explanation shall be furnished within whichever
of the following periods ends last:

    


    (a)                 the
period beginning with the first day of the Plan Year in which the Participant
reaches age 32 and ending with the end of the Plan Year preceding the Plan Year
in which he reaches age 35;

    


    (b)                 a
reasonable period ending after the Employee becomes an Active
Participant;

    


    (c)                 a
reasonable period ending after Section 14.04 first becomes applicable to the
Participant's Account; or

    


    (d)                 in
the case of a Participant who separates from service before age 35, a reasonable
period ending after such separation from service.

    


    For
purposes of the preceding sentence, the two-year period beginning one year prior
to the date of the event described in Subsection 14.08(b), (c) or (d) above,
whichever is applicable, and ending one year after such date shall be considered
reasonable, provided, that in the case of a Participant who separates from
service under Subsection 14.08(d) above and subsequently recommences employment
with the Employer, the applicable period for such Participant shall be
redetermined in accordance with this Section 14.08.

    


    14.09. Former
Spouse.  For purposes of
this Article, a former spouse of a Participant shall be treated as the spouse or
surviving spouse of the Participant, and a current spouse shall not be so
treated, to the extent required under a qualified domestic relations order, as
defined in Code Section 414(p).

    


    


    Article
15. Top-Heavy
Provisions.

    


    15.01. Definitions.  For purposes of
this Article, the following special definitions shall apply:

    


    (a)  "Determination date" means, for
any Plan Year subsequent to the first Plan Year, the last day of the preceding
Plan Year. For the first Plan Year of the Plan, "determination date" means the
last day of that Plan Year.

    


    (b)  "Determination period" means
the Plan Year containing the "determination date" and the four preceding Plan
Years.

    


    (c)  "Key employee" means any
Employee or former Employee (and the  Beneficiary of any such
Employee) who at any time during the "determination period" was (1) an officer
of the Employer or a Related Employer whose annual Compensation exceeds 50
percent of the dollar limitation under Code Section 415(b)(1)(A), (2) one of the
ten Employees whose annual Compensation from the Employer or a Related Employer
exceeds the dollar limitation under Code Section 415(c)(1)(A) and who owns (or
is considered as owning under Code Section 318) one of the largest interests in
the Employer and all Related Employers, (3) a five percent owner of the Employer
and all Related Employers, or (4) a one percent owner of the Employer and all
Related Employers whose annual Compensation exceeds $150,000. The determination
of who is a "key employee" shall be made in accordance with Code Section
416(i)(1)  and regulations issued thereunder.

    


    (d)  "Permissive aggregation group"
means the "required aggregation group" plus any other qualified plans of the
Employer or a Related Employer which, when considered as a group with the
"required aggregation group", would continue to satisfy the requirements of Code
Sections 401(a)(4) and 410.

    


    (e)  "Required aggregation group"
means:

    


    (1)  Each
qualified plan of the Employer or Related Employer in which at least one "key
employee" participates, or has participated at any time during the
"determination period" (regardless of whether the plan has terminated),
and

    


    (2)  any
other qualified plan of the Employer or Related Employer which enables a plan
described in Subsection 15.01(e)(1) above to meet the requirements of Code
Section 401(a)(4) or 410.

    


    (f)    "Top-heavy plan" means a plan
in which any of the following conditions exists:

    


    (1)  the
"top-heavy ratio" for the plan exceeds 60 percent and the Plan is not part of
any "required aggregation group" or "permissive aggregation group";

    


    (2)  the
plan is a part of a "required aggregation group" but not part of a "permissive
aggregation group" and the "top-heavy ratio" for the "required aggregation
group" exceeds 60 percent; or

    


    (3)  the
plan is a part of a "required aggregation group" and a "permissive aggregation
group" and the "top-heavy ratio" for both groups exceeds 60
percent.

    


     

    
      
        
        

      

      
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    (g)  "Top-heavy ratio"
means:

    


    (1)  With
respect to the Plan, or with respect to any "required aggregation group" or
"permissive aggregation group" that consists solely of defined contribution
plans (including any simplified employee pension, as defined in Code Section
408(k)), a fraction, the numerator of which is the sum of the account balances
of all "key employees" under the plans as of the "determination date" (including
any part of any account balance distributed during the five-year period ending
on the "determination date"), and the denominator of which is the sum of all
account balances (including any part of any account balance distributed during
the five-year period ending on the "determination date") of all participants
under the plans as of the "determination date". Both the numerator and
denominator of the "top-heavy ratio" shall be increased, to the extent required
by Code Section 416, to reflect any contribution which is due but unpaid as of
the "determination date".

    


    (2)  With
respect to any "required aggregation group" or "permissive aggregation group"
that includes one or more defined benefit plans which, during the five-year
period ending on the "determination date", has covered or could cover an Active
Participant in the Plan, a fraction, the numerator of which is the sum of the
account balances under the defined contribution plans for all "key employees"
and the present value of accrued benefits under the defined benefit plans for
all "key employees", and the denominator of which is the sum of the account
balances under the defined contribution plans for all participants and the
present value of accrued benefits under the defined benefit plans for all
participants. Both the numerator and denominator of the "top-heavy ratio" shall
be increased for any distribution of an account balance or an accrued benefit
made during the five-year period ending on the "determination date" and any
contribution due but unpaid as of the "determination date".

    


    For
purposes of Subsections 15.01(g)(1) and (2) above, the value of accounts and the
present value of accrued benefits shall be determined as of the most recent
"determination date", except as provided in Code Section 416 and the regulations
issued thereunder for the first and second plan years of a defined benefit plan.
When aggregating plans, the value of accounts and accrued benefits shall be
calculated with reference to the "determination dates" that fall within the same
calendar year. The present value of accrued benefits shall be determined using
the interest rate and mortality table specified in Subsection 1.21(b) of the
Adoption Agreement.

    


    The
accounts and accrued benefits of a Participant who is not a "key employee" but
who was a "key employee" in a prior year, or who has not performed services for
the Employer or any Related Employer at any time during the five-year period
ending on the "determination date", shall be disregarded. The calculation of the
"top-heavy ratio", and the extent to which distributions, rollovers, and
transfers are taken into account, shall be made in accordance with Code Section
416 and the regulations issued thereunder. Deductible employee contributions
shall not be taken into account for purposes of computing the "top-heavy
ratio".

    


    For
purposes of determining if the Plan, or any other plan included in a "required
aggregation group" of which the Plan is a part, is a "top-heavy plan", the
accrued benefit in a defined benefit plan of an Employee other than a "key
employee" shall be determined under the method, if any, that uniformly applies
for accrual purposes under all plans maintained by the Employer or a Related
Employer, or, if there is no such method, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under the fractional accrual
rate of Code Section 411(b)(1)(C).

    


    15.02. Application.  If the Plan is or
becomes a "top-heavy plan" in any Plan Year or is automatically deemed to be a
"top-heavy plan" in accordance with the Employer's selection in Subsection
1.21(a)(1) of the Adoption Agreement, the provisions of this Article shall apply
and shall supersede any conflicting provision in the Plan.

    


    15.03. Minimum
Contribution.  Except as
otherwise specifically provided in this Section 15.03, the Nonelective Employer
Contributions made for the Plan Year on behalf of any Active Participant who is
not a "key employee" shall not be less than the lesser of three percent (or such
other percentage selected by the Employer in Subsection 1.21(c) of the Adoption
Agreement) of such Participant's Compensation for the Plan Year or, in the case
where neither the Employer nor any Related Employer maintains a defined benefit
plan which uses the Plan to satisfy Code Section 401(a)(4) or 410, the largest
percentage of Employer contributions made on behalf of any "key employee" for
the Plan Year, expressed as a percentage of the "key employee's" Compensation
for the Plan Year, unless the Employer has provided in Subsection 1.21(c) of the
Adoption Agreement that the minimum contribution requirement shall be met under
the other plan or plans of the Employer.

    


    The
minimum contribution required under this Section 15.03 shall be made to the
Account of an Active Participant even though, under other Plan provisions, the
Active Participant would not otherwise be entitled to receive a contribution, or
would have received a lesser contribution for the Plan Year, because (a) the
Active Participant failed to complete the Hours of Service requirement selected
by the Employer in Subsection 1.10(d) or 1.11(c) of the Adoption Agreement, or
(b) the Participant's Compensation was less than a stated amount; provided,
however, that no minimum contribution shall be made for a Plan Year to the
Account of an Active Participant who is not employed by the Employer or a
Related Employer on the last day of the Plan Year.

    


    The
minimum contribution for the Plan Year made on behalf of each Active Participant
who is not a "key employee" and who is a participant in a defined benefit plan
maintained by the Employer or a Related Employer shall not be less than five
percent of such Participant's Compensation for the Plan Year, unless the
Employer has provided in Subsection 1.21(c) of the Adoption Agreement that the
minimum contribution requirement shall be met under the other plan or plans of
the Employer.

    


    That
portion of a Participant's Account that is attributable to minimum contributions
required under this Section 15.03, to the extent required to be nonforfeitable
under Code Section 416(b), may not be forfeited under Code Section
411(a)(3)(B).

    


    Notwithstanding
any other provision of the Plan to the contrary, for purposes of this Article,
Compensation shall include amounts that are not includable in the gross income
of the Participant under a salary reduction agreement by reason of the
application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).
Compensation shall generally be based on the amount actually paid to the
Eligible Employee during the Plan Year or during that portion of the Plan Year
during which the Eligible Employee is an Active Participant, as elected by the
Employer in Subsection 1.05(c) of the Adoption Agreement.

     

     

    
      
        
        

      

      
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    15.04. Modification
of Allocation Provisions to Meet Minimum Contribution Requirements.  If the Employer
elected a discretionary Nonelective Employer Contribution in Subsection 1.11(b)
of the Adoption Agreement, the provisions for allocating Nonelective Employer
Contributions described in Subsection 5.10(b) shall be modified as provided
herein to meet the minimum contribution requirements of Section
15.03.

    


    (a)  If
the Employer selected the non-integrated formula in Subsection 1.11(b)(1) of the
Adoption Agreement, Nonelective Employer Contributions shall be allocated as
follows:

    


    (1)  Nonelective
Employer Contributions shall be allocated to each eligible Active Participant,
as determined under this Section 15.04, who is not a "key employee" in the same
ratio that the eligible Active Participant's Compensation for the Plan Year
bears to the total Compensation of all such eligible Active Participants for the
Plan Year; provided, however that such ratio shall not exceed three percent of a
Participant's Compensation for the Plan Year (or such other percentage selected
by the Employer in Subsection 1.21(c) of the Adoption Agreement).

    


    (2)  If
any Nonelective Employer Contributions remain after the allocation in Subsection
15.04(a)(1) above, the remaining Nonelective Employer Contributions shall be
allocated to each eligible Active Participant, as determined under this Section
15.04, who is a "key employee" in the same ratio that the eligible Active
Participant's Compensation for the Plan Year bears to the total Compensation of
all such eligible Active Participants for the Plan Year; provided, however that
such ratio shall not exceed three percent of a Participant's Compensation for
the Plan Year (or such other percentage selected by the Employer in Subsection
1.21(c) of the Adoption Agreement).

    


    (3)  If
any Nonelective Employer Contributions remain after the allocation in Subsection
15.04(a)(2) above, the remaining Nonelective Employer Contributions shall be
allocated to each eligible Active Participant, as determined under this Section
15.04, in the same ratio that the eligible Active Participant's Compensation for
the Plan Year bears to the total Compensation of all such eligible Active
Participants for the Plan Year.

    


    (b)  If
the Employer selected the integrated formula in Subsection 1.11(b)(2) of the
Adoption Agreement, the "permitted disparity limit", as defined in Subsection
1.11(b)(2) of the Adoption Agreement, shall be reduced by the percentage
allocated under Subsection 15.04(b)(1) or (2) below, and the allocation steps in
Subsection 5.10(b)(2) shall be preceded by the following steps:

    


    (1)  Nonelective
Employer Contributions shall be allocated to each eligible Active Participant,
as determined under this Section 15.04, who is not a "key employee" in the same
ratio that the eligible Active Participant's Compensation for the Plan Year
bears to the total Compensation of all such eligible Active Participants for the
Plan Year; provided, however that such ratio shall not exceed three percent of a
Participant's Compensation for the Plan Year (or such other percentage selected
by the Employer in Subsection 1.21(c) of the Adoption Agreement).

    


    (2)  If
any Nonelective Employer Contributions remain after the allocation in Subsection
15.04(b)(1) above, the remaining Nonelective Employer Contributions shall be
allocated to each eligible Active Participant, as determined under this Section
15.04, who is a "key employee" in the same ratio that the eligible Active
Participant's Compensation for the Plan Year bears to the total Compensation of
all such eligible Active Participants for the Plan Year; provided, however that
such ratio shall not exceed three percent of a Participant's Compensation for
the Plan Year (or such other percentage selected by the Employer in Subsection
1.21(c) of the Adoption Agreement).

    


    (3)  If
any Nonelective Employer Contributions remain after the allocation in Subsection
15.04(b)(2) above, the remaining Nonelective Employer Contributions shall be
allocated to each eligible Active Participant in the same ratio that the
eligible Active Participant's Excess Compensation for the Plan Year bears to the
total Excess Compensation of all eligible Participants for the Plan Year;
provided, however, that such ratio shall not exceed three percent (or such other
percentage selected by the Employer in Subsection 1.21(c) of the Adoption
Agreement).

