uil_exh4-2.htm


    


    


    THE
UNITED ILLUMINATING COMPANY

     

    401(k)/EMPLOYEE
STOCK OWNERSHIP PLAN

     

    (“THE
UI KSOP”)

     

     

    Amended & Restated to
Incorporate All Amendments Since the 1997 Restatement and the Applicable
Provisions of the 2007 Cumulative List

    (Including
Selected Provisions of the Pension Protection Act of 2006)

    


    


    


    GENERALLY
EFFECTIVE AS OF JANUARY 1, 2002

    


    ADOPTED
AS OF JULY 28, 2008

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

    


     

    
      
        	 	 Page
	
                ARTICLE
      I

              	
                1

              
	 
      	
                ESTABLISHMENT
      OF PLAN

              	
                1

              
	 
      	 
      	
                1.01
      Establishment of Plan

              	
                1

              
	 
      	 
      	
                1.02
      Purpose of Plan

              	
                1

              
	 
      	 
      	
                1.03
      Nature of Plan

              	
                1

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      II

              	
                1

              
	 
      	
                ELIGIBITLIYT
      FOR PARTICIPATION

              	
                2

              
	 
      	 
      	
                2.01
      Eligible and Ineligible Classes of Employees

              	
                2

              
	 
      	 
      	
                2.02
      Participation On the Effective Date

              	
                3

              
	 
      	 
      	
                2.03
      General Participation Rule

              	
                3

              
	 
      	 
      	
                2.04
      Transfer In or Out of Eligible Class of Employees

              	
                3

              
	 
      	 
      	
                2.05
      Rehired Employees

              	
                3

              
	 
      	 
      	
                2.06
      Misclassification or Mistake of Fact

              	
                3

              
	 
      	 
      	
                2.07
      Absence from Employment

              	
                4

              
	
                ARTICLE
      III

              	
                6

              
	 
      	
                FUNDING

              	
                6

              
	 
      	 
      	
                3.01
      Funding Policy

              	
                6

              
	 
      	 
      	
                3.02
      Company Contributions

              	
                7

              
	 
      	 
      	
                3.03
      Reversion of Contributions to the Company

              	
                13

              
	 
      	 
      	
                3.04
      After-Tax Employee Contributions

              	
                14

              
	 
      	 
      	
                3.05
      Forfeitures

              	
                15

              
	 
      	 
      	
                3.06
      Investment of Contributions

              	
                15

              
	 
      	 
      	
                3.07
      Valuation of Company Stock

              	
                19

              
	 
      	 
      	
                3.08
      Expenses of Plan Amendment and Administration

              	
                19

              
	 
      	 
      	
                3.09  Fund
      is Sole Source of Benefits

              	
                20

              
	 
      	 
      	
                3.10  Transfers

              	
                21

              
	 
      	 
      	
                3.11  Suspension
      of Salary Reduction Agreements

              	
                21

              
	
                ARTICLE
      IV

              	
                22

              
	 
      	
                ALLOCATIONS
      AND ACCOUNT BALANCES

              	
                22

              
	 
      	 
      	
                4.01  Books
      and Records to Show Account Balances

              	
                22

              
	 
      	 
      	
                4.02  Separate
      Accounts Maintained

              	
                22

              
	 
      	 
      	
                4.03  Allocation
      of Contributions

              	
                22

              
	 
      	 
      	
                4.04  Allocation
      of Accruals; Application of Dividends

              	
                24

              
	 
      	 
      	
                4.05  Valuation
      and Allocation of the Fund

              	
                26

              
	 
      	 
      	
                4.06  Account
      Balance Subject to Change Until Distributed

              	
                27

              
	
                ARTICLE
      V

              	
                22

              
	 
      	
                BENEFITS
      AND VESTING

              	
                28

              
	 
      	 
      	
                5.01  Benefits
      Are Based on Account Balances

              	
                28

              
	 
      	 
      	
                5.02  Vesting
      in Account Balances

              	
                28

              
	 
      	 
      	
                5.03  Normal
      Retirement Benefits

              	
                28

              
	 
      	 
      	
                5.04  Early
      Retirement Benefits

              	
                28

              
	 
      	 
      	
                5.05  Deferred
      Retirement Benefits

              	
                28

              
	 
      	 
      	
                5.06  Disability
      Retirement Benefits

              	
                28

              
	 
      	 
      	
                5.07  Death
      Benefits

              	
                29

              
	 
      	 
      	
                5.08  Benefits
      Before Termination of Employment

              	
                29

              
	 
      	 
      	
                5.09  Benefits
      Following Termination of Employment

              	
                32

              
	 
      	 
      	
                5.10  Changes
      in Vesting Provisions

              	
                34

              
	 
      	 
      	
                5.11  No
      Vesting or Benefits Except As Expressly Provided

              	
                34

              
	 
      	 
      	
                5.12  Loans
      to Participants

              	
                35

              


      

    

    



    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    


    
      	
              ARTICLE
      VI

            	
              38

            
	 
      	
              PAYMENT
      OF BENEFITS

            	
              38

            
	 
      	 
      	
              6.01  General
      Rules for Payment

            	
              38

            
	 
      	 
      	
              6.02  Commencement
      of Benefits

            	
              44

            
	 
      	 
      	
              6.03  Code
      Section 401(k) Restrictions on Distribution

            	
              45

            
	 
      	 
      	
              6.04  Form
      of Payment

            	
              46

            
	 
      	 
      	
              6.05  Eligible
      Rollover Distributions

            	
              47

            
	 
      	 
      	
              6.06  Automatic
      Rollover Distributions

            	
              49

            
	 
      	 
      	
              6.07  Payment
      of Death Benefits

            	
              49

            
	 
      	 
      	
              6.08  Designation
      of Beneficiaries

            	
              49

            
	 
      	 
      	
              6.09  Benefit
      Elections

            	
              50

            
	 
      	 
      	
              6.10  Information
      to be Furnished Participant

            	
              51

            
	 
      	 
      	
              6.11  Payments
      to Minors or Incompetents

            	
              51

            
	 
      	 
      	
              6.12  Settlement
      of Small Benefits

            	
              51

            
	 
      	 
      	
              6.13  Suspension
      of Benefits Upon Reemployment

            	
              52

            
	 
      	 
      	
              6.14  Discharge
      of Obligation; Receipt and Release

            	
              52

            
	 
      	 
      	
              6.15  Nonalienation
      of Benefits

            	
              52

            
	 
      	 
      	
              6.16  Benefit
      Claims Procedures

            	
              53

            
	 
      	 
      	
              6.17  Qualified
      Domestic Relations Order Procedures

            	
              55

            
	 
      	 
      	
              6.18  Unclaimed
      Benefits

            	
              56

            
	
              ARTICLE
      VII

            	
              57

            
	 
      	
              LIMITATIONS
      ON BENEFITS

            	
              57

            
	 
      	 
      	
              7.01  Limitation
      on Defined Contribution Plan Annual Additions

            	
              57

            
	 
      	 
      	
              7.02  Benefit
      Reductions to Meet Annual Addition Limitations

            	
              59

            
	 
      	 
      	
              7.03  Handling
      of Excess Amounts Caused by Annual Additions Limitation

            	
              59

            
	 
      	 
      	
              7.04  Salary
      Reductions in Excess of Permissible Dollar Limits

            	
              60

            
	 
      	 
      	
              7.05  Limitations
      on Salary Reduction Contributions

            	
              61

            
	 
      	 
      	
              7.06
      Average Contribution Percentage Test for Company Matching and Voluntary
      After-Tax Contributions

            	
              67

            
	
              ARTICLE
      VIII

            	
              73

            
	 
      	
              TOP
      HEAVY REQUIREMENTS

            	
              73

            
	 
      	 
      	
              8.01  When
      Top-Heavy Provisions Are Operative

            	
              73

            
	 
      	 
      	
              8.02  Top-Heavy
      Minimum Contributions

            	
              74

            
	 
      	 
      	
              8.03  Top-Heavy
      Minimum Vesting

            	
              75

            
	 
      	 
      	
              8.04  Determination
      of Top-Heavy Status

            	
              76

            
	
              ARTICLE
      IX

            	
              76

            
	 
      	
              LEVERAGE,
      VOTING RIGHTS AND OTHER PROVISIONS RELATING TO STOCK

            	
              76

            
	 
      	 
      	
              9.01  Leverage

            	
              76

            
	 
      	 
      	
              9.02  Voting
      of Stock

            	
              77

            
	 
      	 
      	
              9.03  Voting
      of Unallocated Stock

            	
              79

            
	 
      	 
      	
              9.04  Restrictions
      on Stock Distributed

            	
              79

            
	 
      	 
      	
              9.05  Puts,
      Calls and Options

            	
              79

            
	 
      	 
      	
              9.06  Protections
      and Rights Are Nonterminable

            	
              79

            
	 
      	 
      	
              9.07  Diversification
      Election Rights Prior to January 1, 2007

            	
              79

            
	 
      	 
      	
              9.08  Dissenters’
      Rights

            	
              80

            
	
              ARTICLE
      X

            	
              81

            
	 
      	
              AMENDMENT,
      MERGER OR TERMINATION

            	
              81

            
	 
      	 
      	
              10.01  Amendment

            	
              81

            
	 
      	 
      	
              10.02  Merger
      or Consolidation

            	
              81

            
	 
      	 
      	
              10.03  Termination

            	
              82

            
	 
      	 
      	
              10.04  Termination
      Distributions

            	
              82

            


    

    



    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    


    
      	
              ARTICLE
      XI

            	
              83

            
	 
      	
              PARTICIPATING
      EMPLOYERS

            	
              83

            
	 
      	 
      	
              11.01  Application
      of Plan to Participating Employers

            	
              83

            
	 
      	 
      	
              11.02  Adoption
      of Plan

            	
              83

            
	 
      	 
      	
              11.03  Extent
      of Participation

            	
              83

            
	 
      	 
      	
              11.04  Transfer
      of Employees Among Employers

            	
              83

            
	 
      	 
      	
              11.05  Plan
      Administration and Expenses

            	
              84

            
	 
      	 
      	
              11.06  Plan
      Amendment

            	
              84

            
	 
      	 
      	
              11.07  Termination
      of an Employer's Participation

            	
              85

            
	 
      	 
      	
              11.08  Restrictions
      on Amendments, Mergers or Terminations by Employers

            	
              85

            
	
              ARTICLE
      XII

            	
              85

            
	 
      	
              PLAN
      FIDUCIARIES AND ADMINISTRATION

            	
              85

            
	 
      	 
      	
              12.01  Administration
      by Named Fiduciaries

            	
              85

            
	 
      	 
      	
              12.02  Administrative
      and Investment Committee

            	
              86

            
	 
      	 
      	
              12.03  Duties,
      Powers and Authority of the Plan Administrator

            	
              86

            
	 
      	 
      	
              12.03A  Duties,
      Powers and Authority of the Investment Committee

            	
              87

            
	 
      	 
      	
              12.04  Agent
      for Service of Legal Process

            	
              87

            
	 