    


    15.05. Adjustment
to the Limitation on Contributions and Benefits.  For Limitation
Years beginning prior to January 1, 2000, if the Plan is a "top-heavy plan", the
number 100 shall be substituted for the number 125 in determining the "defined
benefit fraction", as defined in Subsection 6.01(f) and the "defined
contribution fraction", as defined in Subsection 6.01(g). However, this
substitution shall not take effect with respect to the Plan in any Plan Year in
which the following requirements are satisfied:

    


    (a)  The
Employer contributions for such Plan Year made on behalf of each eligible Active
Participant, as determined under Section 15.03, who is not a "key employee" and
who is a participant in a defined benefit plan maintained by the Employer or a
Related Employer is not less than 7 1/2
percent of such eligible Active Participant's Compensation.

    


    (b)  The
"top-heavy ratio" for the Plan (or the "required aggregation group" or
"permissible aggregation group", as applicable) does not exceed 90
percent.

    


    The
substitutions of the number 100 for 125 shall not take effect in any Limitation
Year with respect to any Participant for whom no benefits are accrued or
contributions made for the Limitation Year.

    


    15.06. Accelerated
Vesting.  For any Plan Year
in which the Plan is or is deemed to be a "top-heavy plan" and all Plan Years
thereafter, the top-heavy vesting schedule selected by the Employer in
Subsection 1.21(d) of the Adoption Agreement shall automatically apply to the
Plan. The top-heavy vesting schedule applies to all benefits within the meaning
of Code Section 411(a)(7) except those already subject to a vesting schedule
which vests at least as rapidly in all cases as the schedule elected in
Subsection 1.21(d) of the Adoption Agreement, including benefits accrued before
the Plan becomes a "top-heavy plan". Notwithstanding the foregoing provisions of
this Section 15.06, the top-heavy vesting schedule does not apply to the Account
of any Participant who does not have an Hour of Service after the Plan initially
becomes or is deemed to have become a "top-heavy plan" and such Employee's
Account attributable to Employer Contributions shall be determined without
regard to this Section 15.06.

    


    15.07. Exclusion
of Collectively-Bargained Employees.  Notwithstanding
any other provision of this Article 15, Employees who are included in a unit
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and one or more employers
shall not be included in determining whether or not the Plan is a "top-heavy
plan". In addition, such Employees shall not be entitled to a minimum
contribution under Section 15.03 or accelerated vesting under Section 15.06,
unless otherwise provided in the collective bargaining agreement.

    


     

     

    
      
        
        

      

      
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    Article
16. Amendment and
Termination.

    


    16.01. Amendments
by the Employer that do Not Affect Prototype Status.  The Employer
reserves the authority through a board of directors' resolution or similar
action, subject to the provisions of Article 1 and Section 16.04, to amend the
Plan as provided herein, and such amendment shall not affect the status of the
Plan as a prototype plan.

    


    
      	
              (a)  

            	
              The
      Employer may amend the Adoption Agreement to make a change or changes in
      the provisions previously elected by it. Such amendment may be made either
      by (1) completing an amended Adoption Agreement on which the Employer has
      indicated the change or changes, or (2) adopting an amendment, executed by
      the Employer only, in the form provided by the Prototype Sponsor, that
      provides replacement pages to be inserted into the Adoption Agreement,
      which pages include the change or changes. Any such amendment must be
      filed with the Trustee.

            


    

    (b)  The
Employer may make a separate amendment to the Plan as necessary to satisfy Code
Section 415 or 416 because of the required aggregation of multiple plans by
completely overriding the Basic Plan Document provisions.

    


    (c)  The
Employer may adopt certain model amendments published by the Internal Revenue
Service which specifically provide that their adoption shall not cause the Plan
to be treated as an individually designed plan.

    


    16.02. Amendments
by the Employer that Affect Prototype Status.  The Employer
reserves the authority through a board of directors' resolution or similar
action, subject to the provisions of Section 16.04, to amend the Plan in a
manner other than that provided in Section 16.01. However, upon making such
amendment, including, if the Plan is a money purchase pension plan, a waiver of
the minimum funding requirement under Code Section 412(d), the Employer may no
longer participate in this prototype plan arrangement and shall be deemed to
have an individually designed plan. Following such amendment, the Trustee may
transfer the assets of the Trust to the trust forming part of such newly adopted
plan upon receipt of sufficient evidence (such as a determination letter or
opinion letter from the Internal Revenue Service or an opinion of counsel
satisfactory to the Trustee) that such trust shall be a qualified trust under
the Code.

    


    16.03. Amendment
by the Mass Submitter Sponsor and the Prototype Sponsor.  The Mass
Submitter Sponsor may in its discretion amend the mass submitter prototype plan
at any time, subject to the provisions of Article 1 and Section 16.04, and
provided that the Mass Submitter Sponsor mails a copy of such amendment to each
Prototype Sponsor that maintains the prototype plan or a minor modifier of the
prototype plan. Each Prototype Sponsor shall provide a copy of such amendment to
each Employer adopting its prototype plan at the Employer's last known address
as shown on the books maintained by the Prototype Sponsor or its
affiliates.

    


    The
Prototype Sponsor may, in its discretion, amend the Plan or the Adoption
Agreement, subject to the provisions of Article 1 and Section 16.04, and
provided that such amendment does not change the Plan's status as a word for
word adoption of the mass submitter prototype plan or a minor modifier of the
mass submitter prototype plan, unless such Prototype Sponsor elects no longer to
be a sponsoring organization with respect to the mass submitter prototype plan.
The Prototype Sponsor shall provide a copy of such amendment to each Employer
adopting its prototype plan at the Employer's last known address as shown on the
books maintained by the Prototype Sponsor or its affiliates.

    


    16.04. Amendments
Affecting Vested and/or Accrued Benefits.  Except as
permitted by Section 16.05, Section 1.19(e) and the Forms of Payment Addendum to
the Adoption Agreement, and/or Code Section 411(d)(6) and regulations issued
thereunder, no amendment to the Plan shall be effective to the extent that it
has the effect of decreasing a Participant's Account or eliminating an optional
form of benefit with respect to benefits attributable to service before the
amendment. Furthermore, if the vesting schedule of the Plan is amended, the
nonforfeitable interest of a Participant in his Account, determined as of the
later of the date the amendment is adopted or the date it becomes effective,
shall not be less than the Participant's nonforfeitable interest in his Account
determined without regard to such amendment.

    


    If the
Plan is a money purchase pension plan, no amendment to the Plan that provides
for a significant reduction in contributions to the Plan shall be made unless
notice has been furnished to Participants and alternate payees under a qualified
domestic relations order as provided in ERISA Section 204(h).

    


    If the
Plan's vesting schedule is amended because of a change to "top-heavy plan"
status, as described in Subsection 15.01(f), the accelerated vesting provisions
of Section 15.06 shall continue to apply for all Plan Years thereafter,
regardless of whether the Plan is a "top-heavy plan" for such Plan
Year.

    


    If the
Plan's vesting schedule is amended and an Employee's vested interest, as
calculated by using the amended vesting schedule, is less in any year than the
Employee's vested interest calculated under the Plan's vesting schedule
immediately prior to the amendment, the amended vesting schedule shall apply
only to Employees hired on or after the effective date of the change in vesting
schedule.

    


    16.05. Retroactive
Amendments made by Mass Submitter or Prototype Sponsor.  An amendment made
by the Mass Submitter Sponsor or Prototype Sponsor in accordance with Section
16.03 may be made effective on a date prior to the first day of the Plan Year in
which it is adopted if, in published guidance, the Internal Revenue Service
either permits or requires such an amendment to be made to enable the Plan and
Trust to satisfy the applicable requirements of the Code and all requirements
for the retroactive amendment are satisfied.

    


    16.06. Termination.  The Employer has
adopted the Plan with the intention and expectation that contributions shall be
continued indefinitely. However, said Employer has no obligation or liability
whatsoever to maintain the Plan for any length of time and may amend the Plan to
discontinue contributions under the Plan or terminate the Plan at any time
without any liability hereunder for any such discontinuance or termination. The
Employer may terminate the Plan by written notice delivered to the
Trustee.

    


     

    
      
        
        

      

      
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    16.07. Distribution
upon Termination of the Plan.  Upon termination
or partial termination of the Plan or complete discontinuance of contributions
thereunder, each Participant (including a terminated Participant with respect to
amounts not previously forfeited by him) who is affected by such termination or
partial termination or discontinuance shall have a vested interest in his
Account of 100 percent. Subject to Section 12.01 and Article 14, upon receipt of
written instructions from the Administrator, the Trustee shall distribute to
each Participant or other person entitled to distribution the balance of the
Participant's Account in a single lump sum payment. In the absence of such
instructions, the Trustee shall notify the Administrator of such situation and
the Trustee shall be under no duty to make any distributions under the Plan
until it receives written instructions from the Administrator. Upon the
completion of such distributions, the Trust shall terminate, the Trustee shall
be relieved from all liability under the Trust, and no Participant or other
person shall have any claims thereunder, except as required by applicable
law.

    


    If
distribution is to be made to a Participant or Beneficiary who cannot be
located, the Administrator shall give written instructions to the Trustee to (a)
escheat the distributable amount to the State or Commonwealth of the
distributee's last known address or (b) draw a check in the distributable amount
and mail it to the distributee's last known address. In the absence of such
instructions, the Trustee shall make distribution to the distributee by drawing
a check in the distributable amount and mailing it to the distributee's last
known address.

    


    16.08. Merger or
Consolidation of Plan; Transfer of Plan Assets.  In case of any
merger or consolidation of the Plan with, or transfer of assets and liabilities
of the Plan to, any other plan, provision must be made so that each Participant
would, if the Plan then terminated, 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 had then terminated.

    


    


    Article
17. Amendment and
Continuation of Prior Plan; Transfer of Funds to or from Other Qualified
Plans.

    


    17.01. Amendment
and Continuation of Prior Plan.  In the event the
Employer has previously established a plan (the "prior plan") which is a defined
contribution plan under the Code and which on the date of adoption of the Plan
meets the applicable requirements of Code Section 401(a), the Employer may, in
accordance with the provisions of the prior plan, amend and restate the prior
plan in the form of the Plan and become the Employer hereunder, subject to the
following:

    


    (a)
Subject to the provisions of the Plan, each individual who was a Participant in
the prior plan immediately prior to the effective date of such amendment and
restatement shall become a Participant in the Plan.

    


    (b)
Except as provided in Section 16.04, no election may be made under the vesting
provisions of the Adoption Agreement if such election would reduce the benefits
of a Participant under the Plan to less than the benefits to which he would have
been entitled if he voluntarily separated from the service of the Employer
immediately prior to such amendment and restatement.

    


    (c) No
amendment to the Plan shall decrease a Participant's accrued benefit or
eliminate an optional form of benefit, except as permitted under Section 1.19(e)
and the Forms of Payment Addendum to the Adoption Agreement.

    


    (d) The
amounts standing to the credit of a Participant's account immediately prior to
such amendment and restatement which represent the amounts properly attributable
to (1) contributions by the Participant and (2) contributions by the Employer
and forfeitures shall constitute the opening balance of his Account or Accounts
under the Plan.

    


    (e)  Amounts
being paid to an Inactive Participant or to a Beneficiary in accordance with the
provisions of the prior plan shall continue to be paid in accordance with such
provisions.

    


    (f)  Any
election and waiver of the "qualified preretirement survivor annuity", as
defined in Section 14.01, in effect after August 23, 1984, under the prior plan
immediately before such amendment and restatement shall be deemed a valid
election and waiver of Beneficiary under Section 14.04 if such designation
satisfies the requirements of Sections 14.05 and 14.06, unless and until the
Participant revokes such election and waiver under the Plan.

    


    (g)  Unless
the Employer and the Trustee agree otherwise, all assets of the predecessor
trust shall be deemed to be assets of the Trust as of the effective date of such
amendment. Such assets shall be invested by the Trustee as soon as reasonably
practicable pursuant to Article 8. The Employer agrees to assist the Trustee in
any way requested by the Trustee in order to facilitate the transfer of assets
from the predecessor trust to the Trust Fund.

    


    17.02. Transfer
of Funds from an Existing Plan.  The Employer may
from time to time direct the Trustee, in accordance with such rules as the
Trustee may establish, to accept cash, allowable Fund Shares or participant loan
promissory notes transferred for the benefit of Participants from a trust
forming part of another qualified plan under the Code, provided such plan is a
defined contribution plan. Such transferred assets shall become assets of the
Trust as of the date they are received by the Trustee. Such transferred assets
shall be credited to Participants' Accounts in accordance with their respective
interests immediately upon receipt by the Trustee. A Participant's interest
under the Plan in transferred assets which were fully vested and nonforfeitable
under the transferring plan or which were transferred to the Plan in a manner
intended to satisfy the requirements of subsection (b) of this Section 17.02
shall be fully vested and nonforfeitable at all times. A Participant's interest
under the Plan in transferred assets which were transferred to the Plan in a
manner intended to satisfy the requirements of subsection (a) of this Section
17.02 shall be determined in accordance with the terms of the Plan unless the
transferor plan's vesting schedule is more favorable.  Such
transferred assets shall be invested by the Trustee in accordance with the
provisions of Subsection 17.01(g) as if such assets were transferred from a
prior plan. Except as otherwise provided below, no transfer of assets in
accordance with this Section 17.02 may cause a loss of an accrued or optional
form of benefit protected by Code Section 411(d)(6).