      	 
      	
              12.05  Company
      Actions

            	
              88

            
	 
      	 
      	
              12.06  Communications
      To and From Plan Fiduciaries

            	
              88

            
	 
      	 
      	
              12.07  Multiple
      Capacities; Fiduciary Duties

            	
              88

            
	 
      	 
      	
              12.08  Reliance;
      Fiduciary Liability; Exoneration

            	
              89

            
	 
      	 
      	
              12.09  Indemnification
      of Fiduciaries

            	
              89

            
	 
      	 
      	
              12.10  Bonding

            	
              89

            
	
              ARTICLE
      XIII

            	
              90

            
	 
      	
              MISCELLANEOUS
      PROVISIONS

            	
              90

            
	 
      	 
      	
              13.01  Plan
      for Exclusive Benefit of Employees

            	
              90

            
	 
      	 
      	
              13.02  Rights
      of Participants Not Expanded

            	
              90

            
	 
      	 
      	
              13.03  Plan
      Subject to Insurance Contracts and Trusts

            	
              91

            
	 
      	 
      	
              13.04  Governing
      Law and Savings Clause

            	
              91

            
	 
      	 
      	
              13.05  Headings

            	
              91

            
	 
      	 
      	
              13.06  Gender
      and Number

            	
              91

            
	 
      	 
      	
              13.07  Definitions

            	
              91

            
	
              GLOSSARY

            	
              91

            
	
              EXECUTION
      PAGE

            	
              106

            
	
              APPENDIX
      A

            	
              107

            
	 
      	
              Matching
      Contributions

            	
              107

            
	
              APPENDIX
      B

            	
              108

            
	 
      	
              Limitation
      on Annual Additions Prior to January 1, 2008

            	
              108

            
	
              APPENDIX
      C

            	
              110

            
	 
      	
              Required
      Minimum Distributions Prior to January 1, 2003

            	
              110

            
	
              EXHIBIT
      A

            	
              112

            
	 
      	
              Participating
      Employers As of January 1, 2008

            	
              112

            


    

    



    
      
         


      

      
        iii

        
          

        

      

      
         


        
           Section
1.01

        

      

    


    


    ARTICLE
I

    ESTABLISHMENT OF
PLAN

    1.01  Establishment
of Plan.  Effective as of August 1, 1998, The United
Illuminating Company Employee Savings Plan was merged into The United
Illuminating Company Employee Stock Ownership Plan.  The United
Illuminating Company (the “Company”) amended and restated its employee stock
ownership plan to reflect such merger, and to incorporate certain changes
required by the Family Medical Leave Act of 1993, the Uniformed Services
Employment and Reemployment Act of 1994, the Small Business Job Protection Act
of 1996 and the Taxpayer Relief Act of 1997.  The Plan was further
amended and restated effective retroactively as of January 1, 1997, by a
restatement adopted on September 24, 2001, to incorporate all amendments made to
the Plan since the prior restatement and to bring the Plan into compliance with
applicable provisions of the Small Business Job Protection Act of 1996 that were
effective for Plan years beginning after December 31, 1998, as well as with
applicable provisions of the Internal Revenue Service Restructuring and Reform
Act of 1998, and the Community Tax Relief Act of 2000.

    Effective as of January 1, 2002, except
as otherwise specified herein, the Plan is hereby amended and restated to
incorporate all Plan amendments made since the 1997 restatement, including
amendments made pursuant to the Economic Growth and Tax Relief Reconciliation
Act of 2001 (“EGTRRA”), the final regulations under Section 401(a)(9) of the
Code and applicable provisions of the 2007 Cumulative List (including certain
provisions of the Pension Protection Act of 2006).

    1.02  Purpose of
Plan.  The purpose of the Plan is to provide eligible Employees
with an opportunity and incentive to save for their retirement, and to enable
eligible Employees and their Beneficiaries to share in the growth and prosperity
of the Company by providing them ownership of Company Stock.

    1.03  Nature of
Plan.  The Plan is intended to qualify as a defined
contribution 401(k) plan, and a stock bonus plan and trust meeting the
requirements of Sections 401(a), 501(a) and related provisions of the Internal
Revenue Code.  The Plan is also intended to allow leveraged
acquisitions of Company Stock and, accordingly, is intended to meet the
requirements of Sections 409 and 4975(e)(3) of the Code pertaining to employee
stock ownership plans.  The ESOP portion of the Plan, as defined in
the Glossary of the Plan, is intended to be, and shall remain, primarily (that
is, more than 50%) invested in Company Stock.


    
      
         


      

      
        1

        
          

        

      

      
         


        
           Section
1.03

        

      

    


    ARTICLE
II

    ELIGIBILITY FOR
PARTICIPATION

    2.01  Eligible and
Ineligible Classes of Employees.  All salaried and hourly
Employees except those in the ineligible classes of Employees designated below,
shall be eligible to participate in the Plan upon completing the eligibility
requirements of Sections 2.02 or 2.03.  The following classes of
Employees shall be ineligible to participate in the Plan:

    (i) Non-Participating
Collectively Bargained Employees:  Employees included in a unit
of Employees covered by a collective bargaining agreement which does not provide
for their participation in the Plan or any particular feature thereof, where
such benefits were the subject of good faith bargaining;

    (ii)
Employees of
Non-Participating Employers:  Individuals who are employed by
Related Employers of the Company which have not adopted the Plan for the benefit
of their Employees.

               (iii)
Leased
Employees:  Individuals who are classified by the Company as
Leased Employees under Section 414(n) of the Code, even if the individual
actually is, or is reclassified by the Internal Revenue Service as, a common law
employee of the Company;

    (iv)
Project
Employees:  Individuals who are classified by the Company as
Project Employees and who were retained to work on one or more discrete projects
of a finite duration, unless the Company extends Plan participation to such
individuals pursuant to a written agreement;

    (v) Per Diem or Casual
Workers:  Individuals who are classified by the Company as per
diem or casual and who work only on an “as needed basis”;

    (vi)
Temporary
Employees:  Individuals who are classified by the Company as
employed on a temporary basis, provided that their employment does not continue
beyond one (1) year;

    (vii)
Independent
Contractors or Contract Workers:  Individuals who are
classified by the Company in good faith as independent contractors or contract
workers and not common law employees, as evidenced by the fact that the Company
is not paying such individuals through the Company’s payroll system or
withholding taxes from his or her compensation, even if the individual actually
is, or is reclassified by the Internal Revenue Service as, a common law employee
of the Company; and


    
      
         


      

      
        2

        
          

        

      

      
         


        
           Section
2.01

        

      

    

     

    (viii)
Individuals Waiving
Participation:  Any individuals who have knowingly waived their
right to participate in the Plan, as evidenced by a written agreement to that
effect.


    During
any period when an Employee is included in an ineligible class of Employees, he
shall be ineligible to become a Participant in the Plan, or if otherwise a
Participant, shall be ineligible to make Salary Reduction Contributions and
share in Company contributions.  Effective January 1, 2006,
notwithstanding the foregoing, with respect to the ineligible Employees
described in subparagraphs (iv) (project employees), (v) (per diem or casual
workers) and (vi) (temporary employees) above, if any such Employee is credited
with 1000 Hours of Service during a Plan Year, then such Employee shall be in an
eligible class of Employees and shall participate in the Plan in accordance with
Section 2.04.

    2.02  Participation
On the Effective Date.  Each eligible Employee employed by the
Company on the Effective Date, who was a Participant in the Prior Plan, shall
continue as a Participant.  Each Employee of the Company on the
Effective Date who was not a Participant in the Prior Plan shall be or become a
Participant in accordance with Sections 2.03 or 2.04.

    2.03  General
Participation Rule.  Except as otherwise provided in Section
2.04, en eligible Employee not becoming a Participant under Section 2.02, above,
shall become a Participant as of the Employee’s date of hire.

    2.04  Transfer In
or Out of Eligible Class of Employees.  In the event a
Participant becomes ineligible to participate in the Plan because he is no
longer a member of an eligible class of Employees, such Employee shall resume
his status as an Eligible Participant under the Plan immediately upon his return
to an eligible class of Employees.  In the event an Employee who is
not a member of the eligible class of Employees becomes a member of the eligible
class, such Employee shall commence participation in the Plan immediately upon
becoming a member of the eligible class.

    2.05  Rehired
Employees.  If a rehired Employee meets the participation
requirements and is in an eligible class of Employees at the time of his rehire,
he shall become a Participant or resume his status as an eligible Participant
under the Plan immediately upon his rehire.  If the Employee had not
met participation and eligibility requirements as specified in this Article
prior to separation from employment, such Employee shall be eligible to
participate in the Plan in accordance with Section 2.03.

    2.06  Misclassification
or Mistake of Fact.  Any contribution made by the employer
because of a mistake of fact must be returned to the Company within one year of
the contribution.  If a misclassification or mistake is made



    
      
        
           


        

        
          3

          
            

          

        

        
           


          
             Section
2.06

          

        

      

    

     

    concerning the participation of an Employee in the Plan, either by
including an ineligible Employee, or excluding an eligible Employee, and if such
mistake is not timely discovered and corrected for the Plan Year in which it
occurred,

    upon
discovery of such error in a subsequent Plan Year an adjustment to the
Employee's Account Balances shall be made.

    In the case of the inclusion of an
ineligible Employee, (a) the portion of such Employee's Account Balance
attributable to Salary Reduction Contributions for a period of ineligibility
shall be distributed to the individual, and (b) the portion of such Employee's
Account Balance attributable to Company Contributions for the period of
ineligibility shall be returned to the Company as a mistaken contribution in
accordance with Section 3.03(a) hereof if return is requested within one year of
payment; otherwise such amount shall be treated as a forfeiture and allocated in
accordance with Section 3.05 hereof.

    In the case of the exclusion of an
eligible Employee, the Company shall correct such error as soon as practicable
by making a qualified non-elective contribution to the Plan on behalf of the
Employee that is equal to the Actual Deferral Percentage for the Employee’s
group (either Highly Compensated Employees or Non-Highly Compensated Employees),
as applicable, for each Plan Year during which the Employee was omitted from
participation in the Plan.
For matching contributions on Salary Reduction
Contributions which the Employee would have received if such Employee were not
omitted from participation in the Plan, the Employer shall make a qualified
non-elective contribution to the Plan on behalf of such Employee for each Plan
Year during which the Employee was omitted from participation in the Plan that
is based on the Average Contribution Percentage for the Employee’s group (either
Highly Compensated Employees or Non-Highly Compensated Employees).
Alternatively, the Company may correct under any one of the other permissible
correction methods provided in regulations or other IRS guidance.

    2.07  Absence From
Employment.  The Company's leave policy shall be applied in a
uniform and nondiscriminatory manner to all Participants under similar
circumstances.