    


    Effective for transfers made on or
after January 1, 2002, the terms of the Plan as in effect at the time of the
transfer shall apply to the amounts transferred regardless of whether such
application would have the effect of eliminating or reducing an optional form of
benefit protected by Code Section 411(d)(6) which was previously available
with respect to any amount transferred to the Plan pursuant to this
Section 17.02, provided that such transfer satisfies the requirements set
forth in either (a) or (b):

     

    (a)(1)
The transfer is conditioned upon a voluntary, fully informed election by the
Participant to transfer his entire account balance to the Plan.  As an
alternative to the transfer, the Participant is offered the opportunity to
retain the form of benefit previously available to him (or, if the transferor
plan is terminated, to receive any optional form of benefit for which the
participant is eligible under the transferor plan as required by Code
Section 411(d)(6));

     

    (2)           If
the defined contribution plan from which the transfer is made is a money
purchase pension plan, the Plan is a money purchase plan or, if the defined
contribution plan from which the transfer is made includes a qualified cash or
deferred arrangement, the Plan includes a cash or deferred arrangement;
and

     

    (3) The
transfer is made either in connection with an asset or stock acquisition, merger
or other similar transaction involving a change in employer of the employees of
a trade or business (i.e., an acquisition or disposition within the meaning of
Section 1.410(b)-2(f)) or in connection with the participant's change in
employment status such that the participant is not entitled to additional
allocations under the transferor plan.

     

     

    
      
        
        

      

      
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    (b)(1)
The transfer satisfies the requirements of subsection (a)(1) of this
Section 17.02;

     

    (2) The
transfer occurs at a time when the Participant is eligible, under the terms of
the transferor plan, to receive an immediate distribution of his
account;

     

    (3) If
the transfer occurs on or after January 1, 2002, the transfer occurs at a
time when the participant is not eligible to receive an immediate distribution
of his entire nonforfeitable account balance in a single sum distribution that
would consist entirely of an eligible rollover distribution within the meaning
of Code Section 401(a)(31)(C); and

     

    (4) The
amount transferred, together with the amount of any contemporaneous Code
Section 401(a)(31) direct rollover to the Plan, equals the entire
nonforfeitable account of the participant whose account is being
transferred.

     

    It is the
Employer's
obligation to ensure that all assets of the Plan, other than those maintained in
a separate trust or fund pursuant to the provisions of Section 20.10, are
transferred to the Trustee. The Trustee shall have no liability for and no duty
to inquire into the administration of such transferred assets for periods prior
to the transfer.

    


    17.03. Acceptance
of Assets by Trustee.  The Trustee shall
not accept assets which are not either in a medium proper for investment under
the Plan, as set forth in the Plan and the Service Agreement, or in cash. Such
assets shall be accompanied by instructions in writing (or such other medium as
may be acceptable to the Trustee) showing separately the respective
contributions by the prior employer and by the Participant, and identifying the
assets attributable to such contributions. The Trustee shall establish such
accounts as may be necessary or appropriate to reflect such contributions under
the Plan. The Trustee shall hold such assets for investment in accordance with
the provisions of Article 8, and shall in accordance with the written
instructions of the Employer make appropriate credits to the Accounts of the
Participants for whose benefit assets have been transferred.

    


    17.04. Transfer
of Assets from Trust.  Effective on or
after January 1, 2002, the Employer may direct the Trustee to transfer all or a
specified portion of the Trust assets to any other plan or plans maintained by
the Employer or the employer or employers of an Inactive Participant or
Participants, provided that the Trustee has received evidence satisfactory to it
that such other plan meets all applicable requirements of the Code, subject to
the following:

    


    
      	
              (a)  

            	
              The
      assets so transferred shall be accompanied by instructions in writing (or
      such other medium as may be acceptable to the Trustee) from the Employer
      naming the persons for whose benefit such assets have been transferred,
      showing separately the respective contributions by the Employer and by
      each Inactive Participant, if any, and identifying the assets attributable
      to the various contributions. The Trustee shall not transfer assets
      hereunder until all applicable filing requirements are met. The Trustee
      shall have no further liabilities with respect to assets so
      transferred.

            


    

    


    (b) A
transfer of assets made pursuant to this Section 17.04 may result in the
elimination or reduction of an optional form of benefit protected by Code
Section 411(d)(6), provided that the transfer satisfies the requirements
set forth in either (1) or (2):

     

    (1)(i)
The transfer is conditioned upon a voluntary, fully informed election by the
Participant to transfer his entire Account to the other defined contribution
plan.  As an alternative to the transfer, the Participant is offered
the opportunity to retain the form of benefit previously available to him (or,
if the Plan is terminated, to receive any optional form of benefit for which the
Participant is eligible under the Plan as required by Code
Section 411(d)(6));

     

    (ii)               If
the Plan is a money purchase pension plan, the defined contribution plan to
which the transfer is made must be a money purchase pension plan and if the Plan
includes a qualified cash or deferred arrangement under Code
Section 401(k), the defined contribution plan to which the transfer is made
must include a qualified cash or deferred arrangement; and

     

    (iii)               The
transfer is made either in connection with an asset or stock acquisition, merger
or other similar transaction involving a change in employer of the employees of
a trade or business (i.e., an acquisition or disposition within the meaning of
Section 1.410(b)-2(f)) or in connection with the Participant's change in
employment status such that the Participant becomes an Inactive
Participant.

     

    (2)(i)
The transfer satisfies the requirements of subsection (1)(i) of this
Section 17.04;

     

    (ii) The
transfer occurs at a time when the Participant is eligible, under the terms of
the Plan, to receive an immediate distribution of his benefit;

     

    (iii) If
the transfer occurs on or after January 1, 2002, the transfer occurs at a
time when the Participant is not eligible to receive an immediate distribution
of his entire nonforfeitable Account in a single sum distribution that would
consist entirely of an eligible rollover distribution within the meaning of Code
Section 401(a)(31)(C);

     

    (iv) The
Participant is fully vested in the transferred amount in the transferee plan;
and

     

    (v) The
amount transferred, together with the amount of any contemporaneous Code
Section 401(a)(31) direct rollover to the transferee plan, equals the
entire nonforfeitable Account of the Participant whose Account is being
transferred.

     

     

     

    
      
        
        

      

      
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    Article
18. Miscellaneous.

    


    18.01. Communication
to Participants.  The Plan shall be
communicated to all Eligible Employees by the Employer promptly after the Plan
is adopted.

    


    18.02. Limitation
of Rights.  Neither the
establishment of the Plan and the Trust, nor any amendment thereof, nor the
creation of any fund or account, nor the payment of any benefits, shall be
construed as giving to any Participant or other person any legal or equitable
right against the Employer, Administrator or Trustee, except as provided herein;
and in no event shall the terms of employment or service of any Participant be
modified or in any way affected hereby. It is a condition of the Plan, and each
Participant expressly agrees by his participation herein, that each Participant
shall look solely to the assets held in the Trust for the payment of any benefit
to which he is entitled under the Plan.

    


    18.03. Nonalienability
of Benefits.
Except as provided in Code Sections 401(a)(13)(C) and (D) (relating to offsets
ordered or required under a criminal conviction involving the Plan, a civil
judgment in connection with a violation or alleged violation of fiduciary
responsibilities under ERISA, or a settlement agreement between the Participant
and the Department of Labor in connection with a violation or alleged violation
of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of the
Treasury Regulations (relating to Federal tax levies), or as otherwise required
by law, the benefits provided hereunder shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind, either
voluntarily or involuntarily, and any attempt to cause such benefits to be so
subjected shall not be recognized. The preceding sentence shall also apply to
the creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relations order, unless such
order is determined by the Administrator to be a qualified domestic relations
order, as defined in Code Section 414(p), or any domestic relations order
entered before January 1, 1985.

    


    18.04. Qualified
Domestic Relations Orders Procedures. The Administrator must
establish reasonable procedures to determine the qualified status of a domestic
relations order. Upon receiving a domestic relations order, the Administrator
shall promptly notify the Participant and any alternate payee named in the
order, in writing, of the receipt of the order and the Plan's procedures for
determining the qualified status of the order. Within a reasonable period of
time after receiving the domestic relations order, the Administrator must
determine the qualified status of the order and must notify the Participant and
each alternate payee, in writing, of its determination. The Administrator shall
provide such notice by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with the Department of Labor
regulations.

    


    If any
portion of the Participant's Account is payable during the period the
Administrator is making its determination of the qualified status of the
domestic relations order, the Administrator must make a separate accounting of
the amounts payable. If the Administrator determines the order is a qualified
domestic relations order within 18 months of the date amounts first are payable
following receipt of the order, the Administrator shall direct the Trustee to
distribute the payable amounts in accordance with the order. If the
Administrator does not make his determination of the qualified status of the
order within the 18-month determination period, the Administrator shall direct
the Trustee to distribute the payable amounts in the manner the Plan would
distribute if the order did not exist and shall apply the order prospectively if
the Administrator later determines the order is a qualified domestic relations
order.

    


    The
Trustee shall set up segregated accounts for each alternate payee when properly
notified by the Administrator.

    


    A
domestic relations order shall not fail to be deemed a qualified domestic
relations order merely because it requires the distribution or segregation of
all or part of a Participant's Account with respect to an alternate payee prior
to the Participant's earliest retirement age (as defined in Code Section 414(p))
under the Plan. A distribution to an alternate payee prior to the Participant's
attainment of the earliest retirement age is available only if (a) the order
specifies distribution at that time and (b) if the present value of the
alternate payee's benefits under the Plan exceeds $5,000 as determined under
Section 13.02 (or such larger amount as may be specified in Code Section
417(e)(1)), and the order requires, and the alternate payee consents to, a
distribution occurring prior to the Participant's attainment of earliest
retirement age.

    


    18.05. Additional
Rules for Paired Plans.  If the Employer
has adopted both a money purchase pension plan and a profit sharing plan under
this Basic Plan Document which are to be considered paired plans, the elections
in Section 1.04 of the Adoption Agreement must be identical with respect to both
plans. When the paired plans are "top-heavy plans", as defined in Subsection
15.01(f), or are deemed to be "top-heavy plans", the money purchase pension plan
shall provide the minimum contribution required under Section 15.03, unless
contributions under the money purchase pension plan are frozen.

    


    18.06. Application
of Plan Provisions in Multiple Employer Plans.  Notwithstanding
any other provision of the Plan to the contrary, if one of the Employers
designated in Subsection 1.02(b) of the Adoption Agreement is not a Related
Employer, the Prototype Sponsor reserves the right to take any or all of the
following actions:

    


    (a)  treat
the Plan as a multiple employer plan;

    


    (b)  permit
the Employer to amend the Plan to exclude the un-Related Employer from
participation in the Plan; or

    


    (c)  treat
the Employer as having amended the Plan in the manner described in Section 16.02
such that the Employer may no longer participate in this prototype plan
arrangement.

    


    For the
period, if any, that the Prototype Sponsor elects to treat the Plan as a
multiple employer plan, each un-Related Employer shall be treated as a separate
Employer for purposes of contributions, application of the "ADP" and "ACP" tests
described in Sections 6.03 and 6.06, application of the Code Section 415
limitations described in Section 6.12, top-heavy determinations and application
of the top-heavy requirements under Article 15, and application of such other
Plan provisions as the Employers determine to be appropriate. For any such
period, the Prototype Sponsor shall continue to treat the Employer as
participating in this prototype plan arrangement for purposes of Plan
administration, notices or other communications in connection with the Plan, and
other Plan-related services; provided, however, that if the Employer applies to
the Internal Revenue Service for a determination letter, the multiple employer
plan shall be filed on the form appropriate for multiple employer plans. The
Administrator shall be responsible for administering the Plan as a multiple
employer plan.

    


     

    
      
        
        

      

      
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    18.07. Veterans
Reemployment Rights.  Notwithstanding
any other provision of the Plan to the contrary, contributions, benefits, and
service credit with respect to qualified military service shall be provided in
accordance with Code Section 414(u). The Administrator shall notify the Trustee
of any Participant with respect to whom additional contributions are made
because of qualified military service.

    


    18.08. Facility
of Payment.  In the event the
Administrator determines, on the basis of medical reports or other evidence
satisfactory to the Administrator, that the recipient of any benefit payments
under the Plan is incapable of handling his affairs by reason of minority,
illness, infirmity or other incapacity, the Administrator may direct the Trustee
to disburse such payments to a person or institution designated by a court which
has jurisdiction over such recipient or a person or institution otherwise having
the legal authority under state law for the care and control of such recipient.
The receipt by such person or institution of any such payments shall be complete
acquittance therefore, and any such payment to the extent thereof, shall
discharge the liability of the Trust for the payment of benefits hereunder to
such recipient.

    


    18.09. Information
between Employer and Trustee.  The Employer
agrees to furnish the Trustee, and the Trustee agrees to furnish the Employer,
with such information relating to the Plan and Trust as may be required by the
other in order to carry out their respective duties hereunder, including without
limitation information required under the Code and any regulations issued or
forms adopted by the Treasury Department thereunder or under the provisions of
ERISA and any regulations issued or forms adopted by the Department of Labor
thereunder.

    


    18.10. Effect of
Failure to Qualify Under Code.  Notwithstanding
any other provision contained herein, if the Employer fails to obtain or retain
approval of the Plan by the Internal Revenue Service as a qualified Plan under
the Code, the Employer may no longer participate in this prototype Plan
arrangement and shall be deemed to have an individually designed
plan.

    


    18.11. Directions,
Notices and Disclosure.  Any notice or
other communication in connection with this Plan shall be deemed delivered in
writing if addressed as provided below and if either actually delivered at said
address or, in the case of a letter, three business days shall have elapsed
after the same shall have been deposited in the United States mails, first-class
postage prepaid and registered or certified:

    


    (a)  If
to the Employer or Administrator, to it at the address set forth in the Adoption
Agreement, and, if to the Employer, to the attention of the contact specified in
Subsection 1.02(a) of the Adoption Agreement;

    


    (b)  If
to the Trustee, to it at the address set forth in Subsection 1.03(a) the
Adoption Agreement;

    


    or, in
each case at such other address as the addressee shall have specified by written
notice delivered in accordance with the foregoing to the addressor's then
effective notice address.

    


    Any
direction, notice or other communication provided to the Employer, the
Administrator or the Trustee by another party which is stipulated to be in
written form under the provisions of this Plan may also be provided in any
medium which is permitted under applicable law or regulation. Any written
communication or disclosure to Participants required under the provisions of
this Plan may be provided in any other medium (electronic, telephone or
otherwise) that is permitted under applicable law or regulation.

    


    18.12. Governing
Law.  The Plan and the
accompanying Adoption Agreement shall be construed, administered and enforced
according to ERISA, and to the extent not preempted thereby, the laws of the
Commonwealth of Massachusetts.

    


    Nothing
contained in Sections 8.02, 19.01 or 19.05 or this Section 18.13 shall be
construed in a manner which subjects a governmental plan (as defined in Code
Section 414(d)) or a non-electing church plan (as described in Code Section
410(d)) to the fiduciary provisions of Title I of ERISA.

    


     

    
      
        
        

      

      
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    Article
19. Plan
Administration.

    


    19.01. Powers
and Responsibilities of the Administrator.  The Administrator
has the full power and the full responsibility to administer the Plan in all of
its details, subject, however, to the requirements of ERISA. In addition to the
powers and authorities expressly conferred upon it in the Plan, the
Administrator shall have all such powers and authorities as may be necessary to
carry out the provisions of the Plan, including the discretionary power and
authority to interpret and construe the provisions of the Plan, such
interpretation to be final and conclusive on all persons claiming benefits under
the Plan; to make benefit determinations; to utilize the correction programs or
systems established by the Internal Revenue Service (such as the Employee Plans
Compliance and Resolution System) or the Department of Labor; and to resolve any
disputes arising under the Plan. The Administrator may, by written instrument,
allocate and delegate its fiduciary responsibilities in accordance with ERISA
Section 405, including allocation of such responsibilities to an administrative
committee formed to administer the Plan.

    


    19.02. Nondiscriminatory
Exercise of Authority.  Whenever, in the
administration of the Plan, any discretionary action by the Administrator is
required, the Administrator shall exercise its authority in a nondiscriminatory
manner so that all persons similarly situated shall receive substantially the
same treatment.

    


    19.03. Claims
and Review Procedures.  Except to the
extent that the provisions of any collective-bargaining agreement provide
another method of resolving claims for benefits under the Plan, the provisions
of this Section 19.03 shall control with respect to the resolution of such
claims; provided, however, that the Employer may institute alternative claims
procedures that are more restrictive on the Employer and more generous with
respect to persons claiming a benefit under the Plan.

    


    (a)  Claims Procedure.
Whenever a request for benefits under the Plan is wholly or partially denied,
the Administrator shall notify the person claiming such benefits of its decision
in writing. Such notification shall contain (1) specific reasons for the denial
of the claim, (2) specific reference to pertinent Plan provisions, (3) a
description of any additional material or information necessary for such person
to perfect such claim and an explanation of why such material or information is
necessary, and (4) information as to the steps to be taken if the person wishes
to submit a request for review. Such notification shall be given within 90 days
after the claim is received by the Administrator (or within 180 days, if special
circumstances require an extension of time for processing the claim, and if
written notice of such extension and circumstances is given to such person
within the initial 90-day period). If such notification is not given within such
period, the claim shall be considered denied as of the last day of such period
and such person may request a review of his claim.

    


    (b)  Review Procedure.
Within 60 days after the date on which a person receives a written notice of a
denied claim (or, if applicable, within 60 days after the date on which such
denial is considered to have occurred), such person (or his duly authorized
representative) may (1) file a written request with the Administrator for a
review of his denied claim and of pertinent documents and (2) submit written
issues and comments to the Administrator. The Administrator shall notify such
person of its decision in writing. Such notification shall be written in a
manner calculated to be understood by such person and shall contain specific
reasons for the decision as well as specific references to pertinent Plan
provisions. The decision on review shall be made within 60 days after the
request for review is received by the Administrator (or within 120 days, if
special circumstances require an extension of time for processing the request,
such as an election by the Administrator to hold a hearing, and if written
notice of such extension and circumstances is given to such person within the
initial 60-day period). If the decision on review is not made within such
period, the claim shall be considered denied.

    


    19.04. Named
Fiduciary.  The Administrator
is a "named fiduciary" for purposes of ERISA Section 402(a)(1) and has the
powers and responsibilities with respect to the management and operation of the
Plan described herein.

    


    19.05. Costs of
Administration.  Unless some or
all are paid by the Employer, all reasonable costs and expenses (including
legal, accounting, and employee communication fees) incurred by the
Administrator and the Trustee in administering the Plan and Trust may be paid
from the forfeitures (if any) resulting under Section 11.08, or from the
remaining Trust Fund. All such costs and expenses paid from the Trust Fund
shall, unless allocable to the Accounts of particular Participants, be charged
against the Accounts of all Participants on a pro rata basis or in such other
reasonable manner as may be directed by the Employer and accepted by the
Trustee.

    


    


    Article
20. Trust
Agreement.

    


    20.01. Acceptance
of Trust Responsibilities.  By executing the
Adoption Agreement, the Employer establishes a trust to hold the assets of the
Plan that are invested in Permissible Investments. By executing the Adoption
Agreement, the Trustee agrees to accept the rights, duties and responsibilities
set forth in this Article. If the Plan is an amendment and restatement of a
prior plan, the Trustee shall have no liability for and no duty to inquire into
the administration of the assets of the Plan for periods prior to the date such
assets are transferred to the Trust.

    


    20.02. Establishment
of Trust Fund.  A trust is hereby
established under the Plan. The Trustee shall open and maintain a trust account
for the Plan and, as part thereof, Accounts for such individuals as the Employer
shall from time to time notify the Trustee are Participants in the Plan. The
Trustee shall accept and hold in the Trust Fund such contributions on behalf of
Participants as it may receive from time to time from the Employer. The Trust
Fund shall be fully invested and reinvested in accordance with the applicable
provisions of the Plan in Fund Shares or as otherwise provided in Section
20.10.

    


    The Trust
is intended to qualify as a domestic trust in accordance with Code Section
7701(a)(30)(E) and any regulations issued thereunder. Accordingly, only United
States persons (as defined in Code Section 7701(a)(30) may have the authority to
control all substantial decisions regarding the Trust (including decisions to
appoint, retain or replace the Trustee), unless the Plan filed a domestic trust
election pursuant to Treasury Regulation Section 301.7701-7(f) or any subsequent
guidance issued by the Internal Revenue Service, or except as otherwise provided
in applicable regulation or legislation.

    


    20.03. Exclusive
Benefit.  The Trustee shall
hold the assets of the Trust Fund for the exclusive purpose of providing
benefits to Participants and Beneficiaries and defraying the reasonable expenses
of administering the Plan. No assets of the Plan shall revert to the Employer
except as specifically permitted by the terms of the Plan.

    


     

    
      
        
        

      

      
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    20.04. Powers of
Trustee.  The Trustee shall
have no discretion or authority with respect to the investment of the Trust Fund
but shall act solely as a directed trustee of the funds contributed to it. In
addition to and not in limitation of such powers as the Trustee has by law or
under any other provisions of the Plan, the Trustee shall have the following
powers, each of which the Trustee exercises solely as directed Trustee in
accordance with the written direction of the Employer except to the extent a
Plan asset is subject to Participant direction of investment and provided that
no such power shall be exercised in any manner inconsistent with the provisions
of ERISA:

    


    (a)  to
deal with all or any part of the Trust Fund and to invest all or a part of the
Trust Fund in Permissible Investments, without regard to the law of any state
regarding proper investment;

    


    (b)  to
transfer to and invest all or any part of the Trust in any collective
investment trust which is then maintained by a bank or trust company (or any
affiliate) and which is tax-exempt pursuant to Code Section 501(a) and Rev. Rul.
81-100; provided that such collective investment trust is a Permissible
Investment; and provided, further, that the instrument establishing such
collective investment trust, as amended from time to time, shall govern any
investment therein, and is hereby made a part of the Plan and this Trust
Agreement to the extent of such investment therein;

    


    (c)  to
retain uninvested such cash as it may deem necessary or advisable, without
liability for interest thereon, for the administration of the
Trust;

    


    (d)  to
sell, lease, convert, redeem, exchange, or otherwise dispose of all or any part
of the assets constituting the Trust Fund;

    


    (e)  to
borrow funds from a bank or other financial institution not affiliated with the
Trustee in order to provide sufficient liquidity to process Plan transactions in
a timely fashion, provided that the cost of borrowing shall be allocated in a
reasonable fashion to the Permissible Investment(s) in need of
liquidity;

    


    (f)  to
enforce by suit or otherwise, or to waive, its rights on behalf of the Trust,
and to defend claims asserted against it or the Trust, provided that the Trustee
is indemnified to its satisfaction against liability and expenses;

    


    (g)  to
employ such agents and counsel as may be reasonably necessary in collecting,
managing, administering, investing, distributing and protecting the Trust Fund
or the assets thereof and to pay them reasonable compensation;

    


    (h)  to
compromise, adjust and settle any and all claims against or in favor of it or
the Trust;

    


    (i)  to
oppose, or participate in and consent to the reorganization, merger,
consolidation, or readjustment of the finances of any enterprise, to pay
assessments and expenses in connection therewith, and to deposit securities
under deposit agreements;

    


    (j)  to
apply for or purchase annuity contracts in accordance with Article
14;

    


    (k)  to
hold securities unregistered, or to register them in its own name or in the name
of nominees;

    


    (l)  to
appoint custodians to hold investments within the jurisdiction of the district
courts of the United States and to deposit securities with stock clearing
corporations or depositories or similar organizations;

    


    (m)  to
make, execute, acknowledge and deliver any and all instruments that it deems
necessary or appropriate to carry out the powers herein granted;

    


    (n)  generally
to exercise any of the powers of an owner with respect to all or any part of the
Trust Fund; and

    


    (o)  to
take all such actions as may be necessary under the Trust Agreement, to the
extent consistent with applicable law.

    


    The
Employer specifically acknowledges and authorizes that affiliates of the Trustee
may act as its agent in the performance of ministerial, nonfiduciary duties
under the Trust. The expenses and compensation of such agent shall be paid by
the Trustee.

    


    The
Trustee shall provide the Employer with reasonable notice of any claim filed
against the Plan or Trust or with regard to any related matter, or of any claim
filed by the Trustee on behalf of the Plan or Trust or with regard to any
related matter.

    


    20.05. Accounts.  The Trustee shall
keep full accounts of all receipts and disbursements and other transactions
hereunder. Within 120 days after the close of each Plan Year, within 90 days
after termination of the Trust, and at such other times as may be appropriate,
the Trustee shall determine the then net fair market value of the Trust Fund as
of the close of the Plan Year, as of the termination of the Trust, or as of such
other time, whichever is applicable, and shall render to the Employer and
Administrator an account of its administration of the Trust during the period
since the last such accounting, including all allocations made by it during such
period.

    


    20.06. Approval
of Accounts.  To the extent
permitted by law, the written approval of any account by the Employer or
Administrator shall be final and binding, as to all matters and transactions
stated or shown therein, upon the Employer, Administrator, Participants and all
persons who then are or thereafter become interested in the Trust. The failure
of the Employer or Administrator to notify the Trustee within six months after
the receipt of any account of its objection to the account shall, to the extent
permitted by law, be the equivalent of written approval. If the Employer or
Administrator files any objections within such six month period with respect to
any matters or transactions stated or shown in the account, and the Employer or
Administrator and the Trustee cannot amicably settle the question raised by such
objections, the Trustee shall have the right to have such questions settled by
judicial proceedings. Nothing herein contained shall be construed so as to
deprive the Trustee of the right to have judicial settlement of its accounts. In
any proceeding for a judicial settlement of any account or for instructions, the
only necessary parties shall be the Trustee, the Employer and the
Administrator.

    


    20.07. Distribution
from Trust Fund.  The Trustee shall
make such distributions from the Trust Fund as the Employer or Administrator may
direct (in writing or such other medium as may be acceptable to the Trustee),
consistent with the terms of the Plan and either for the exclusive benefit of
Participants or their Beneficiaries, or for the payment of expenses of
administering the Plan.

    


    20.08. Transfer
of Amounts from Qualified Plan.  If amounts are to
be transferred to the Plan from another qualified plan or trust under Code
Section 401(a), such transfer shall be made in accordance with the provisions of
the Plan and with such rules as may be established by the Trustee. The Trustee
shall only accept assets which are in a medium proper for investment under this
Trust Agreement or in cash, and that are accompanied in a timely manner, as
agreed to by the Administrator and the Trustee, by instructions in writing (or
such other medium as may be acceptable to the Trustee) showing separately the
respective contributions by the prior employer and the transferring Employee,
the records relating to such contributions, and identifying the assets
attributable to such contributions. The Trustee shall hold such assets for
investment in accordance with the provisions of this Trust
Agreement.