    (a) Absence from employment on account
of active duty with the Armed Forces of the United States will be counted as
employment with the Company, provided that the Employee returns to service with
the Company within the period during which employment rights are protected by
law following severance from such government service.  If the Employee
does not return to active employment with the Company, the Employee’s service
will be 

      
        
           


        

        
          4

          
            

          

        

        
           


          
             Section
2.07

          

        

      
deemed to have ceased on the date the
Administrator receives notice that such Employee will not return to the active
service of the Company.


    (b) Notwithstanding any provision of
this plan to the contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with
§414(u) of the Internal Revenue Code, effective for reemployments initiated on
or after December 12, 1994.  Accordingly, if an Employee in qualified
military service returns to employment with the Employer during the time that
re-employment rights are protected, the Employee shall receive credit for
Vesting Service for the period of qualified military service.  With
respect to contributions under this Section 2.07(a), the following rules shall
apply:

    
      	
               
      

            	
              (i)
      Upon reemployment following a period of qualified military service, a
      Participant shall be entitled (but not required) to make up his or her
      Salary Reduction Contributions to the Plan for the period during which he
      or she was absent from employment on account of qualified military
      service.  Such contributions may not exceed the amount that such
      Participant would have been permitted to make under the Plan had he or she
      remained continuously employed during the period of qualified military
      service, adjusted for any Salary Reduction Contributions made during the
      period of qualified military service.  Accordingly, the
      Participant is not permitted to contribute interest on the make-up
      contributions.  Such make-up contributions shall not be subject
      to the limits described in Sections 3.02(a)(1)(ii), 7.01, 7.05 and 7.06 of
      the Plan with respect to the Plan Year in which such contributions are
      made, but shall be subject to such limits with respect to the Plan Year to
      which they relate.  A Participant is not required to make up the
      full amount of Salary Reduction Contributions that were missed due to the
      period of absence due to qualified military service.  The
      reemployed Participant shall be entitled to make up such Salary Reduction
      Contributions beginning from the date of reemployment and continuing to
      the first to occur of: (1) the end of the period which is three (3) times
      the length of the Participant’s immediate past period of qualified
      military service; (2) five years from the date of reemployment; or (3)
      such Participant’s subsequent termination of employment, provided,
      however, that if the formerly reemployed Participant is subsequently
      rehired, any remaining make-up time shall again be available to him or
      her.

            


    

    
      	
               
      

            	
              (ii)
      To the extent the Participant makes up any portion of his or her missed
      Salary Reduction Contributions, the Employer shall contribute Company
      Matching Contributions with respect to such Salary Reduction
      Contributions, in accordance with the timing and other rules for Company
      Matching 

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


        
           Section
2.07

        

      

    

     

         Contributions set forth in Article III
of the Plan.  To the extent that the Company Matching Contribution
percentage or amount specified in Section 3.02(a)(2) of the Plan changed during
the period of absence due


    
      	
               
      

            	
              to
      qualified military service, the Plan Administrator shall develop a
      reasonable, nondiscriminatory procedure for allocating make-up Salary
      Reduction Contributions to the period of absence that corresponds to
      periods during which the different match level(s) were in
      effect.

            


    

    
      	
               
      

            	
              (iii)
      To the extent that the Plan provides for Company contributions under
      Article III of the Plan that are not dependent upon any level of Salary
      Reduction Contributions by a Participant, the Company shall make such
      Company contributions with respect to a Participant reemployed following a
      period of qualified military service within 90 days of such Participant’s
      reemployment, or the date by which contributions are normally made for the
      year in which the military service was performed, if
  later.

            


    

    
      	
               
      

            	
              (iv)
      The make-up Salary Reduction Contributions and any make-up Company
      Contributions shall not be adjusted for any investment experience (gains
      or losses) that such Participant’s Plan account experienced during the
      period of qualified military
service.

            


    

    
      	
               
      

            	
              (v)
      Contributions made in accordance with this Section 2.07(a) of the Plan
      shall be considered annual additions with respect to the Limitation
      Year(s) to which they relate, not with respect to the Limitation Year(s)
      in which they are made.

            


    

    (c) With respect to unpaid family and
medical leave, contributions, benefits and service credit will be provided in
accordance with 29 CFR §825.215, effective for leaves commencing on or after
August 5, 1993.  During an unpaid medical or family leave under the
FMLA, the Participant shall not incur any Break in Service, but shall not
receive credit for Vesting Service during such leave. Paid FMLA leave shall
count toward Vesting Service up to the 501 Hour limit specified in the
definition of Hour of Service.

    ARTICLE
III

    FUNDING

    3.01  Funding
Policy.  The Company shall establish a funding policy and
method consistent with the objectives, terms and conditions of the Plan and, as
appropriate, communicate the same to other Plan Fiduciaries.  The Plan
Administrator shall arrange for the establishment and maintenance of such
funding accounts as may be required by ERISA or appropriate in connection with
the administration of the Plan.


    
      
         


      

      
        6

        
          

        

      

      
         


        
           Section
3.02

        

      

    


    3.02  Company
Contributions.

    (a) Amount of
Contributions.  The Company shall contribute the following
amounts without regard to whether the Company has current or accumulated income
for the period during which such amounts are being contributed and without
regard to the age of the Participant. The sum of employer contributions made
pursuant subsections 3.02(a)(2) and (3) shall not exceed the amount deductible
for federal income tax purposes, currently twenty-five percent (25%) of total
Compensation of Eligible Participants with respect to fiscal years commencing on
or after January 1, 2002, such limit being applied excluding Salary
Reduction Contributions and Catch-Up Contributions.

    (1) Salary Reduction
Contributions for Employees.  Each Participant may elect by
means of a signed writing filed with the Plan Administrator to have his
Compensation (only with respect to Compensation not currently available (within
the meaning of Treas. Reg. §1.401(k)-1(a)(3)(iii)) as of the date of the
election), reduced during the period for which such Compensation is paid, and
have that amount contributed to the trust fund by his Participating Employer on
his behalf as a Salary Reduction Contribution.  Effective with respect
to Plan Years beginning on and after January 1, 2006, such contribution cannot
be “pre-funded” or otherwise precede the Participant’s election or the services
with respect to which the contribution is made are performed, in accordance with
Treas. Reg. §1.401(k)-1(a)(3)(iii).  Notwithstanding the foregoing,
contributions are permitted to be made before the services with respect to a pay
period are performed, on an occasional basis, provided the contributions are
made early in order to accommodate a bona fide administrative consideration and
are not paid early with a principal purpose of accelerating
deductions.  Except as otherwise determined by the Plan Administrator,
Salary Reduction Contributions shall be made in whole percentages of
Compensation in an amount of no less than one percent (1%) of such Participant’s
Compensation (the Participant’s “Salary Reduction Contributions”). Except to the
extent permitted under Section 3.02(a)(5) hereof and Section 414(v) of the Code,
if applicable, in no event shall Salary Reduction Contributions for a
Participant with respect to a Plan Year exceed the least of the following
amounts:

    (i) 75%
of the Participant’s Compensation for such Plan Year, with such Compensation
being calculated after deduction for all applicable taxes and other payroll
deductions and reductions (for Plan Year 2002, 100% of the Participant’s
Compensation for the Plan Year, and


    
      
         


      

      
        7

        
          

        

      

      
         


        
           Section
3.02

        

      

    


    prior to
the Plan Year commencing January 1, 2002, 15% of the Participant’s
Compensation for the Plan Year);

    (i) the
amount specified in Section 402(g) of the Code, as adjusted by the Secretary of
the Treasury from time to time (i.e., $11,000 for 2002, $12,000 for 2003, 13,000
for 2004, $14,000 for 2005, $15,000 for 2006, $15,500 for 2007); or

    (ii) with
respect to Limitation Years beginning prior to January 1, 2002, the amount that
can be contributed as a result of a Hardship Distribution made in accordance
with Section 5.08 hereof.

    
      	
               
      

            	
              With
      respect to periods during which Salary Reduction elections are in force
      for Participants, the Participating Employer shall contribute to the Plan
      an amount equal to the Salary Reduction for each electing
      Participant.  Salary Reduction elections shall be subject to
      nondiscriminatory rules and procedures approved by the Plan Administrator
      in its discretion from time to time.  Normally, Salary Reduction
      elections are effective as soon as administratively feasible following
      receipt of the election by the Plan Administrator or its designee, and may
      be prospectively revoked or modified either orally or in writing effective
      as soon as administratively feasible following receipt of such revocation
      or modification by the Plan Administrator or its designee. Salary
      Reduction Contributions are subject to the limitations of Section 5.08
      hereof (with respect to Hardship Distributions) and to the limitations of
      Article VII hereof and may be limited, adjusted or returned in accordance
      with the provisions of Article VII.  Salary Reduction
      Contributions fully vested and non-forfeitable at all times and shall be
      allocated to Participants' Salary Reduction Account Balances as provided
      in Section 4.03 hereof.

            


    

    (2) Company Matching
Contributions.

    (i) Safe Harbor Matching
Contribution.  With respect to each pay period commencing on or
after January 1, 2003, the Company (and each other Participating Employer) shall
make a Company matching contribution to the trust for the benefit of each
Participant on whose behalf it made a Salary Reduction Contribution for the pay
period.  The amount of the matching contribution shall be equal to
100% of the Salary Reduction Contribution made for the Participant’s benefit for
the pay period up to three percent (3%) of the Participant’s Compensation for
the pay period, and 50% of the Salary Reduction Contribution made on the
Participant’s


    
      
         


      

      
        8

        
          

        

      

      
         


        
           Section
3.02

        

      

    

     

    benefit
for the pay period on Salary Reduction Contributions made in excess of three
percent (3%) up to and including five percent (5%) of such Participant’s
Compensation for the pay period.  The maximum matching contribution
shall be equal to four percent (4%) of the Participant’s Compensation for the
pay period.  Contributions made under this subsection are intended to
satisfy the designed based safe harbor provisions of Code Sections 401(k)(12)(B)
and 401(m)(11).  All matching contributions made under this Subsection
shall be immediately and fully vested and non-forfeitable.  All
matching contributions made under this subsection shall be subject to 401(k)
distribution restrictions; provided, however, that subject to approval by the
IRS, Company matching contributions shall be made in Company Stock unless the Board of
Directors determines that they
shall be made in cash.  Notwithstanding the foregoing, or any other
provision of this Plan to the contrary, effective with respect to Plan Years
beginning on and after January 1, 2006, Catch-up Contributions that are
re-characterized as non-Catch-up Salary Reduction Contributions (because the
Participant did not make elective deferrals in excess of any applicable Code or
Plan limit), shall not be disregarded in allocating Safe Harbor Company matching
contributions, to the extent necessary to satisfy the requirements of Code
Sections 401(k)(12) and 401(m)(11) and the regulations thereunder.