    


     

    
      
        
        

      

      
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    20.09. Transfer
of Assets from Trust.  Subject to the
provisions of the Plan, the Employer may direct the Trustee to transfer all or a
specified portion of the Trust assets to any other plan or plans maintained by
the Employer or the employer or employers of an Inactive Participant or
Participants, provided that the Trustee has received evidence satisfactory to it
that such other plan meets all applicable requirements of the Code. The assets
so transferred shall be accompanied by written instructions from the Employer
naming the persons for whose benefit such assets have been transferred, showing
separately the respective contributions by the Employer and by each Participant,
if any, and identifying the assets attributable to the various contributions.
The Trustee shall have no further liabilities with respect to assets so
transferred.

    


    20.10. Separate
Trust or Fund for Existing Plan Assets.  With the consent
of the Trustee, the Employer may maintain a trust or fund (including a group
annuity contract) under this prototype plan document separate from the Trust
Fund for Plan assets purchased prior to the adoption of this prototype plan
document which are not Permissible Investments listed in the Service Agreement.
The Trustee shall have no authority and no responsibility for the Plan assets
held in such separate trust or fund. The Employer shall be responsible for
assuring that such separate trust or fund is maintained pursuant to a separate
trust agreement signed by the Employer and the trustee. The duties and
responsibilities of the trustee of a separate trust shall be provided by the
separate trust agreement, between the Employer and the trustee.

    


    Notwithstanding
the preceding paragraph, the Trustee or an affiliate of the Trustee may agree in
writing to provide ministerial recordkeeping services for guaranteed investment
contracts held in the separate trust or fund. The guaranteed investment
contract(s) shall be valued as directed by the Employer or the trustee of the
separate trust.

    


    The
trustee of the separate trust (hereafter referred to as "trustee") shall be the
owner of any insurance contract purchased prior to the adoption of this
prototype plan document. The insurance contract(s) must provide that proceeds
shall be payable to the trustee; provided, however, that the trustee shall be
required to pay over all proceeds of the contract(s) to the Participant's
designated Beneficiary in accordance with the distribution provisions of this
Plan. A Participant's spouse shall be the designated Beneficiary of the proceeds
in all circumstances unless a qualified election has been made in accordance
with Article 14. Under no circumstances shall the trust retain any part of the
proceeds. In the event of any conflict between the terms of the Plan and the
terms of any insurance contract purchased hereunder, the Plan provisions shall
control.

    


    Any life
insurance contracts held in the Trust Fund or in the separate trust are subject
to the following limits:

    


    (a)  Ordinary
life - For purposes of these incidental insurance provisions, ordinary life
insurance contracts are contracts with both nondecreasing death benefits and
nonincreasing premiums. If such contracts are held, less than 1/2
of the aggregate employer contributions allocated to any Participant shall be
used to pay the premiums attributable to them.

    


    (b)  Term
and universal life - No more than 1/4
of the aggregate employer contributions allocated to any participant shall be
used to pay the premiums on term life insurance contracts, universal life
insurance contracts, and all other life insurance contracts which are not
ordinary life.

    


    (c)  Combination
- The sum of 1/2
of the ordinary life insurance premiums and all other life insurance premiums
shall not exceed 1/4
of the aggregate employer contributions allocated to any
Participant.

    


    20.11. Self-Directed
Brokerage Option.  If one of the
Permissible Investments under the Plan is the self-directed brokerage option,
the Employer hereby directs the Trustee to use Fidelity Brokerage Services LLC,
Member NYSE, SIPC or any of the Trustee's
affiliates or subsidiaries (collectively, "FBS"), an affiliate of the Trustee,
to purchase or sell individual securities for Participant Accounts in accordance
with investment directions provided by such Participants. The provision of
brokerage services by FBS shall be subject to the following:

    


    (a)  The
Trustee shall provide the Employer with an annual report which summarizes
brokerage transactions and transaction-related charges incurred by the
Plan.

    


    (b) Any
successor organization of FBS, through reorganization, consolidation, merger, or
otherwise, shall, upon consummation of such transaction, become the successor
broker in accordance with the terms of this direction provision.

    


    (c)  The
Trustee and FBS shall continue to rely on this direction provision until
notified to the contrary. The Employer reserves the right to terminate this
direction upon sixty (60) days written notice to FBS (or its successor) and the
Trustee, and such termination shall also have the effect of terminating the
self-directed brokerage option for the Plan.

    


    (d)  The
Trustee shall provide the Employer with a list of the types of securities that
may not be purchased or held under this self-directed brokerage option. The
Trustee shall provide the Employer with administrative procedures and fees
governing investment in and withdrawals or exchanges from the self-directed
brokerage option. The Trustee shall have no liability in the event a Participant
purchases a restricted security.

    


    (e)  Participants
may authorize the use of an agent to have limited trading authority over assets
in their Accounts invested under the self-directed brokerage option provided
that the Participant completes and files with FBS a limited trading
authorization and indemnification form in the form prescribed by
FBS.

    


    (f)                 FBS
shall provide all proxies and other shareholder materials to each Participant
with such securities allocated to his or her Account under the self-directed
brokerage option. The Participant shall have the authority to direct the
exercise of all shareholder rights attributable to the securities allocated to
his or her Account and it is intended that all such Participant directions shall
be subject to ERISA Section 404(c). The Trustee shall not exercise any such
shareholder rights in the absence of a direction from the
Participant.

    


    (g)  Self-directed
brokerage accounts held under the Plan are subject to fees as more fully
described in the related self-directed brokerage documents provided to the
Employer. If there are insufficient funds to cover the self-directed brokerage
account trades and expenses, a liquidation may be made to cover the debit
balance and, in doing so, the Trustee shall not be deemed to have exercised any
discretion.

     

     

    
      
        
        

      

      
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    20.12. Employer
Stock Investment Option.  If one of the
Permissible Investments is equity securities issued by the Employer or a Related
Employer ("Employer Stock"), such Employer Stock must be publicly traded and
"qualifying employer securities" within the meaning of Section 407(d)(5) of
ERISA. Plan investments in Employer Stock shall be made via the Employer Stock
Investment Fund (the "Stock Fund") which shall consist of either (i) the shares
of Employer Stock held for each Participant who participates in the Stock Fund
(a "Share Accounting Stock Fund"), or (ii) a combination of shares of Employer
Stock and short-term liquid investments, consisting of mutual fund shares or
commingled money market pool units as agreed to by the Employer and the Trustee,
which are necessary to satisfy the Stock Fund's cash needs for transfers and
payments (a "Unitized Stock Fund"). Dividends received by the Stock Fund are
reinvested in additional shares of Employer Stock or, in the case of a Unitized
Stock Fund, in short-term liquid investments. The determination of whether each
Participant's interest in the Stock Fund is administered on a share-accounting
or a unitized basis shall be determined by the Employer's election in the
Service Agreement.

    


    In the
case of a Unitized Stock Fund, such units shall represent a proportionate
interest in all assets of the Unitized Stock Fund, which includes shares of
Employer Stock, short-term investments, and at times, receivables for dividends
and/or Employer Stock sold and payables for Employer Stock purchased. A net
asset value per unit shall be determined daily for each cash unit outstanding of
the Unitized Stock Fund. The return earned by the Unitized Stock Fund shall
represent a combination of the dividends paid on the shares of Employer Stock
held by the Unitized Stock Fund, gains or losses realized on sales of Employer
Stock, appreciation or depreciation in the market price of those shares owned,
and interest on the short-term investments held by the Unitized Stock Fund. A
target range for the short-term liquid investments shall be maintained for the
Unitized Stock Fund. The Named Fiduciary shall, after consultation with the
Trustee, establish and communicate to the Trustee in writing such target range
and a drift allowance for such short-term liquid investments.  Such
target range and drift allowance may be changed by the Named Fiduciary, after
consultation with the Trustee, provided any such change is communicated to the
Trustee in writing.  The Trustee is responsible for ensuring that the
actual short-term liquid investments held in the Unitized Stock Fund fall within
the agreed upon target range over time, subject to the Trustee's ability to
execute open-market trades in Employer Stock or to otherwise trade with the
Employer.

     

    Investments
in Employer Stock shall be subject to the following limitations:

    


    (a)  Acquisition Limit.
Pursuant to the Plan, the Trust may be invested in Employer Stock to the extent
necessary to comply with investment directions under Section 8.02 of the Plan.
Notwithstanding the foregoing, effective for Deferral Contributions made for
Plan Years beginning on or after January 1, 1999, the portion of a Participant's
Deferral Contributions that the Employer may require to be invested in Employer
Stock for a Plan Year cannot exceed one percent of such Participant's
Compensation for the Plan Year.

    


    (b)  Fiduciary Duty of Named
Fiduciary. The Administrator or any person designated by the
Administrator as a named fiduciary under Section 19.01 (the "named fiduciary")
shall continuously monitor the suitability under the fiduciary duty rules of
ERISA Section 404(a)(1) (as modified by ERISA Section 404(a)(2)) of acquiring
and holding Employer Stock. The Trustee shall not be liable for any loss, or by
reason of any breach, which arises from the directions of the named fiduciary
with respect to the acquisition and holding of Employer Stock, unless it is
clear on their face that the actions to be taken under those directions would be
prohibited by the foregoing fiduciary duty rules or would be contrary to the
terms of the Plan or this Trust Agreement.

    


    (c)  Execution of Purchases and
Sales. Purchases and sales of Employer Stock shall be made on the open
market on the date on which the Trustee receives in good order all information
and documentation necessary to accurately effect such purchases and sales or (i)
if later, in the case of purchases, the date on which the Trustee has received a
transfer of the funds necessary to make such purchases, (ii) as otherwise
provided in the Service Agreement, or (iii) as provided in Subsection (d) below.
Such general rules shall not apply in the following circumstances:

    


    (1)  If
the Trustee is unable to determine the number of shares required to be purchased
or sold on such day;

    


    (2)  If
the Trustee is unable to purchase or sell the total number of shares required to
be purchased or sold on such day as a result of market conditions;
or

    


    (3)  If
the Trustee is prohibited by the Securities and Exchange Commission, the New
York Stock Exchange, or any other regulatory body from purchasing or selling any
or all of the shares required to be purchased or sold on such day.

    


    In the
event of the occurrence of the circumstances described in (1), (2), or (3)
above, the Trustee shall purchase or sell such shares as soon as possible
thereafter and, in the case of a Share Accounting Stock Fund, shall determine
the price of such purchases or sales to be the average purchase or sales price
of all such shares purchased or sold, respectively.

    


    (d)  Purchases and Sales from or
to Employer. If directed by the Employer in writing prior to the trading
date, the Trustee may purchase or sell Employer Stock from or to the Employer if
the purchase or sale is for adequate consideration (within the meaning of ERISA
Section 3(18)) and no commission is charged. If Employer contributions or
contributions made by the Employer on behalf of the Participants under the Plan
are to be invested in Employer Stock, the Employer may transfer Employer Stock
in lieu of cash to the Trust. In such case, the shares of Employer Stock to be
transferred to the Trust will be valued at a price that constitutes adequate
consideration (within the meaning of ERISA Section 3(18)).

    


    (e)  Use of Broker to Purchase
Employer Stock. The Employer hereby directs the Trustee to use Fidelity
Capital Markets, Inc., an affiliate of the Trustee, or any other affiliate or
subsidiary of the Trustee (collectively, "Capital Markets"), to provide
brokerage services in connection with all market purchases and sales of Employer
Stock for the Stock Fund, except in circumstances where the Trustee has
determined, in accordance with its standard trading guidelines or pursuant to
Employer direction, to seek expedited settlement of trades. 
The Trustee shall provide the Employer with the commission schedule for such
transactions, a copy of Capital Markets' brokerage placement practices, and an
annual report which summarizes all securities transaction-related charges
incurred by the Plan. The following shall apply as well:

    


    (1)                 Any
successor organization of Capital Markets through reorganization, consolidation,
merger, or similar transactions, shall, upon consummation of such transaction,
become the successor broker in accordance with the terms of this
provision.

    


    (2)                 The
Trustee shall continue to rely on this Employer direction until notified to the
contrary. The Employer reserves the right to terminate this authorization upon
sixty (60) days written notice to Capital Markets (or its successor) and the
Trustee and the Employer and the Trustee shall decide on a mutually-agreeable
alternative procedure for handling brokerage transactions on behalf of the Stock
Fund.

     

     

    
      
        
        

      

      
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    (f)  Securities Law
Reports. The named fiduciary shall be responsible for filing all reports
required under Federal or state securities laws with respect to the Trust's
ownership of Employer Stock; including, without limitation, any reports required
under Section 13 or 16 of the Securities Exchange Act of 1934 and shall
immediately notify the Trustee in writing of any requirement to stop purchases
or sales of Employer Stock pending the filing of any report. The Trustee shall
provide to the named fiduciary such information on the Trust's ownership of
Employer Stock as the named fiduciary may reasonably request in order to comply
with Federal or state securities laws.

    


    (g)  Voting and Tender
Offers. Notwithstanding any other provision of the Trust Agreement the
provisions of this Subsection shall govern the voting and tendering of Employer
Stock. For purposes of this Subsection, each Participant shall be designated as
a named fiduciary under ERISA with respect to shares of Employer Stock that
reflect that portion, if any, of the Participant's interest in the Stock Fund
not acquired at the direction of the Participant in accordance with ERISA
Section 404(c).

    


    The
Employer, after consultation with the Trustee, shall provide and pay for all
printing, mailing, tabulation and other costs associated with the voting and
tendering of Employer Stock, except as required by law. The Trustee, after
consultation with the Employer, shall prepare the necessary documents associated
with the voting and tendering of Employer Stock, unless the Employer directs the
Trustee not to do so.

     

    (1)  Voting.

    


    (A)  When
the issuer of the Employer Stock prepares for any annual or special meeting, the
Employer shall notify the Trustee thirty (30) days in advance of the intended
record date and shall cause a copy of all proxy solicitation materials to be
sent to the Trustee. If requested by the Trustee, the Employer shall certify to
the Trustee that the aforementioned materials represent the same information
that is distributed to shareholders of Employer Stock. Based
on these materials the Trustee shall prepare a voting instruction form. At the
time of mailing of notice of each annual or special stockholders' meeting of the
issuer of the Employer Stock, the Employer shall cause a copy of the notice and
all proxy solicitation materials to be sent to each Participant with an interest
in Employer Stock held in the Trust, together with the foregoing voting
instruction form to be returned to the Trustee or its designee. The form shall
show the proportional interest in the number of full and fractional shares of
Employer Stock credited to the Participant's Sub-Accounts held in the Stock
Fund. The Employer shall provide the Trustee with a copy of any materials
provided to the Participants and shall (if the mailing is not handled by the
Trustee) notify the Trustee that the materials have been mailed or otherwise
sent to Participants.

    


    (B)  Each
Participant with an interest in the Stock Fund shall have the right to direct
the Trustee as to the manner in which the Trustee is to vote (including not to
vote) that number of shares of Employer Stock that is credited to his Account,
if the Plan uses share accounting, or, if accounting is by units of
participation, that reflects such Participant's proportional interest in the
Stock Fund (both vested and unvested). Directions from a Participant to the
Trustee concerning the voting of Employer Stock shall be communicated in
writing, or by such other means mutually acceptable to the Trustee and the
Employer. These directions shall be held in confidence by the Trustee and shall
not be divulged to the Employer, or any officer or employee thereof, or any
other person, except to the extent that the consequences of such directions are
reflected in reports regularly communicated to any such persons in the ordinary
course of the performance of the Trustee's services hereunder. Upon its receipt
of the directions, the Trustee shall vote the shares of Employer Stock that
reflect the Participant's interest in the Stock Fund as directed by the
Participant. The Trustee shall not vote shares of Employer Stock that reflect a
Participant's interest in the Stock Fund for which the Trustee has received no
direction from the Participant, except as required by law.

    


    (2)  Tender
Offers.

    


    (A)           Upon
commencement of a tender offer for any securities held in the Trust that are
Employer Stock, the Employer shall timely notify the Trustee in advance of the
intended tender date and shall cause a copy of all materials to be sent to the
Trustee.  The Employer shall certify to the Trustee that the
aforementioned materials represent the same information distributed to
shareholders of Employer Stock. Based on these materials, and after consultation
with the Employer, the Trustee shall prepare a tender instruction form and shall
provide a copy of all tender materials to be sent to each Participant with an
interest in the Stock Fund, together with the foregoing tender instruction form,
to be returned to the Trustee or its designee. The tender instruction form shall
show the number of full and fractional shares of Employer Stock credited to the
Participant's Account, if the Plan uses share accounting, or, if accounting is
by units of participation, that reflect the Participant's proportional interest
in the Stock Fund (both vested and unvested). The Employer shall notify each
Participant with an interest in such Employer Stock of the tender offer and
utilize its best efforts to timely distribute or cause to be distributed to the
Participant the tender materials and the tender instruction form described
herein. The Employer shall provide the Trustee with a copy of any materials
provided to the Participants and shall (if the mailing is not handled by the
Trustee) notify the Trustee that the materials have been mailed or otherwise
sent to Participants.

     

    (B)           Each
Participant with an interest in the Stock Fund shall have the right to direct
the Trustee to tender or not to tender some or all of the shares of Employer
Stock that are credited to his Account, if the Plan uses share accounting, or,
if accounting is by units of participation, that reflect such Participant's
proportional interest in the Stock Fund (both vested and
unvested).  Directions from a Participant to the Trustee concerning
the tender of Employer Stock shall be communicated in writing, or by such other
means as is agreed upon by the Trustee and the Employer under the preceding
paragraph.  These directions shall be held in confidence by the
Trustee and shall not be divulged to the Employer, or any officer or employee
thereof, or any other person, except to the extent that the consequences of such
directions are reflected in reports regularly communicated to any such persons
in the ordinary course of the performance of the Trustee's services
hereunder.  The Trustee shall tender or not tender shares of Employer
Stock as directed by the Participant. Except as otherwise required by law, the
Trustee shall not tender shares of Employer Stock that are credited to a
Participant's Account, if the Plan uses share accounting, or, if accounting is
by units of participation, that reflect a Participant's proportional interest in
the Stock Fund for which the Trustee has received no direction from the
Participant.

     

     

    
      
        
        

      

      
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    (C)  A
Participant who has directed the Trustee to tender some or all of the shares of
Employer Stock that reflect the Participant's proportional interest in the Stock
Fund may, at any time prior to the tender offer withdrawal date, direct the
Trustee to withdraw some or all of such tendered shares, and the Trustee shall
withdraw the directed number of shares from the tender offer prior to the tender
offer withdrawal deadline. A Participant shall not be limited as to the number
of directions to tender or withdraw that the Participant may give to the
Trustee.

    


    (D)  A
direction by a Participant to the Trustee to tender shares of Employer Stock
that reflect the Participant's proportional interest in the Stock Fund shall not
be considered a written election under the Plan by the Participant to withdraw,
or have distributed, any or all of his withdrawable shares. If the Plan uses
share accounting, the Trustee shall credit to the Participant's Account the
proceeds received by the Trustee in exchange for the shares of Employer Stock
tendered from the Participant's Account. If accounting is by units of
participation, the Trustee shall credit to each proportional interest of the
Participant from which the tendered shares were taken the proceeds received by
the Trustee in exchange for the shares of Employer Stock tendered from that
interest. Pending receipt of direction (through the Administrator) from the
Participant or the named fiduciary, as provided in the Plan, as to which of the
remaining Permissible Investments the proceeds should be invested in, the
Trustee shall invest the proceeds in the Permissible Investment specified for
such purposes in the Service Agreement or, if no such Permissible Investment has
been specified, the most conservative Permissible Investment designated by the
Employer in the Service Agreement.

    


    (h)  Shares Credited. If
accounting with respect to the Stock Fund is by units of participation, then for
all purposes of this Section 20.12, the number of shares of Employer Stock
deemed "reflected" in a Participant's proportional interest shall be determined
as of the last preceding valuation date. The trade date is the date the
transaction is valued.

    


    (i)  General. With respect
to all rights other than the right to vote, the right to tender, and the right
to withdraw shares previously tendered, in the case of Employer Stock credited
to a Participant's Account or proportional interest in the Stock Fund, the
Trustee shall follow the directions of the Participant and if no such directions
are received, the directions of the named fiduciary. The Trustee shall have no
duty to solicit directions from Participants.

    


    (j)  Conversion. All
provisions in this Section 20.12 shall also apply to any securities received as
a result of a conversion to Employer Stock.

    


    20.13. Voting;
Delivery of Information.  The Trustee shall
deliver, or cause to be executed and delivered, to the Employer or Administrator
all notices, prospectuses, financial statements, proxies and proxy soliciting
materials received by the Trustee relating to securities held by the Trust or,
if applicable, deliver these materials to the appropriate Participant or the
Beneficiary of a deceased Participant. The Trustee shall not vote any securities
held by the Trust except in accordance with the instructions of the Employer,
Participant, or the Beneficiary of the Participant if the Participant is
deceased; provided, however, that the Trustee may, in the absence of
instructions, vote "present" for the sole purpose of allowing such shares to be
counted for establishment of a quorum at a shareholders' meeting. The Trustee
shall have no duty to solicit instructions from Participants, Beneficiaries, or
the Employer.

    


    20.14. Compensation
and Expenses of Trustee.  The Trustee's fee
for performing its duties hereunder shall be such reasonable amounts as the
Trustee may from time to time specify in the Service Agreement or any other
written agreement with the Employer. Such fee, any taxes of any kind which may
be levied or assessed upon or with respect to the Trust Fund, and any and all
expenses, including without limitation legal fees and expenses of administrative
and judicial proceedings, reasonably incurred by the Trustee in connection with
its duties and responsibilities hereunder shall, unless some or all have been
paid by said Employer, be paid either from forfeitures resulting under Section
11.08, or from the remaining Trust Fund and shall, unless allocable to the
Accounts of particular Participants, be charged against the respective Accounts
of all Participants, in such reasonable manner as the Trustee may
determine.

    


    20.15. Reliance
by Trustee on Other Persons.  The Trustee may
rely upon and act upon any writing from any person authorized by the Employer or
the Administrator pursuant to the Service Agreement or any other written
direction to give instructions concerning the Plan and may conclusively rely
upon and be protected in acting upon any written order from the Employer or the
Administrator or upon any other notice, request, consent, certificate, or other
instructions or paper reasonably believed by it to have been executed by a duly
authorized person, so long as it acts in good faith in taking or omitting to
take any such action. The Trustee need not inquire as to the basis in fact of
any statement in writing received from the Employer or the
Administrator.

    


    The
Trustee shall be entitled to rely on the latest certificate it has received from
the Employer or the Administrator as to any person or persons authorized to act
for the Employer or the Administrator hereunder and to sign on behalf of the
Employer or the Administrator any directions or instructions, until it receives
from the Employer or the Administrator written notice that such authority has
been revoked.

    


    Notwithstanding
any provision contained herein, the Trustee shall be under no duty to take any
action with respect to any Participant's Account (other than as specified
herein) unless and until the Employer or the Administrator furnishes the Trustee
with written instructions on a form acceptable to the Trustee, and the Trustee
agrees thereto in writing. The Trustee shall not be liable for any action taken
pursuant to the Employer's or the Administrator's written instructions (nor for
the collection of contributions under the Plan, nor the purpose or propriety of
any distribution made thereunder).

    


    20.16. Indemnification
by Employer.  The Employer
shall indemnify and save harmless the Trustee, and all affiliates, employees,
agents and sub-contractors of the Trustee, from and against any and all
liability or expense (including reasonable attorneys' fees) to which the
Trustee, or such other individuals or entities, may be subjected by reason of
any act or conduct being taken in the performance of any Plan-related duties,
including those described in this Trust Agreement and the Service Agreement,
unless such liability or expense results from the Trustee's, or such other
individuals' or entities', negligence or willful misconduct.

     

     

    
      
        
        

      

      
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    20.17. Consultation
by Trustee with Counsel.  The Trustee may
consult with legal counsel (who may be but need not be counsel for the Employer
or the Administrator) concerning any question which may arise with respect to
its rights and duties under the Plan and Trust, and the opinion of such counsel
shall, to the extent permitted by law, be full and complete protection in
respect of any action taken or omitted by the Trustee hereunder in good faith
and in accordance with the opinion of such counsel.

    


    20.18. Persons
Dealing with the Trustee.  No person dealing
with the Trustee shall be bound to see to the application of any money or
property paid or delivered to the Trustee or to inquire into the validity or
propriety of any transactions.

    


    20.19. Resignation
or Removal of Trustee.  The Trustee may
resign at any time by written notice to the Employer, which resignation shall be
effective 60 days after delivery to the Employer. The Trustee may be removed by
the Employer by written notice to the Trustee, which removal shall be effective
60 days after delivery to the Trustee or such shorter period as may be mutually
agreed upon by the Employer and the Trustee.

    


    Except in
the case of Plan termination, upon resignation or removal of the Trustee, the
Employer shall appoint a successor trustee. Any such successor trustee shall,
upon written acceptance of his appointment, become vested with the estate,
rights, powers, discretion, duties and obligations of the Trustee hereunder as
if he had been originally named as Trustee in this Agreement.

    


    Upon
resignation or removal of the Trustee, the Employer shall no longer participate
in this prototype plan and shall be deemed to have adopted an individually
designed plan. In such event, the Employer shall appoint a successor trustee
within said 60-day period and the Trustee shall transfer the assets of the Trust
to the successor trustee upon receipt of sufficient evidence (such as a
determination letter or opinion letter from the Internal Revenue Service or an
opinion of counsel satisfactory to the Trustee) that such trust shall be a
qualified trust under the Code.

    


    The
appointment of a successor trustee shall be accomplished by delivery to the
Trustee of written notice that the Employer has appointed such successor
trustee, and written acceptance of such appointment by the successor trustee.
The Trustee may, upon transfer and delivery of the Trust Fund to a successor
trustee, reserve such reasonable amount as it shall deem necessary to provide
for its fees, compensation, costs and expenses, or for the payment of any other
liabilities chargeable against the Trust Fund for which it may be liable. The
Trustee shall not be liable for the acts or omissions of any successor
trustee.

    


    20.20. Fiscal
Year of the Trust.  The fiscal year
of the Trust shall coincide with the Plan Year.

    


    20.21. Discharge
of Duties by Fiduciaries.  The Trustee and
the Employer and any other fiduciary shall discharge their duties under the Plan
and this Trust Agreement solely in the interests of Participants and their
Beneficiaries in accordance with the requirements of ERISA.

    


    20.22. Amendment.  In accordance
with provisions of the Plan, and subject to the limitations set forth therein,
this Trust Agreement may be amended by an instrument in writing signed by the
Employer and the Trustee. No amendment to this Trust Agreement shall divert any
part of the Trust Fund to any purpose other than as provided in Section
20.03.