    (ii)
Safe Harbor Notice
Requirements. At least thirty (30) days (and no more than ninety (90)
days) before the beginning of the Plan Year, the Committee shall provide each
Eligible Employee with a notice (the “Notice”) in writing, or through an
electronic medium reasonably accessible to the Employee, which is (A)
sufficiently accurate and comprehensive to apprise the Employee of his or her
rights and obligations under the Plan, and (B) written in a manner calculated to
be understood by the average Employee eligible to participate in the
Plan.  For purposes of the preceding sentence, the Notice shall be
considered sufficiently accurate and comprehensive provided that it accurately
describes:

    (A) the
safe harbor matching formula used under the Plan (including a description of the
levels of matching contributions, if any, available under the
Plan);

    (B) any
other contributions under the Plan and the conditions under which such
contributions are made;


    
      
         


      

      
        9

        
          

        

      

      
         


        
           Section
3.02

        

      

    


    (C) the
Plan to which safe harbor contributions will be made (if different than this
Plan);

    (D) the
type and amount of Compensation that may be deferred under this
Plan;

    (E) how
to make cash or deferred elections including any administrative requirements
that apply to such elections;

    (F) the
period available under the Plan for making cash or deferred elections;
and

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

    In the
case of an Employee who does not receive the Notice within the period described
in the first sentence of this subsection (ii) because the Employee becomes
eligible at a point not within the 30-90 day notice period, the timing
requirement is deemed to be satisfied if the Notice is provided no more than
ninety (90) days before the Employee becomes eligible (and no later than the
date the Employee becomes eligible).

    (iii)
True-up for Maximum
Safe Harbor Match.  If, with respect to any Plan Year
commencing on or after January 1, 2004, (a) a Participant has made Salary
Reduction Contributions to the Plan (excluding any Catch-up Contributions) equal
to the amount specified in Section 402(g) of the Code, as adjusted by the
Secretary of the Treasury from time to time (i.e., $13,000 for 2004, $14,000 for
2005 and $15,000 for 2006, and $15,500 for 2007), and (b) the aggregate Company
matching contribution made under (a)(2) above is less than 100% of such
Participant’s Salary Reduction Contributions up to and including 3% of his
Compensation for the Plan Year, and less than 50% of the Participant’s Salary
Reduction Contributions on Salary Reduction Contributions made in excess of 3%
up to and including 5% of such Participant’s Compensation for the Plan Year,
then the Company (or, if applicable a Participating Employer) shall make a
supplemental Company matching contribution on behalf of the Participant with
respect to such Plan Year, but in no event shall such aggregate Company matching
contribution exceed 4% of the Participant’s Compensation for the Plan
Year.  The Company may make such supplemental Company matching
contribution by continuing the Company matching contribution


    
      
         


      

      
        10

        
          

        

      

      
         


        
           Section
3.02

        

      

    


    in effect
at the time that the Participant’s Salary Reduction Contributions were
terminated due to having reached the maximum limit permitted under Section
402(g) of the Code until such time as the aggregate Company matching
contribution, calculated in accordance with the foregoing provisions of this
subsection (iii) have been made.  In the event that the Company fails
to fully make such supplemental Company matching contribution by the end of the
Plan Year to which such Contribution relates, then it shall make such
contribution as soon as administratively feasible following the end of such Plan
Year, but in no event later than the end of the first calendar quarter following
such Plan Year end.

    For Plan
Years beginning on or after January 1, 2002, Salary Reduction Contributions that
are determined to be Catch-up Contributions pursuant to Section 3.02(a)(5)
hereof and Code section 414(v), shall not be eligible for Company matching
contributions pursuant to this Section 3.02(a)(2) and 4.03(c)
hereof.  In the event that a Participant’s matched Salary Reduction
Contributions is later re-characterized as a Catch-up Contribution, the related
Company matching contributions (and earnings thereon), if any, shall be
forfeited by the Participant, to the extent then forfeitable.

    (3) Other Company
Contributions.

    (i) 25% Dividend
Match.  Effective as of January 1, 2003, with respect to
dividends paid on and after that date, the 25% dividend match was
eliminated.

    (ii)
Additional Company
Contributions.  Effective as of April 1, 2005, with respect to
collectively bargained Employees hired on or after that date or rehired
following their previous termination of service, effective May 1, 2005, with
respect to non-collectively bargained Employees hired on or after that date or
rehired on or after that date, and effective January 1, 2007, with respect to
Employees (whether or not collectively bargained) who irrevocably elect, during
the 2006 “pension choice” election period, to cease benefit accruals under The
United Illuminating Pension Plan as of December 31, 2006, the Company shall make
the following contributions:

    (A) 4% of
eligible Compensation for the Plan Year, regardless whether the Employee makes
Salary Reduction Contributions hereunder or performs a certain
number


    
      
         


      

      
        11

        
          

        

      

      
         


        
           Section
3.02

        

      

    


    of Hours
of Service during a Plan Year, but only if the Participant is not, in fact,
accruing benefits under the UI Pension Plan; plus

    (B)
$1,000 per Plan Year, regardless whether the Employee makes Salary Reduction
Contributions hereunder or performs a certain number of Hours of
Service.

    Contributions
under this subsection 3.02(a)(3)(ii) shall be spread ratably throughout the Plan
Year with each pay period, and shall be pro-rated for 2005 (with respect to
those Employees who first became eligible for such contribution in 2005), and
for any Plan Year in which the Employee participates in this contribution
feature of the Plan for only a portion of such Year.  Contributions
made under this Subsection (ii) shall be subject to the vesting schedule
contained in Section 5.09, and shall be distributable at the same time and in
the same manner as that portion of the Participant’s Account attributable to
Salary Reduction and Company matching contributions, provided, however,
effective with respect to Additional Company Contributions made on or after
April 1, 2005, that such contributions (and the income thereon) shall not be
available for distribution on account of hardship, under  Section
5.08(d) of the Plan, and shall not be available to loan under the Participant
loan provisions of Section 5.12 of the Plan.

    (4) Acquisition Loan
Repayments.  With respect to any Plan Year in which an
Acquisition Loan is outstanding, the Company shall contribute to the Plan an
amount sufficient to pay interest and principal then due on any Acquisition Loan
for such Plan Year.  All Company contributions made to pay interest on
such Acquisition Loan shall be fully deductible when paid, and Company
Contributions made to repay Acquisition Loan principal shall be deductible up to
twenty-five percent (25%) of the total Compensation of all participants for the
fiscal year of the Company in which such loan repayment is made.

    As the
currently maturing obligation under the Acquisition Loan is paid and Leveraged
Shares are released from encumbrance in accordance with Section 4.03(g), the
Company may use the Company Stock so released to make any and all Company
Contributions provided for in Sections 3.02(a)(2) and
3.02(a)(3)(i).  To the extent that the Company Stock released is
insufficient to make the full Company Contribution provided for in Sections
3.02(a)(2) and (a)(3)(i), the remainder of such Company Contributions shall be
made by the Company.


    
      
         


      

      
        12

        
          

        

      

      
         


        
           Section
3.02

        

      

    


    (5) Catch-up
Contributions.  Effective for Salary Reductions Contributions
made in Plan Years commencing on or after January 1, 2002, all Employees
eligible to make Salary Reduction Contributions who have attained age 50 before
the close of the Plan Year shall be eligible to make Catch-up Contributions in
accordance with and subject to the limitations of section 414(v) of the Code
(i.e., for 2002 the “applicable dollar limit” is $1,000, $2,000 for 2003, $3,000
for 2004, $4,000 for 2005, and $5,000 for 2006 and thereafter).  Such
Catch-up Contributions shall not be taken into account for purposes of Section
415 of the Code.  The Plan shall not be treated as failing to satisfy
the provisions of the Plan implementing the requirements of section 401(k)(3),
401(k)(12), 402(g), 410(b), 415  or 416 of the Code, as applicable, by
reason of the making of such Catch-up Contributions.  Catch-up
Contributions shall be made by eligible Participants by the end of each calendar
year for such year.  Catch-up Contributions shall be treated as Salary
Reduction Contributions for purposes of Sections 3.02(a)(1) and 4.03(a) and
allocated to Participants’ Salary Reduction Contribution Accounts but shall not
be eligible for Company matching contributions pursuant to Sections 3.02(a)(2)
and 4.03(c).  Catch-up Contributions shall not be considered Salary
Reduction Contributions for purposes of the Average Deferral Percentage test of
Section 7.05 of the Plan, and shall not be included in the calculation of
applicable 415 limits or 404 deduction limits.  The determination of
whether a Salary Reduction Contribution shall be treated as a Catch-up
Contribution shall be made at the end of the Plan Year.

    (b) Payment of
Contributions.  The Company shall pay the contributions under
Section 3.02 above, to the Trustee in such amounts and at such times as the
Company may determine to be desirable to further the purposes of the
Plan.  Normally, Company matching contributions shall be made on a
monthly basis.  However, in no event shall such Company matching
contributions be made with respect to a Plan Year later than the due date
(including extensions) of the Company's federal tax return for the fiscal year
of the Company during which the Plan Year ends.  Salary Reduction
Contributions for Participants shall be paid to the Trustee as soon as they can
be reasonably segregated from the Company’s general assets, but in no event
later than the fifteenth (15th)
business day of the month following the month in which such amounts would have
been paid to Participants if no Salary Reduction had been in force.

    3.03  Reversion of
Contributions to the Company.  Consistent with Section 6.15(a),
hereof, no contributions shall revert to the Company, except
that:


    
      
         


      

      
        13

        
          

        

      

      
         


        
           Section
3.03

        

      

    


    (a) in the case of a contribution or
portion thereof which is made by the Company by mistake of fact, the amount
contributed by mistake may be returned to the Company upon its request within
one year after the payment thereof;

    (b) the Company's contributions under
Section 3.02 hereof are conditioned on qualification of this Plan under Section
401 of the Code, and if the Plan receives an adverse determination from the
Internal Revenue Service after an application has been timely filed for such
determination, such contributions shall be returned to the Company upon its
request within one year after the date of denial of qualification of the
Plan;

    (c) the Company's contributions under
Section 3.02, above, are hereby conditioned on their deductibility under Section
404 of the Code and, to the extent not so deductible (either with respect to the
tax year for which made, or, in the case of a contribution intentionally made in
excess of the current tax year's deductible amount under Section 404 of the
Code, in an appropriate subsequent tax year), such contributions shall be
returned to the Company upon its request within one year after the disallowance
of the deduction; and

    (d) in the event the Plan terminates at
a time when there are unallocated funds in a suspense account provided for by
the Plan in order to comply with the limitations under Section 415 of the Code,
any and all such funds shall be returned to the Company upon its
request.

    Notwithstanding
the foregoing, no refund shall be made from the Fund of any property or funds
otherwise subject to refund hereunder which have been distributed to
Participants or Beneficiaries.  No interest shall be paid to the
Company with respect to any refundable contribution.  In determining
the amount to be refunded pursuant to Section 3.03(a) or (c), above, the refund
shall be reduced by any net loss attributable to the contribution to be
refunded, but shall not be increased by any net gain so
attributable.

    3.04  After-Tax
Employee Contributions.

               (a)
Prior to 1987, Participants were permitted to make Voluntary After-tax
Contributions under the TRAESOP provisions of the Prior Plan which were matched
by Company TRAESOP matching contributions.

    (b) Prior to June 30, 1998, any
Participant could elect, by means of a signed writing filed with the Plan
Administrator, to make Voluntary Employee Contributions to the Plan on an
after-tax basis equal to the amount of cash dividends which actively employed
Participants have elected to have applied to purchase additional shares of
Company Stock in accordance with Section 4.04.  Voluntary Employee
After-tax Contributions are credited to a Participant's Voluntary Employee
After-tax Contribution Account Balance, and such amounts shall be one
hundred


    
      
         


      

      
        14

        
          

        

      

      
         


        
           Section
3.04

        

      

    


    percent
(100%) vested and non-forfeitable at all times.  No Voluntary Employee
Contributions or after-tax dividend reinvestment shall be permitted in the Plan
after June 30, 1998.

    3.05  Forfeitures.  All
amounts in a Participant's Salary Reduction Contribution Account Balance,
Rollover or Transferred Account Balances, Voluntary After-Tax Contribution
Account Balance, and Company Mandatory (i.e., dividend matching) and Company
Matching Contribution Account Balance shall at all times be fully vested and
non-forfeitable under the Plan.  A Participant's Additional Company
Contribution Account Balance shall be subject to the Vesting Schedule in Section
5.09, unless otherwise provided in Article V.  Non-vested amounts
treated as forfeitures or amounts from misclassification or mistake of fact
which are not otherwise returnable to the Company may be applied to pay Plan
administrative expenses or applied to reduce Company matching contributions,
then Additional Company Contributions for the year in which the forfeiture
occurs.

    3.06  Investment
of Contributions.

    (a) Generally.  All
contributions under the Plan shall be added to the Fund held by the Trustee
under the Trust Agreement, to be managed, invested, reinvested and distributed
in accordance with the Plan, the Trust Agreement and any agreement with an
insurance company or other financial institution constituting a part of the Plan
and Fund.  The management and control of the assets of the Plan shall
be vested in the Trustee designated by the Company, provided that the Company
may appoint one or more Investment Managers to manage, acquire or dispose of any
assets of the Plan.

    (b) Participant Directed
Investments.

    (i) Of Salary Reduction and
Additional Company Contribution Account Balances.  A
Participant or, in the event of a Participant’s death, a Beneficiary may direct
the investment of the Participant’s Account which consists of the Participant’s
Salary Reduction Account Balance and, effective as of April 1, 2005, Additional
Company Contribution Account Balance, in accordance with the rules and
regulations from time to time promulgated by the Administrative Committee as to
the specific investments offered and the timing and frequency of investment
changes.

    (ii)
Of  ESOP
Account Balances.

    (1) On and After January 1,
2007.  Notwithstanding anything in the Plan to the contrary,
effective as of January 1, 2007, any Participant or alternate payee with an
Account under the Plan, and any Beneficiary of a deceased Participant, shall
have the right to diversify that portion of his


    
      
         


      

      
        15

        
          

        

      

      
         


        
           Section
3.06

        

      

    


    or her
Company Stock Account into any other investments offered by the Plan (consisting
of not fewer than three other diversified investment options with materially
different risk and return characteristics), in the same manner and with the same
frequency as other investment transfers that are permitted under the Plan, as
follows:

    (A) that portion of such ESOP Account
Balance attributable to elective deferrals, employee after-tax contributions,
and rollover contributions, if any, including earnings thereon shall be
immediately diversifiable; and

    (B) that portion of such ESOP Account
Balance attributable to Company contributions (including earnings thereon) shall
be diversifiable if the Participant has completed at least three years of
Vesting Service. The diversification right under this subparagraph (b)(ii) shall
also apply with respect to any alternate payee who has an Account under the Plan
attributable to any Participant who has completed at least three years of
Vesting Service, and shall apply to any Beneficiary of a deceased
Participant.

    The
provisions of this Section 3.06(b)(ii)(1) shall supersede Sections 5.08(e) and
9.07 as of January 1, 2007. This right of diversification shall exist so
long as the Company Stock is publicly traded on an established securities
market.  Such right of diversification shall be subject to such
restrictions as the Administrative Committee may impose from time to time as
part of the Company’s securities laws compliance policies. For example, and not
by way of limitation, such right shall not apply (i) to Participants during
periods in which they are prohibited from trading in Company Stock in connection
with the release of the Company’s quarterly earnings, interim earnings guidance
or other potentially material information, or during any event specific blackout
period; or (ii) during any blackout period imposed by the Plan (e.g., for
changes in record keepers or plan investments); or (iii) to insiders during any
blackout period imposed under Section 306(a) of the Sarbanes-Oxley Act of
2002.

    Effective
as of April 1, 2007 or such later date as may be provided by Treasury
regulations or other guidance, individuals who have diversified out of Company
Stock shall be permitted to redirect such investment back into Company Stock in
accordance with the terms and conditions of such
guidance.  Notwithstanding the foregoing, prior to April 1, 2007 or
such later


    
      
         


      

      
        16

        
          

        

      

      
         


        
           Section
3.02

        

      

    


    date as
may be provided by Treasury regulations or other guidance, such individuals
shall not be permitted to re-direct their investment back into Company Stock
once they have diversified out of such investment.

    (2) Prior to January 1,
2007.  Effective as of January 1, 1999 and prior to July 1,
2002, any Participant who has been a Participant in the Plan for at least five
(5) years, may elect to diversify the investment of up to 25% of the then dollar
value in his ESOP Account (as defined in the Glossary) from Company Stock to the
other investment options available under the terms of the
Plan.  Effective as of July 1, 2002 and prior to January 1, 2007, the
percentage diversifiable under this subsection shall increase to 40% (from
25%).  In the event such a Participant is deceased, his Beneficiary
shall have such right of diversification.  This right of
diversification is in addition to the rights afforded Participants under Section
9.07 of the Plan. The Participant may transfer the diversified portion of his
ESOP Account with the same frequency and manner, and in accordance with the same
rules as are applicable generally to Participant directed investments under the
Plan.  Notwithstanding the foregoing, the Participant may not elect to
redirect investment of his ESOP Account Balance back into Company Stock, except
that the Participant shall have the rights accorded him under Section 6.04 to
receive a distribution of his ESOP Account, including any portion diversified
under this Section 3.06(b)(ii)(2) (but not under Section 9.07), in Company Stock
with fractional shares paid in cash upon his termination of service.
Notwithstanding anything in this Section 3.06(b)(ii), it is the intent of the
Company that the ESOP portion of the Plan remain primarily invested in Company
Stock.  The Company may take any and all actions necessary to the
extent that such diversification threatens to cause the ESOP portion of the Plan
to fail to be invested primarily in Company Stock.  This Section
3.06(b)(ii)(2) shall be superseded by Section 3.06(b)(ii)(1) as of January 1,
2007.

    (iii)
Status of Plan under
Section 404(c) of ERISA.  By virtue of the Participant directed
investments in this
Section 3.06(b)(i) and (ii), the Plan is intended to constitute a plan described
in Section 404(c) of ERISA and the final regulations issued
thereunder.  As such, the fiduciaries of the Plan may be relieved of
liability for any losses that are the direct and necessary result of investment
instructions given by the Participant (or Beneficiary).  However, the
Participant or Beneficiary shall not be deemed to be a 


    
      
         


      

      
        17

        
          

        

      

      
         


        
           Section
3.06

        

      

    


    Plan
fiduciary by reason of the exercise of control over the investment of his
Account.  Participant investment directions shall be subject to such
rules and regulations as to the timing and frequency of investment changes,
limitations, allocations of expenses and other aspects of Plan investment as the
Investment Committee may from time to time establish in writing.  The
Company may change the types of investments offered from time to time, and may
add or delete any particular investment option by resolution of the Board of
Directors or the Investment Committee if so authorized by the
Board.

    (iv)
Restrictions on
Insiders.  Any election by an officer of the Company to (a)
transfer money out of  Company Stock in the Plan into another
investment offered under the Plan, (b) invest in Company Stock under the Plan,
or (c) receive a cash distribution from Common Stock in the Plan, shall be
automatically ineffective and void if (i) it would involve the acquisition or
disposition of one or more shares of Company Stock in a Discretionary
Transaction, and (ii) the officer attempting to make the election has engaged in
a Discretionary Transaction, under the Plan or any other employee benefit plan
of the Company, involving the acquisition or disposition of one or more shares
of Company Stock within the six-month period immediately preceding the date of
such attempted election.

    A
“Discretionary Transaction” means any transaction pursuant to the Plan or any
employee benefit plan of the Company that is made at the volition of a
Participant, other than a transaction made in connection with the Participant’s
death, disability, retirement or termination of employment, or a transaction
that is required to be made available to the Participant pursuant to the terms
of the Code or applicable regulations.  Transfers by Restricted
Participants of funds out of, or into, Company Stock in the Plan may be made
only with the approval of the Company and in accordance with applicable
securities regulations and may not be made via telephonic transfer
instructions.  The restrictions contained in this subsection apply to
transfers among investment funds, investment and reinvestment, withdrawals, and
distributions affecting a Participant’s Company Stock
Account.  Effective as of January 1, 2007, in addition to the
foregoing restrictions of this subsection, any election by a Participant to (a)
transfer out of Company Stock in the Plan into another investment offered
thereunder, (b) invest in Company Stock under the Plan, or (c) receive a cash
distribution shall be ineffective during any ‘blackout’ period in which such
Participant is prohibited from effecting such transaction due to restrictions
imposed by the Company as part of the Company’s securities laws compliance
policies.


    
      
         


      

      
        18

        
          

        

      

      
         


        
           

        

      

    


    3.07  Valuation of
Company Stock.

    (a) For Purposes of
Acquisition.  In determining the value of Company Stock
contributed as Company Contributions, and in determining the price at which the
Trustee shall purchase Company Stock from the Company, the value of Company
Stock as of a date shall be computed on the basis of the average of the closing
prices of the Shares, as reported on the composite tape for New York Stock
Exchange listed securities, for the five (5) consecutive trading days
immediately preceding such date.

    (b) For Purposes of
Allocation.  In determining the value of Company Stock being
allocated to Participants' Accounts, including the value of Company Stock being
allocated as it is released from the Loan Suspense Account, the value of Company
Stock as of such allocation date shall be computed on the basis of the average
of the closing prices of the Shares, as reported on the composite tape for the
New York Stock Exchange listed securities for the five (5) consecutive trading
days immediately preceding such allocation date.

    (c) For Purposes of
Disposition.  With respect to distributions which are to be
made to Participants in cash, that portion or all of the vested Account Balances
of (1) Participants terminating during a Plan Year and electing a cash
distribution and (2) Participants electing a cash distribution of Shares of
Company Stock subject to diversification, shall be liquidated by the Plan
Trustee as soon as administratively practicable but not later than sixty (60)
days following the close of the Plan Year in the case of (1) above and (ii)
during the second quarter following the close of the Plan Year, in the case of
(2) above.  The amount to be distributed to each Participant shall
equal the net proceeds of all Company Stock sales transacted by the Trustee on
account of distributions on the date in question, divided by the number of whole
and fractional shares of Company Stock then being cashed out of Participants'
Accounts.