    


    20.23. Plan
Termination.  Upon termination
or partial termination of the Plan or complete discontinuance of contributions
thereunder, the Trustee shall make distributions to the Participants or other
persons entitled to distributions as the Employer or Administrator directs in
accordance with the provisions of the Plan. In the absence of such instructions
and unless the Plan otherwise provides, the Trustee shall notify the Employer or
Administrator of such situation and the Trustee shall be under no duty to make
any distributions under the Plan until it receives written instructions from the
Employer or Administrator. Upon the completion of such distributions, the Trust
shall terminate, the Trustee shall be relieved from all liability under the
Trust, and no Participant or other person shall have any claims thereunder,
except as required by applicable law.

    


    20.24. Permitted
Reversion of Funds to Employer.  If it is
determined by the Internal Revenue Service that the Plan does not initially
qualify under Code Section 401, all assets then held under the Plan shall be
returned by the Trustee, as directed by the Administrator, to the Employer, but
only if the application for determination is made by the time prescribed by law
for filing the Employer's return for the taxable year in which the Plan was
adopted or such later date as may be prescribed by regulations. Such
distribution shall be made within one year after the date the initial
qualification is denied. Upon such distribution the Plan shall be considered to
be rescinded and to be of no force or effect.

    


    Contributions
under the Plan are conditioned upon their deductibility under Code Section 404.
In the event the deduction of a contribution made by the Employer is disallowed
under Code Section 404, such contribution (to the extent disallowed) must be
returned to the Employer within one year of the disallowance of the
deduction.

    


    Any
contribution made by the Employer because of a mistake of fact must be returned
to the Employer within one year of the contribution.

    


     

    
      
        
        

      

      
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    20.25. Governing
Law.  This Trust
Agreement shall be construed, administered and enforced according to ERISA and,
to the extent not preempted thereby, the laws of the Commonwealth of
Massachusetts.

    


    Nothing
contained in Sections 20.04, 20.13 or 20.21 or this Section 20.25 shall be
construed in a manner which subjects a governmental plan (as defined in Code
Section 414(d)) or a non-electing church plan (as described in Code Section
410(d)) to the fiduciary provisions of Title I of ERISA.


    
      
        
          The
CORPORATEplan for RetirementSM Basic
Plan Document 02

           10/09/2003

          


          Ó2003 FMR Corp.

          All
rights reserved.

           

        

         


      

      
        48

        
          

        

      

      
         


      

    


    ADDENDUM

    


    IRS Model
Amendment for Proposed Regulations Under Section 401(a)(9) of the Internal
Revenue Code

    


    


    Distributions for Calendar
Years Beginning on or After 2002.   With respect to
distributions under the Plan for calendar years beginning on or after January 1,
2002, the Plan will apply the minimum distribution requirements of section
401(a)(9) of the Internal Revenue Code in accordance with the regulations under
section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any
provision of the Plan to the contrary.  This amendment shall continue
in effect until the end of the last calendar year beginning before the effective
date of final regulations under section 401(a)(9) or such other date as may be
specified in guidance

    published
by the Internal Revenue Service.


    
      
        
          ã2003 FMR Corp.

          All
rights reserved.

          1

        

         


      

      
        49

        
          

        

      

      
         


      

    


    


    


    The
CORPORATEplan for RetirementSM

    ADDENDUM

    Re:
Economic Growth and Tax Relief Reconciliation Act of 2001

    (“EGTRRA”)

    Amendments
for Fidelity Basic Plan Document No. 02

    


    


    


    PREAMBLE

    


    Adoption
and Effective Date of Amendment.  This amendment of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder.  Except as otherwise
provided below, this amendment shall be effective as of the first day of the
first plan year beginning after December 31, 2001.

    


    Supersession
of Inconsistent Provisions.  This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

    


    
      	
              1.  

            	
              Section
      2.01(j), "Compensation," is hereby amended by adding the following
      paragraph to the end thereof:

            


    

    


    Notwithstanding
anything herein to the contrary, the annual Compensation of each Participant
taken into account in determining allocations for any Plan Year beginning after
December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Code Section 401(a)(17)(B). Annual Compensation
means Compensation during the Plan Year or such other consecutive 12-month
period over which Compensation is otherwise determined under the Plan (the
determination period). The cost-of-living adjustment in effect for a calendar
year applies to annual Compensation for the determination period that begins
with or within such calendar year.

    


    
      	
              2.  

            	
              Section
      2.01(l), "Deferral Contribution," is hereby amended by replacing the
      period with a semicolon and adding the following to the end
      thereof:

            


    

    


    provided,
however, that the term ‘Deferral Contribution’ shall exclude all catch-up
contributions as described in Section 5.03(b)(1) for purposes of Matching
Employer Contributions as described in Section 1.10 of the Adoption Agreement,
unless otherwise elected by the Employer in Section (c) of the EGTRRA Amendments
Addendum to the Adoption Agreement.

    


    
      	
              3.  

            	
              Section
      2.01(tt) “Rollover Contribution” is hereby amended as
    follows:

            


    

    


    ‘Rollover
Contribution’ means any distribution from an eligible retirement plan as defined
in Section 5.06 that an Employee elects to contribute to the Plan in accordance
with the terms of such Section 5.06.

    


    
      	
              4.  

            	
              The
      existing text of Section 5.03 is hereby redesignated as Section 5.03(a),
      and a new Section 5.03(b) is hereby added to read as
    follows

            


    

    


    
      	
              (b)  

            	
              Catch-up
      Contributions.

            


    

    


    
      	
              (1)  

            	
              If
      elected by the Employer in Section (a) of the EGTRRA Amendments Addendum
      to the Adoption Agreement, all Participants who are eligible
      to make Deferral Contributions under the Plan and who are projected to
      attain age 50 before the close of the calendar year shall be eligible to
      make catch-up contributions in accordance with, and subject to the
      limitations of, Code Section 414(v). Such 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.

            


    

    


    
      	
              (2)  

            	
              Unless
      otherwise elected by the Employer in Section (b) of the EGTRRA Amendments
      Addendum to the Adoption Agreement, if the Plan permits catch-up
      contributions, as described in paragraph (1) above on April 1,
      2002,  then, notwithstanding anything herein to the contrary,
      effective April 1, 2002, the limit on Deferral Contributions, as otherwise
      provided in Section 1.07(a)(1) (the “Plan Limit”) shall be 60% of
      Compensation for the payroll period in question, provided, however, that
      this Section 5.03(b)(2) shall be inapplicable if the Plan’s Section
      1.01(g)(2)(B) Amendment Effective Date is after April 1,
    2002.

            


    

    


    
      	
              (3)  

            	
              In
      the event that the Plan Limit is changed during the Plan Year, for
      purposes of determining catch-up contributions for the Plan Year, as
      described in paragraph (1) above, the Plan Limit shall be determined
      pursuant to the time-weighted average method described in Proposed Income
      Tax Regulation Section
1.414(v)-1(b)(2)(i).

            


    

    


    
      	
              5.  

            	
              Section
      5.06 is hereby amended to add the following paragraph to the end
      thereof:

            


    

    


    Unless
otherwise elected by the Employer in Section (e) of the EGTRRA Amendments
Addendum to the Adoption Agreement, the Plan will accept Participant Rollover
Contributions and/or direct rollovers of distributions made after December 31,
2001 (including Rollover Contributions received by the Participant as a
surviving spouse, or a spouse or former spouse who is an alternate payee under a
qualified domestic relations order), from the following types of
plans:

    


    
      	
              (a)  

            	
              a
      qualified plan described in Code Section 401(a) or 403(a), including
      after-tax employee contributions (provided, however, that any such
      after-tax employee contributions must be contributed in a direct
      rollover);

            


    

    


    
      	
              (b)  

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

            


    

    


    


    
      	
              (c)  

            	
              an
      eligible plan under Code Section 457(b) that 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

            


    

    


    
      	
              (d)  

            	
              Participant
      Rollover Contributions of the portion of a distribution from an individual
      retirement account or annuity described in Code Section 408(a) or 408(b)
      that is eligible to be rolled over and would otherwise be includible in
      gross income, provided, however, that the Plan will in no event accept a
      rollover contribution consisting of nondeductible individual retirement
      account or annuity contributions.

            


    

     

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    
 

    
      	
              6.  

            	
              The
      first paragraph of Section 6.02 is hereby amended by replacing the first
      sentence thereof with the
following:

            


    

    


    In no
event shall the amount of Deferral Contributions made under the Plan for a
calendar year, when aggregated with the ‘elective deferrals’ made under any
other plan maintained by the Employer or a Related Employer, exceed the dollar
limitation contained in Code Section 402(g) in effect at the beginning of such
calendar year, except to the extent permitted under Section
5.03(b)(1)  and Code Section 414(v), if applicable.

    


    
      	
              7.  

            	
              Section
      6.08 is hereby amended by adding the following sentence to the end
      thereof:

            


    

    


    Notwithstanding
anything herein to the contrary, the multiple use test described in Treasury
Regulation Section 1.401(m)-2 and this Section 6.08 shall not apply for Plan
Years beginning after December 31, 2001.

    


    
      	
              8.  

            	
              Section
      6.12 is hereby amended by adding a new subsection 6.12(e) thereto as
      follows:

            


    

    


    
      	
              (e)  

            	
              Maximum Annual
      Additions for Limitation Years Beginning After December 31,
      2001.   Notwithstanding anything herein to the
      contrary, this subsection (e) shall be effective for Limitation Years
      beginning after December 31, 2001. Except to the extent permitted under
      Section 5.03(b)(1) and Code Section 414(v), if applicable, the ‘annual
      additions’ that may be contributed or allocated to a Participant's Account
      under the Plan for any Limitation Year shall not exceed the lesser
      of:

            


    

    


    
      	
              (1)  

            	
              $40,000,
      as adjusted for increases in the cost-of-living under Code Section 415(d),
      or

            


    

    


    
      	
              (2)  

            	
              100
      percent of the Participant's compensation, within the meaning of Code
      Section 415(c)(3), for the Limitation
Year.

            


    

    


    The
compensation limit referred to in (2) shall not apply to any contribution for
medical benefits after separation from service (within the meaning of Code
Section 401(h) or 419A(f)(2)) that is otherwise treated as an ‘annual
addition’.

    


    
      	
              9.  

            	
              Section
      9.04 is hereby amended by replacing the final period in the first
      paragraph with a semi-colon and adding the following to the end
      thereof:

            


    

    


    provided,
however, that notwithstanding anything herein to the contrary, effective for
Plan loans made after December 31, 2001, Plan provisions prohibiting loans to
any ‘owner-employee’ or ‘shareholder-employee’ shall cease to
apply.

    


    
      	
              10.  

            	
              Section
      10.05(b)(2) is hereby amended by replacing the semicolon with a period and
      adding the following to the end
thereof:

            


    

    


    Notwithstanding
anything herein to the contrary, the rule in this Section 10.05(b)(2) shall be
applied to a Participant who receives a distribution after December 31, 2001, on
account of hardship, by substituting the phrase ‘the 6-month period’ for the
phrase ‘the 12-month period’.

    


    
      	
              11.  

            	
              Section
      10.05(b)(4) is hereby amended by adding the following phrase to the
      beginning thereof:

            


    

    


    Effective
for calendar years beginning before January 1, 2002, for a Participant who
received a hardship distribution before January 1, 2001,

    


    
      	
              12.  

            	
              The
      existing text of Section 11.05 is hereby redesignated as Section 11.05(a),
      and a new Section 11.05(b) is hereby added to read as
    follows:

            


    

    


    
      	
              (b)  

            	
              Vesting
      of Matching Employer Contributions.  Notwithstanding
      anything herein to the contrary,
      the vesting schedule elected by the Employer in Section (d)(1) of the
      EGTRRA Amendments Addendum to the Adoption Agreement shall apply to all
      accrued benefits derived from Matching Employer Contributions for
      Participants who complete an Hour of Service in a Plan Year beginning
      after December 31, 2001, except as otherwise elected by the Employer in
      Section (d)(2) or Section (d)(3) of the EGTRRA Amendments Addendum to the
      Adoption Agreement. With respect to Participants covered by a collective
      bargaining agreement, the vesting schedule elected in Section (d)(1) of
      the EGTRRA Amendments Addendum to the Adoption Agreement shall take effect
      on a later date if so elected in Section (d)(2). If so elected in
      Section (d)(3) of the EGTRRA Amendments Addendum to the Adoption
      Agreement, the vesting schedule elected in Section (d)(1) shall apply only
      to the accrued benefits derived from Matching Employer Contributions made
      with respect to Plan Years beginning after December 31, 2001 (or such
      later date as may be provided in Section (d)(2) for Participants covered
      by a collective bargaining
agreement).

            


    

    


    
      	
              13.  

            	
              The
      existing text of Section 12.01 is hereby redesignated as Section 12.01(a),
      current subsections (a), (b), and (c) thereof are redesignated as
      paragraphs (1), (2), and (3), respectively, and the first sentence thereof
      is replaced with the following:

            


    

    


    Subject
to the application of Section 12.01(b), a Participant or his Beneficiary may not
receive a distribution from his Deferral Contributions, Qualified Nonelective
Employer Contributions, Qualified Matching Employer Contributions, safe harbor
Matching Employer Contributions or safe harbor Nonelective Employer
Contributions Accounts earlier than upon the Participant’s separation from
service with the Employer and all Related Employers, death, or disability,
except as otherwise provided in Article 10 or Section 12.04.

     

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    
 

    
      	
              14.  

            	
              Section
      12.01 is hereby amended by adding a new subsection (b) to the end
      thereof:

            


    

    


    (b)  If
elected by the Employer in Section (f) of the EGTRRA Amendments Addendum to the
Adoption Agreement, notwithstanding subsection (a) of this Section 12.01, a
Participant, or his Beneficiary, may receive a distribution after December 31,
2001 (or such later date as specified therein), from his Deferral Contributions,
Qualified Nonelective Employer Contributions, Qualified Matching Employer
Contributions, safe harbor Matching Employer Contributions or safe harbor
Nonelective Employer Contributions Accounts on account of the Participant’s
severance from employment occurring after the dates specified in Section (f) of
the EGTRRA Amendments Addendum to the Adoption Agreement.

    


    
      	
              15.  

            	
              Section
      13.04 is hereby amended by adding the following paragraph to the end
      thereof:

            


    

     

    Notwithstanding
anything herein to the contrary, the following provisions shall apply to
distributions made after December 31, 2001:  

     

     

    
      	
              (i)  

            	
              Modification of
      definition of eligible retirement plan.  For purposes of
      this Section 13.04, an ‘eligible retirement plan’ shall also mean an
      annuity contract described in Code Section 403(b) and an eligible deferred
      compensation plan under Code Section 457(b) that is maintained by a state,
      political subdivision of a state, or any agency or instrumentality of a
      state or political subdivision of a state and which agrees to separately
      account for amounts transferred into such plan from this Plan. The
      definition of ‘eligible retirement plan’ shall also apply in the case of a
      distribution to a surviving spouse, or to a spouse or former spouse who is
      the alternate payee under a qualified domestic relations order, as defined
      in Code Section 414(p).

            


    

     

     

    
      	
              (ii)  

            	
              Modification of
      definition of eligible rollover distribution to exclude hardship
      distributions.  For purposes of this Section 13.04, any
      amount that is distributed on account of hardship shall not be an
      ‘eligible rollover distribution’ and the ‘distributee’ may not elect to
      have any portion of such a distribution paid directly to an ‘eligible
      retirement plan.’

            


    

     

     

    
      	
              (iii)  

            	
              Modification of
      definition of eligible rollover distribution to include after-tax Employee
      Contributions.  For purposes of this Section 13.04, 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 Section 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.

            


    

     

     

    


     

    
      	
              16.  

            	
              Article
      15 is hereby amended by adding a new Section 15.08 at the end thereof as
      follows:

            


    

    


    15.08.  Modification
of Top-Heavy Provisions.  Notwithstanding anything herein to
the contrary, this Section 15.08 shall apply for purposes of determining whether
the Plan is a top-heavy plan under Code Section 416(g) for Plan Years beginning
after December 31, 2001, and whether the Plan satisfies the minimum benefits
requirements of Code Section 416(c) for such years.  This Section
modifies the rules in this Article 15 of the Plan for Plan Years beginning
after

    December
31, 2001.

    


    (a) Determination of top-heavy
status.

    


         (1) Key employee. Key
employee means any Employee or former Employee (including any deceased
Employee) who
at any time during the Plan Year that includes the determination date was an
officer of the Employer having annual compensation greater than $130,000 (as
adjusted under Code Section 416(i)(1) for Plan Years beginning after December
31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the
Employer having annual compensation of more than $150,000. For this purpose,
annual compensation means compensation within the meaning of Code Section
415(c)(3). The determination of who is a key employee will be made in accordance
with Code Section 416(i)(1) and the applicable regulations and other guidance of
general applicability issued thereunder.

    


         (2) Determination of present
values and amounts. This Section 15.08(a)(2) shall
apply for purposes of determining the present values of accrued benefits and the
amounts of account balances of Employees as of the determination
date.

    


                          (A)
Distributions during
year ending on the determination date. The present values of accrued
benefits and the amounts of account balances of an Employee as of the
determination date shall be increased by the distributions made with respect to
the Employee under the Plan and any plan aggregated with the Plan under Code
Section 416(g)(2) during the 1-year period ending on the determination date. The
preceding sentence shall also apply to distributions under a terminated plan
which, had it not been terminated, would have been aggregated with the Plan
under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a
reason other than separation from service, death, or disability, this provision
shall be applied by substituting the phrase "5-year period" for the phrase
"1-year period."

    


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

     

                                
(b) Minimum
benefits.

    


    
      	
              (1)  

            	
              Matching
      contributions.  Matching Employer Contributions shall be
      taken into account for purposes of satisfying the minimum contribution
      requirements of Code Section 416(c)(2) and the Plan.  The
      preceding sentence shall apply with respect to Matching Employer
      Contributions under the Plan or, if the Plan provides that the minimum
      contribution requirement shall be met in another plan, such other
      plan.  Matching Employer Contributions that are used to satisfy
      the minimum contribution requirements shall be treated as matching
      contributions for purposes of the actual contribution percentage test and
      other requirements of Code Section
401(m).

            


    

    


    
      	
              (2)  

            	
              Contributions under
      other plans.  The Employer may provide in the Adoption
      Agreement that the minimum benefit requirement shall be met in another
      plan (including another plan that consists solely of a cash or deferred
      arrangement which meets the requirements of Code Section 401(k)(12) and
      matching contributions with respect to which the requirements of Code
      Section 401(m)(11) are met).

            


    

    


    


    (c)  Other
Modifications.  The top-heavy requirements of Code Section 416
and this Article 15 shall not apply in any year beginning after December 31,
2001, in which the Plan consists solely of a cash or deferred arrangement which
meets the requirements of Code Section 401(k)(12) and Matching Employer
Contributions with respect to which the requirements of Code Section 401(m)(11)
are met.

    


    


     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    


    


    ADDENDUM

    


    IRS
Model Amendment for Final and Temporary Regulations

    Under
Internal Revenue Code Section 401(a)(9)

    


    Section
1.  General Rules

    


    
      	
              1.1  

            	
              Effective
      Date.  The provisions of this addendum will apply for purposes
      of determining required minimum distributions for calendar years beginning
      with the 2003 calendar year.

            


    

    


    
      	
              1.2  

            	
              Precedence.  The
      requirements of this addendum will take precedence over any inconsistent
      provisions of the Plan.

            


    

    


    
      	
              1.3  

            	
              Requirements
      of Treasury Regulations Incorporated.  All distributions
      required under this addendum will be determined and made in accordance
      with the Treasury regulations under section 401(a)(9) of the Internal
      Revenue Code.

            


    

    


    
      	
              1.4  

            	
              TEFRA
      Section 242(b)(2) Elections.  Notwithstanding the other
      provisions of this addendum, distributions may be made under a designation
      made before January 1, 1984, in accordance with section 242(b)(2) of the
      Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
      Plan that relate to section 242(b)(2) of
TEFRA.

            


    

    


    


    Section
2.  Time and Manner of Distribution.

    


    
      	
              2.1  

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

            


    

    


    
      	
              2.2  

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

            


    

    


    
      	
              (a)  

            	
              If
      the Participant’s surviving spouse is the Participant’s sole designated
      Beneficiary, then, except as otherwise elected under section 6,
      distributions to the surviving spouse will begin by December 31 of the
      calendar year immediately following the calendar year in which the
      Participant died, or by December 31 of the calendar year in which the
      Participant would have attained age 70 1⁄2, if
  later.

            


    

    


    
      	
              (b)  

            	
              If
      the Participant’s surviving spouse is not the Participant’s sole
      designated Beneficiary, then, except as otherwise elected under section 6,
      distributions to the designated Beneficiary will begin by December 31 of
      the calendar year immediately following the calendar year in which the
      Participant died.

            


    

    


    
      	
              (c)  

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

            


    

    


    
      	
              (d)  

            	
              If
      the Participant’s surviving spouse is the Participant’s sole designated
      Beneficiary and the surviving spouse dies after the Participant but before
      distributions to the surviving spouse begin, this section 2.2, other than
      section 2.2(a), will apply as if the surviving spouse were the
      Participant.

            


    

    


    For
purposes of this section 2.2 and section 4, unless section 2.2(d) applies,
distributions are considered to begin on the Participant’s Required Beginning
Date.  If section 2.2(d) applies, distributions are considered to
begin on the date distributions are required to begin to the surviving spouse
under section 2.2(a).  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 2.2(a)), the date distributions are considered to begin is the
date distributions actually commence.

    


    
      	
              2.3

            	
              Forms
      of Distribution.  Unless the Participant’s interest is
      distributed in the form of an annuity purchased from an insurance company
      or in a single sum on or before the Required Beginning Date, as of the
      first distribution calendar year distributions will be made in accordance
      with sections 3 and 4 of this addendum.  If the Participant’s
      interest is distributed in the form of an annuity purchased from an
      insurance company, distributions thereunder will be made in accordance
      with the requirements of section 401(a)(9) of the Code and the Treasury
      regulations.

            


    

     

    


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    


    Section
3.  Required Minimum Distributions During Participant’s
Lifetime.

    


    
      	
              3.1  

            	
              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:

            


    

    


    
      	
              (a)  

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

            


    

    


    
      	
              (b)  

            	
              if
      the Participant’s sole designated Beneficiary for the distribution
      calendar year is the Participant’s spouse, the quotient obtained by
      dividing the Participant’s account balance by the number in the Joint and
      Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury
      regulations, using the Participant’s and spouse’s attained ages as of the
      Participant’s and spouse’s birthdays in the distribution calendar
      year.

            


    

    


    
      	
              3.2  

            	
              Lifetime
      Required Minimum Distributions Continue Through Year of Participant’s
      Death.  Required minimum distributions will be determined under
      this section 3 beginning with the first distribution calendar year and up
      to and including the distribution calendar year that includes the
      Participant’s date of death.

            


    

    


    


    Section
4.  Required Minimum Distributions After Participant’s
Death.

    


    
      	
              4.1  

            	
              Death
      On or After Date Distributions
Begin.

            


    

    


    (a)  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:

    


    (1)  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.

    


    (2)  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.

    


    (3)  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.

    


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

    


    
      	
              4.2  

            	
              Death
      Before Date Distributions Begin.

            


    

    


    (a)  Participant
Survived by Designated Beneficiary.  Except as otherwise elected under
section 6, 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 4.1.

    


    (b)  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.

    


    (c)  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 2.2(a), this section 4.2 will apply
as if the surviving spouse were the Participant.

    


    


    Section
5.  Definitions.

    


    
      	
              5.1  

            	
              Designated
      Beneficiary.  The individual who is the designated Beneficiary,
      as such term is defined under section 2.01 of the Plan, and is the
      designated Beneficiary under section 401(a)(9) of the Internal Revenue
      Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury
      regulations.

            


    

    


    
      	
              5.2  

            	
              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 2.2.  The required minimum distribution for the
      Participant’s first distribution calendar year will be made on or before
      the Participant’s Required Beginning Date.  The required minimum
      distribution for other distribution calendar years, including the required
      minimum distribution for the distribution calendar year in which the
      Participant’s Required Beginning Date occurs, will be made on or before
      December 31 of that distribution calendar
year.

            


    

    


    
      	
              5.3  

            	
              Life
      expectancy.  Life expectancy as computed by use of the Single
      Life Table in section 1.401(a)(9)-9 of the Treasury
      regulations.

            


    

    


    
      	
              5.4  

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

            


    

    


    
      	
              5.5  

            	
              Required
      Beginning Date.  The Required Beginning Date, as such term is
      defined in section 2.01 of the
Plan.

            


    

    


     

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    
 

    Section
6.  Elections.

    


    (a)           Participants
or Beneficiaries May Elect 5-Year Rule.  Participants or Beneficiaries
may elect on an individual basis whether the 5-year rule or the life expectancy
rule in sections 2.2 and 4.2 of this addendum applies to distributions after the
death of a Participant who has a designated Beneficiary.  The election
must be made no later than the earlier of September 30 of the calendar year in
which distribution would be required to begin under section 2.2 of this
addendum, or by September 30 of the calendar year which contains the fifth
anniversary of the Participant's (or, if applicable, the surviving spouse's)
death.  If neither the Participant nor the Beneficiary makes an
election under this section 6, distributions will be made in accordance with
sections 2.2 and 4.2 of this addendum.

     

    


     

    (b)           Designated
Beneficiary Receiving Distributions Under 5-Year Rule May Elect Life Expectancy
Distributions.  A designated Beneficiary who is receiving payments
under the 5-year rule may make a new election to receive payments under the life
expectancy rule until December 31, 2003, provided that all amounts that would
have been required to be distributed under the life expectancy rule for all
distribution calendar years before 2004 are distributed by the earlier of
December 31, 2003 or the end of the 5-year period.

    



    
      
        
          ã2003 FMR Corp.

          All
rights reserved.

          1

        

         


      

      
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    The
CORPORATEplan for RetirementSM

    ADDENDUM

    Re:
Economic Growth and Tax Relief Reconciliation Act of 2001

    (“EGTRRA”)

    Second
Amendment for Fidelity Basic Plan Document No. 02

    


    


    PREAMBLE

    


    Adoption
and Effective Date of Amendment.  This amendment of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder.  This amendment shall be
effective December 1, 2003.

    


    Supersession
of Inconsistent Provisions.  This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

    


    The
following paragraph is hereby added to the end of Section 16.04:

    Notwithstanding
anything in the Basic Plan Document or Adoption Agreement (including addenda
thereto) to the contrary, to the extent permitted by any regulation or other
guidance under the Code, forms of payment may be eliminated without the
application of a waiting period and without prior notice to Participants
effective with respect to Participants whose Annuity Starting Dates occur on or
after the date the Plan amendment eliminating such forms of payment is adopted;
provided, however, that to the extent any regulation or other guidance under the
Code requires prior notice to Participants as a precondition to the elimination
of any form of payment or imposes any other requirement on such elimination, no
such elimination shall be effective unless the Plan Administrator has complied
with such notice or other requirement.

    


    
 

     

    56