    3.08  Expenses of
Plan Amendment and Administration.  The expenses of amending,
restating and administering the Plan and Fund shall be paid by the Fund, to the
extent not paid directly or reimbursed by the Company. The Company may advance
funds to the Plan for the payment of Plan ordinary operating and administrative
expenses, and shall be entitled to be reimbursed therefor from the Plan without
interest.  Administrative expenses include fees and expenses of the
Fiduciaries of the Plan for the performance of their duties under the Plan,
reasonable fees and expenses of any legal counsel, accountant, actuary or agent
for authorized services rendered in respect of the Plan and all other proper
charges and disbursements in respect of the Plan (including settlements of
claims or legal actions approved by legal counsel to the Plan), to the extent
that such


    
      
         


      

      
        19

        
          

        

      

      
         


        
           Section
3.08

        

      

    


    expenses
are not incurred in connection with settlor decisions; provided, however, that
reasonable expenses incurred in the implementation of settlor decisions by the
Plan Fiduciaries may be paid by the Fund.  Administrative expenses
that may be paid by the Fund generally would include, without limitation, those
reasonable expenses related to (i) the submission of the Plan to the
Internal Revenue Service for a determination letter; (ii) the amendment of the
Plan to comply with changes in the law or applicable regulations; (iii) routine
nondiscrimination testing; and (iv) preparation and distribution of benefit
statements, annual reports, summary annual reports, and summary plan
descriptions.  All expenses directly or indirectly caused or incurred
as a result of individual investment direction shall be paid from and constitute
a charge against the respective account of a Participant requesting such
individual investment direction.  Effective with respect to Plan Years
beginning on and after January 1, 2008, the Plan Administrator, may, in its
discretion, implement a policy whereby each Participant in the Plan (including,
and/or limited to, terminated vested Participants) may be charged a reasonable
administrative fee on a per capita or pro-rata basis, as determined by the Plan
Administrator,  for recordkeeping and other administrative services,
which fee may be changed from time to time as the Plan Administrator may
determine in a uniform and nondiscriminatory manner.  Such fee shall
be in addition to any investment management fees, commissions and other expenses
that each investment fund may incur and that may be charged to the accounts of
participants exercising their option to invest in such
fund.  Effective with respect to Plan Years beginning on and after
January 1, 2008, the Plan Administrator, may, in its discretion, implement a
policy whereby reasonable expenses associated with the determination of QDRO
status shall be chargeable directly to the Participant whose account is the
subject of such QDRO; provided, however, that the terms of a QDRO may provide
that the assigned benefit be reduced by all or a portion of the amount charged
to the Participant by the Plan for such determination. The members of the
Administrative Committee, Investment Committee, Review Committee and any other
committee permitted under this Plan shall serve without compensation for their
services as such, but shall be reimbursed by the Company for all necessary
expenses incurred in the discharge of their duties.

    3.09  Fund is Sole
Source of Benefits.  The Fund shall be the sole source of
benefits under the Plan.  Neither the Company nor any other Fiduciary
of the Plan guarantees the Fund in any manner against investment loss or
depreciation in asset value or assumes any liability or responsibility for
payment out of its or his own assets of any benefits promised under the Plan.
Each Participant, Beneficiary or other person who shall claim the right to any
payment under or in respect of the Plan shall bear all risk in connection with
any decrease in the value of the assets


    
      
         


      

      
        20

        
          

        

      

      
         


        
           Section
3.09

        

      

    


     of
the Fund or in their Account Balance.  Any Participant, Beneficiary or
other person claiming any benefit under or in respect of the Plan shall be
entitled to look only to the Fund for such payment and, unless otherwise
required by applicable law, shall not have any right, claim or demand therefor
against the Company or any other Fiduciary of the Plan.

    3.10  Transfers.  With
the written permission of the Plan Administrator, to be determined in its sole
discretion, and without regard to the limitations imposed under Article VII, the
Plan may directly receive a transfer of all or part of the entire amount
distributable on behalf of a Participant from a pension or profit sharing or
stock bonus plan meeting the requirements of Internal Revenue Code Section
401(a), pursuant to the terms of an elective transfer as provided in Section
1.411(d)-4, Q&A(3) of the Treasury Regulations.  Likewise, the
Company may receive direct transfers representing assets of any predecessor
plan.  In its sole discretion, the Plan Administrator may refuse to
permit transfers from any plan subject to Sections 401(a)(11) or 417 of the
Code, but, if permitted, such transfers (and income thereon) shall be separately
accounted for.  Transfers may be invested in any manner authorized
under the provisions of this Plan or may be segregated and invested separately
according to the provisions of the transferor plan.  Transfers (and
the income thereon) shall continue to be subject to the distribution
restrictions of Treas. Regulation §1.401(k)-1(d), to the extent
applicable.

    3.11  Suspension
of Salary Reduction Agreements.  The following provisions shall
apply with respect to suspension of Salary Reduction Agreements.

    (a) Elective
Suspension.  An Active Participant may elect to suspend his Salary
Reduction Agreement by filing a written notice thereof with the Plan
Administrator at any time in accordance with administrative procedures then in
place.  Such notice shall be effective as soon as administratively
feasible following the filing of the notice of suspension with the Plan
Administrator.

    (b) Suspension for
Leave.  A Participant who is absent from employment on account of an
authorized leave of absence or military leave shall have his Salary Reduction
Agreement suspended during such leave.  Such suspension of
Contributions shall be effective on the date payment of Compensation by the
Company to him ceases, and shall remain in effect until payment of Compensation
is resumed.

    (c)  Resumption of Contributions.  At the
expiration of the suspension period described in (a) and (b) above, the
Participant's Salary Reduction Agreement shall automatically become effective
again and such applicable contributions shall be resumed on behalf of the
Participant.


    
      
         


      

      
        21

        
          

        

      

      
         


        
           Section
3.11

        

      

    


    ARTICLE
IV

    ALLOCATIONS AND ACCOUNT
BALANCES

    4.01  Books and
Records to Show Account Balances.   The Plan Administrator
shall maintain, or cause to be maintained, books and records in such a manner as
to allow a determination of the Company's contributions and each Participant's
Account Balance (including the number of Shares each Participant is entitled to
under the Plan and the data used in computing such Account
Balance).

    4.02  Separate
Accounts Maintained.  In connection with the administration of
the Plan, separate accounts shall be maintained to record (a) Salary Reduction
Contributions made on behalf of Participants under the 401(k) savings feature of
the Plan; (b) the Company Stock Contributions made to the Prior Plan by the
Company; (c) the Company Stock Contributions made to the Prior Plan by the
Participant; (d) each Participant’s Additional Company Contributions
Account Balance, Company Matching Contribution Account Balance, Company
Mandatory Contribution Account Balance, Voluntary After-tax Contribution
Account, and Transfer Account Balance, if any; (e) the Acquisition Loan Suspense
Account Leveraged Share balance; and such other or different account balances or
amounts as the Plan Administrator may determine to be appropriate from time to
time.  Except as provided in Section 3.10, above, the establishment
and use of such accounts shall not require a segregation of fund assets, all of
which may be administered as a single trust, nor vest in any Participant any
right, title or interest in any specific assets of the fund.

    4.03  Allocation
of Contributions.  Subject to such different allocation as may
be required by the terms of any order of a court of competent jurisdiction, the
Top-Heavy provisions of Article VIII hereof, the annual additions limitations of
Article VII hereof, contributions under Section 3.02 hereof and forfeitures
under Section 3.05 hereof shall be allocated as provided in this
Section.  Allocations (or the rate of allocations) of contributions
(and forfeitures) shall not be discontinued or decreased because of a
Participant's attainment of any age.

    (a) Allocation of Salary
Reduction Contributions.  Salary Reduction Contributions with
respect to a Plan Year attributable to a Participant's Salary Reduction election
shall be allocated to the Participant's Salary Reduction Contribution Account
Balance no later than the 15th
business day following the end of the month in which the contribution with
respect to his Salary Reduction is made.


    
      
         


      

      
        22

        
          

        

      

      
         


        
           Section
4.03

        

      

    

     

    (b) Allocation of Additional
Company Contributions.  Additional Company Contributions shall
be allocated to the Additional Company Contribution Account Balance of those
Participants who are eligible to receive such contributions as set forth in
Section 3.02(a)(3)(ii).

    (c) Allocation of Company
Matching Contributions.  Company matching contributions, if
any, made by the Company with respect to a Plan Year, shall be allocated to the
Company Matching Contribution Account Balances of those Participants who elect
to have Salary Reduction Contributions made with respect to such Plan Year in
accordance with Section 3.02(a)(2) based upon the amount of such Participant's
Salary Reduction Contributions for such Plan Year, provided, however, that
effective for Plan Years commencing on or after January 1, 2002, the portion of
the Participant’s Salary Reduction Contributions determined to be Catch-up
Contributions in accordance with Section 3.02(a)(5) hereof and section 414(v) of
the Code, shall be disregarded when allocating Company matching contributions
for the Plan Year.

    (d) Company Mandatory
Contributions.  Company mandatory contributions, made by the
Company with respect to a Plan Year shall be allocated to the Company Mandatory
Contribution Account Balance of each Participant who was eligible to receive
such allocation in accordance with Section 3.02(a)(3)(i).

    (e) Allocation of
Forfeitures.  With respect to a Plan Year, forfeitures that are
not returnable to the Company shall be applied to pay Plan administrative
expenses and/or reduce Company contributions in accordance with Section
3.05.

    (f) Additional Allocation
Rules.  Any portion of a contribution or forfeiture that is
insufficient to purchase an additional Share of Stock shall be handled in such
nondiscriminatory manner as the Plan Administrator shall determine.

    The amount of the Company's
contributions and forfeitures allocated to a Participant under this Section
shall be added to such Participant's Account Balance as of the end of the Plan
Year and the resulting balance shall constitute that portion of such
Participant's Account Balance derived from Company contributions and forfeitures
until the same is re-determined, reduced by distribution or otherwise changed in
accordance with the provisions of the Plan.

    (g) Allocation of Leveraged
Shares Released from Loan Suspense Account.  Shares of Company
Stock that are acquired with an Acquisition Loan as provided in Article IX
("Leveraged Shares") shall be initially credited to a Loan Suspense Account and
shall be allocated to Participants' Account Balances only as payments of
principal and


    
      
         


      

      
        23

        
          

        

      

      
         


        
           Section
4.03

        

      

    


    interest
on any Acquisition Loan are made.  The number of Leveraged Shares to
be released from the Loan Suspense Account for allocation in accordance with the
provisions of Section 4.03(c) and (d) of this Section as determined by the
Company shall be based upon the ratio that the payments of principal and
interest on the Acquisition Loan for that Plan Year bears to the total projected
payments of principal and interest over the duration of the Acquisition Loan
period.  Leveraged Shares released from the Loan Suspense Account
shall be allocated first (i) to the Company Matching Contribution Account
Balance of Participants electing Salary Reduction Contributions in such amounts
as are necessary to make the Company matching contributions required by Section
3.02(a)(2) and, to the extent that released Shares remain to be allocated, then
(ii) to the Company Mandatory Contribution Account Balance of Eligible
Participants as required by Section 3.02(a)(3)(i). To the extent that the
Leveraged Shares so released are insufficient to make the full Company matching
contribution and/or mandatory contribution, the Company shall make the remainder
of such matching contribution and/or mandatory contribution in accordance with
Section 3.02(a).

    (h) Allocation of Reinvested
Dividends.  Those dividends on Company Stock which, prior to
July 1, 1998, are reinvested by Participants in shares of Company Stock in
accordance with Section 4.04 below shall be allocated to the Voluntary Employee
After-tax Contribution Accounts of Participants electing dividend reinvestment
as soon as administratively feasible following the reinvestment of the dividend
paid, but in no event later than 90 days following the close of the Plan Year to
which the dividend relates.

    4.04  Allocation
of Accruals; Application of Dividends.

    (a) Distribution of Dividends in
Cash; Election to Reinvest Prior to July 1, 1998.  Cash
dividends on shares held by the Trustee and allocated to the Account Balances of
Participants in whole or in part shall, in accordance with Section 404(k) of the
Code, be paid directly to Participants, or paid to the Trustee and then
distributed to Plan Participants on a current basis as soon as practical but no
later than ninety (90) days after the close of the Plan Year in which such
dividends are paid, unless, prior to July 1, 1998, the Participant elects to
have such distributed cash dividends used instead to purchase additional shares
of Company Stock to be allocated to the Participant's Account.  The
ability to elect to have dividends applied to purchase shares of Company Stock
is restricted to those Participants who are actively employed by the Company at
the time the dividend reinvestment election is filed.  If, prior to
July 1, 1998, the Participant elects to have the cash dividends used to
purchase additional Shares of Company Stock, the Participant shall be deemed to
have elected to receive the distribution of dividends in cash and to have
further


    
      
         


      

      
        24

        
          

        

      

      
         


        
           Section
4.04

        

      

    


    elected
to contribute such cash to the Plan as a Voluntary Employee After-Tax
Contribution.  Such election shall be made in writing annually in
advance of the Plan Year with respect to which the dividends are to be
paid.  Dividend distributions shall not be subject to the spousal
consent requirement.  If additional shares are purchased pursuant to a
Participant's election pursuant to this Section 4.04, such additional Shares
shall be allocated to the Participant's After-Tax Contribution Account Balance,
to the nearest thousandth of a Share (for record keeping purposes), on the basis
of the following ratio multiplied by such additional Shares
purchased:

    Amount of Participant's Cash
Dividend Repurchase Election

    Total
amount of all Participants' Cash Dividend Repurchase Elections

    


    (b) Distribution of Dividends,
and Rules Governing Reinvestment on or after July 1, 1998.

    (1)
Effective as of June 30, 1998, and prior to February 1, 2003, the dividend
reinvestment feature of the Plan was eliminated and dividends paid thereafter on
shares of Company Stock allocated to Participants’ Accounts were distributed in
cash to Participants.

    (2)
Effective as of February 1, 2003, with respect to dividends declared and paid
after that date, the following rules shall apply.

    (i) Such
dividends will automatically be reinvested in shares of the Company Stock Fund,
unless the Participant (or in the event of the Participant's death, his
Beneficiary) elects, in accordance with uniform and non-discriminatory
procedures adopted by either the Administrative or Investment Committee, to have
such dividends directly paid to such Participant (or in the event of the
Participant's death, to his Beneficiary) within 90 days after the end of the
Plan Year in which the dividend is paid, all in accordance with Code Section
404(k) and guidance issued thereunder.  Regardless whether such
dividends are reinvested, or paid to the Participant (or Beneficiary, as
applicable), the Company shall be entitled to deduct the amount of the dividends
(but not any earnings on such dividends earned while in the
Plan).   A Participant shall at all times be deemed vested in any
dividends allocated to his Account, with respect to which he is offered the
foregoing reinvestment and distribution election.


    
      
         


      

      
        25

        
          

        

      

      
         


        
           Section
4.04

        

      

    


    (ii) In
order for the dividend reinvestment election to be effective:

    (a)
Participants must be given a reasonable opportunity before the dividend is
reinvested to elect to have the dividend paid directly in cash, rather than have
it reinvested in the Company Stock Fund;

    (b)
Participants must have a reasonable opportunity to change their dividend
reinvestment election at least annually; and

    (c) if
there is a change in the Plan terms governing the manner in which dividends are
paid or distributed to Participants, Participants must be given a reasonable
opportunity  to make an election under the revised Plan terms prior to
the date on which the first dividend subject to the new Plan terms is paid or
distributed.

    (iii) No
dividends paid or reinvested as provided for above shall be treated as annual
additions under Code Section 415, or as Salary Reduction Contributions or
Voluntary After-tax Contributions subject to Code Sections 410(k), 402(g) or
401(m).

    (c) Application of Dividends on
Leveraged Shares to Repay Acquisition Loan.  All dividends on
Leveraged Shares that are held by the Trustee in the Loan Suspense Account shall
be used by the Trustee (together with Company contributions and the proceeds
from the sale, exchange or disposition of such Leveraged Stock) to make debt
service payments in accordance with Section 404(k) of the Code and Section
4.03(f) of the Plan.

    (d) Stock Splits; Stock
Dividends.  Any Shares received by the Trustee as a stock split
or stock dividend with respect to Shares held in the Account Balances of
Participants shall be allocated to their respective Account
Balances.  In the event any rights, warrants, or options are issued on
the Shares, the Trustee on behalf of Participants shall sell them and invest the
proceeds in Employer Shares, which shall be equitably allocated to each
Participant's Account Balance on the basis of the ratio of the Shares in each
such Account Balance to the total Shares in all Participants' Account
Balances.

    4.05  Valuation
and Allocation of the Fund.  The Plan Administrator shall
revalue at current fair market value and allocate the Fund as of the end of each
Plan Year. In its discretion, it may so revalue and allocate the Fund as of any
other date, including on a daily basis. Such revaluation shall be done
separately for each sub-account, such sub-accounts consisting of Salary
Reduction Contributions, Additional Company Contributions, Company matching
contributions, Company mandatory contributions and other sub-accounts
established.  All income earned, expenses


    
      
         


      

      
        26

        
          

        

      

      
         


        
           Section
4.05

        

      

    


    incurred
and profits and losses realized and unrealized with respect to each Participant
directed investment during the period since the last valuation shall be
determined in accordance with acceptable account methods reasonably and
consistently applied and shall be added to, or deducted from the Account of each
Participant, based on the amount in each Participant directed investment as of
the preceding valuation date, plus contributions to a Participant’s Account
allocated to such Participant directed investment during the period since the
preceding valuation date weighted in a reasonable and consistent
manner.  Before allocation, the Accounts of Participants shall be
reduced by any payments made therefrom. For purposes of revaluing and allocating
the Fund, any annuity contracts or life insurance policies held under the Plan
shall not be included, but shall be treated as segregated assets the value of
such shall be added to the Account Balances of the Participants whose benefits
are to be paid in whole or part through such contracts or
policies.  If any contributions or other amounts are credited to the
Account Balance of a Participant between revaluation dates, the Plan
Administrator, in its discretion and in accordance with uniform and
nondiscriminatory procedures, may direct that such contributions or amounts be
separately invested and treated as segregated assets (the earnings on which, if
any, will be credited to the Participant's Account Balance) until the next
revaluation date.  Similarly, the Plan Administrator may in its
discretion determine the earnings, if any, attributable to unallocated
contributions and may allocate such earnings as part of the contributions in
lieu of allocating such earnings as part of the general allocation of the
revalued Fund

    For the purpose of determining the
value of Stock contributed as Company Contributions, and for the purpose of
determining the price at which the Trustee shall purchase Company Stock from the
Company, the value of Company Stock as of a date shall be computed on the basis
of the average of the closing prices of the Shares, as reported on the composite
tape for New York Stock Exchange listed securities, for the five (5) consecutive
trading days immediately preceding such date.

    4.06  Account
Balance Subject to Change Until Distributed.  A Participant's
Account Balance shall remain subject to revaluation and other change in
accordance with the provisions of the Plan until actually distributed from the
Fund to the Participant or Beneficiaries.

    



    
      
         


      

      
        27

        
          

        

      

      
         


        
           Section
5.01

        

      

    


    ARTICLE
V

    BENEFITS AND
VESTING

    5.01  Benefits Are
Based on Account Balances.  The Plan is a combined 401(k) stock
bonus plan and ESOP under which a Participant's benefits depend entirely on such
Participant's Account Balance.  Plan benefits consist solely of
distributions of Account Balances.  No particular level of benefits is
guaranteed or assured under the Plan.  Any benefits provided under
this Plan which are protected benefits under Section 411(d)(6) of the Code and
Regulations thereunder shall be available to Participants (and their
Beneficiaries) without regard to Employer consent or discretion.  All
distributions under this Article V shall be subject to the securities law
restrictions concerning short-swing profits for restricted Participants
contained in Section 3.06(b)(iv) of the Plan.

    5.02  Vesting in
Account Balances.  Each Participant shall be fully vested at
all times in all of his or her Account Balances other than his Additional
Company Contribution Account.  The Participant’s Additional Company
Contribution Account Balance, if any, shall be vested in accordance with the
vesting schedule contained in Section 5.09(a).

    5.03  Normal
Retirement Benefits.  Upon retirement at the Normal Retirement
Date, a Participant's Account Balances shall be fully vested and shall be
distributed as provided in Article VI hereof.

    5.04  Early
Retirement Benefits.  The Plan does not provide for a
retirement date earlier than a Participant's Normal Retirement
Date.

    5.05  Deferred
Retirement Benefits.  Any Participant employed by the Company
beyond such Participant's Normal Retirement Date shall be fully vested in such
Participant's Account Balances, which shall be distributed as provided in
Article VI hereof upon actual retirement or at such earlier date as may be
required for payments to begin by the Participant's Required Beginning
Date.  A Participant continuing as an Employee following such
Participant's Normal Retirement Date shall continue to be eligible to qualify
for Company Mandatory, Company Additional and Company matching contributions and
revaluations of the Fund under Article IV hereof made while such Participant is
still an Employee and a Participant.  Unless otherwise determined
under Section 6.02 hereof, deferred retirement payments will commence no later
than a Participant's Required Beginning Date and generally on or as soon after
the Participant's actual retirement date as administratively
feasible.

    5.06  Disability
Retirement Benefits.  Upon retirement on account of Permanent
Disability, a Participant's Account Balances shall be fully vested and shall be
distributed as provided in Article VI hereof.  Unless
otherwise


    
      
         


      

      
        28

        
          

        

      

      
         


        
           Section
5.06

        

      

    


    determined
under Section 6.02 hereof, disability retirement payments will commence on or as
soon after the Participant's disability retirement date as administratively
feasible.

    5.07  Death
Benefits.

    (a) Death While Employed by
Company.  Upon death while employed by the Company or a Related
Employer, a Participant's Account Balances shall be fully vested and shall be
distributed in full to the Beneficiary designated as provided in Article VI
hereof.  Unless otherwise determined under Section 6.02 hereof, death
benefit payments will commence on or as soon after the Participant's death as
administratively feasible.

    (b) Death After Employment Has
Ended.  Upon death after employment with the Company or Related
Employers has ended, the Participant's vested Account Balances, if any, shall be
distributed in full to the Beneficiary designated as provided in Article VI
hereof.  Unless otherwise determined under Section 6.02 hereof, death
benefit payments will commence on or as soon after the Participant's death as
administratively feasible.

    5.08  Benefits
Before Termination of Employment. Benefits assigned to an alternate payee
under a qualified domestic relations order may be distributed to such alternate
payee, in accordance with Section 6.17(g), below, prior to the date the
Participant terminates employment with the Company. If a Participant qualifies
for a distribution under the following provisions of this Section, requests such
distribution by a signed writing filed with the Plan Administrator and the Plan
Administrator in its discretion approves the same, then distributions may be
made in accordance with the following provisions while the Participant remains
employed.  Distributions under this Section shall be subject to
uniform and nondiscriminatory rules and procedures (which, among other things,
may limit the number of withdrawals per year, set maximum or minimum withdrawal
amounts, and specify required information to be provided) approved by the Plan
Administrator in its discretion from time to time.

    (a) Distribution of Voluntary
Contributions.  A Participant may receive a distribution of
some part or all of his Voluntary After-Tax Contributions made to the Plan by
filing a signed, written request for such distribution with the Plan
Administrator.  Distribution shall be first made from that portion of
the Participant’s Voluntary After-Tax Contribution Account that was attributable
to matched TRAESOP Participant contributions, and then from that portion of the
Voluntary After-Tax Contribution Account Balance that is attributable to
reinvested dividends. Distributions under this Section 5.08(a) shall be subject
to uniform and nondiscriminatory rules and procedures (which, among other things
may limit the number of withdrawals per year and set maximum or minimum
withdrawal amounts) approved by the Plan Administrator in its discretion from
time to time.  Distributions under


    
      
         


      

      
        29

        
          

        

      

      
         


        
           Section
5.08

        

      

    


    this
section shall be made on or as soon after the distribution date requested by the
Participant as administratively feasible, and shall be made from and charged to
the Voluntary After-Tax Contribution Account Balance of the
Participant.

    (b) Distribution of
TRAESOP/PAYSOP Shares for Good Cause.  A Participant may, prior
to his termination of employment by the Company, request a distribution of
TRAESOP and PAYSOP Shares from his or her Account Balance.  A
distribution prior to termination of employment shall be permitted only if the
Participant furnishes evidence satisfactory to the Plan Administrator that the
distribution is for good cause and may not include any TRAESOP or PAYSOP Shares
allocated to Participant's Account from the Prior Plan less than eighty-four
(84) full calendar months before the date of the distribution, nor shall it
include any Shares acquired through dividends declared on such TRAESOP and
PAYSOP Shares, Shares purchased with matching contributions , Shares purchased
with Company mandatory contributions, or amounts attributable to Salary
Reduction Contributions.  For the purpose of this Section, "good
cause" shall mean a need for financial assistance in meeting obligations
incurred or to be incurred with respect to the health, education, or welfare of
the Participant or a member of his or her immediate family, or with respect to
an accident or casualty to person or property suffered by such Participant or a
member of his or her immediate family, as determined by the Plan Administrator
in its sole discretion.  The Plan Administrator shall consider the
application of the Participant and act on such application according to
standards and rules uniformly applicable to all Participants similarly
situated.  Distributions pursuant to this Section 5.08(b) shall be
made at such times and in such manner as the Plan Administrator shall determine;
provided, however, that
distributions shall be made only in whole Shares.

    (c) Age 59 1⁄2
Distribution.  If the Participant is Age 59-1/2 or over, his
entire Salary Reduction Account Balance may be distributed, as of the Valuation
Date immediately following the Participant’s timely delivery of a request for
distribution.

    (d) Hardship
Distributions.  If the distribution qualifies as a Hardship
Distribution (as defined in the Glossary), then contributions made as a result
of a Salary Reduction Agreement by the Participant, but not earnings credited
thereon after December 31, 1988, may be distributed regardless whether the
Participant has reached age 59 1⁄2.  Withdrawals made in accordance with
this section may not be repaid.  Before obtaining a Hardship
Distribution, a Participant, if eligible, shall be required to request a loan
pursuant to Section 5.12.  If a Participant receives a Hardship
Distribution, Salary Reduction Contributions shall be suspended for the twelve
(12) month period


    
      
         


      

      
        30

        
          

        

      

      
         


        
           Section
5.08

        

      

    


    following
the date of the Hardship Distribution, and for Hardship Distributions made after
December 31, 2001, Salary Reduction contributions shall be suspended for the six
(6) month period following the date of the Distribution. With respect only to those
Hardship Distributions made prior to January 1, 2002, when salary contributions
resume, the Salary Reduction Agreement may not provide for Salary Reduction
Contributions for the taxable year in which the Salary Reductions commence in
excess of the applicable dollar amount specified in Code Section 402(g) reduced
by the amount of such Participant's Salary Reduction Contribution for the
taxable year of the Hardship Distribution. Unless otherwise determined under
Section 6.02 hereof, payments under this Section will commence on or as soon
after the distribution date requested by the Participant as administratively
feasible.  Distributions shall be made from and charged to the Account
Balance of the Participant.  Effective with respect to Plan Years
beginning on and after January 1, 2006, to the extent that a Participant is
entitled to choose between receiving dividends on qualifying employer securities
in cash or reinvesting such dividends under Section 4.04(b)(2) of the Plan, a
Participant seeking a hardship distribution must, prior to taking such a
distribution, elect to receive such dividends in cash, in accordance with Treas.
Reg.  §1.401(k)-1(d)(3)(iv)(E).

    (e) Distribution or Reinvestment
of Post-1986 Allocated Shares Subject to
Diversification.  Effective with respect to Shares of Company
Stock allocated to Participants' Account Balances after December 31, 1986
("post-'86 allocations") as a result of Company contributions, Participants who
have both reached age 55 and completed ten years of Plan participation
("Qualified Participants") shall, prior to January 1, 2007, have the right, by
end of the ninetieth (90th) day following the close of each Plan Year during
such Participant's applicable "qualified election period" as hereinafter
defined, to direct that twenty-five percent (25%) of such Participant's post-'86
allocations (fifty percent (50%) in the case of the last year to which such
election applies) be (i) distributed either in cash or in whole shares of
Company Stock, with fractional shares being paid in cash, or (ii) reinvested
among the investment options from time made available under the Plan. The
post-1986 allocations available for distribution or reinvestment with respect to
each Participant’s Account Balance shall be reduced by the value of post-1986
allocations already distributed or reinvested pursuant to this Section and
Section 9.07. Distributions and reinvestments shall be made within ninety (90)
days of the last day of the period during which the election can be
made.  Distributions made in cash, rather than Company Stock, shall be
valued in accordance with Section 3.07.  A qualified Participant's
"qualified election period" shall be the six Plan Year period beginning with the
first Plan Year in which the Participant first becomes a Qualified
Participant.  The right to diversification or distribution of post
’86


    
      
         


      

      
        31

        
          

        

      

      
         


        
           Section
5.08

        

      

    


    allocations
shall be replaced in its entirety by the right of diversification available to
employees generally under Section 3.06(b)(ii), effective as of January 1,
2007.

    5.09  Benefits
Following Termination of Employment.

    (a) Vesting.  Each
Participant shall be fully vested at all times in all of his Account Balances
other than his Additional Company Contribution Account Balance.  A
Participant’s Additional Company Contribution Account Balance attributable to
the contributions provided in Section 3.02(a)(3)(ii), if any, shall be vested in
accordance with the following schedule:

    For Plan Years beginning
prior to January 1, 2007

    


    
      
        	
                Years of Vesting
      Service

              	
                Vested Percentage of
      Additional Company Contribution

                Account
      Balance

              
	
                fewer
      than 5 years

              	
                0%

              
	
                5
      or more years

              	
                100%

              


      

    

    


    For Plan Years beginning on
or after January 1, 2007

    


    
      
        	
                Years of Vesting
      Service

              	
                Vested Percentage of
      Additional Company Contribution

                Account
      Balance

              
	
                fewer
      than 2 years

              	
                0%

              
	
                at
      least 2 years, but fewer than 3 years

              	
                20%

              
	
                at
      least 3 years, but fewer than 4 years

              	
                40%

              
	
                at
      least 4 years, but fewer than 5 years

              	
                60%

              
	
                5
      or more years

              	
                100%

              


      

    

    


    Upon the earlier of (i) the
Participant’s termination of service and receipt of the distribution of the
vested portion of his Account Balance, or (ii) his incurring Five One-Year
Breaks in Service following termination of employment with the Company and all
Related Employers, any and all unvested amounts of such Participant's Additional
Company Contribution Account Balance shall be forfeited and applied in
accordance with Section 3.05 hereof.  If the Participant returns to
the service of the Company or a Related Employer prior to having incurred five
(5) consecutive One-Year Breaks in Service, that portion of the Participant's
Additional Company Contribution Account Balance that was forfeited shall be
restored either out of forfeitures arising in the year in which such Participant
returns to employment or, if such forfeitures are insufficient, by additional
Company contributions made with respect to such Year.  If a
Participant has received a distribution of the vested portion of the Account
Balances (i.e. a "Cash Out") following a Break in Service as a result of ceasing
to be an Employee, and was less than 100%


    
      
         


      

      
        32

        
          

        

      

      
         


        
           Section
5.09

        

      

    


    vested as
to the Account Balance at such time, then the Participant shall have the right
to repay to the Plan the amount of the Cash Out distribution.  Such
repayment must be made prior to the earlier of (i) five (5) years from the
individual’s rehire date, or (ii) the completion of five (5) consecutive One
Year Breaks in Service following the date of Cash Out
distribution.  If the Participant makes such repayment within the time
specified, then any non-vested portion of the Account Balance that was forfeited
will be restored either out of forfeitures in such Plan Year or, if forfeitures
are insufficient, by additional Company Contributions.

    If a distribution is made to the
Participant of some portion or all of his Additional Company Contribution
Account Balance at a time when he is less than 100% vested in such Account
Balance, either because (i) he receives a distribution upon termination of
employment or (ii) he receives an in-service distribution (if permitted by the
Plan’s terms) then, at any relevant time prior to the completion of five (5)
consecutive One Year Breaks in Service, such Participant’s vested interest in
such balance shall be determined by the formula
X = P(AB +D) x D, where “X” is the vested amount; “P”
is the vested percentage at the relevant time; “AB” is the account balance at
the relevant time; and “D” is the amount of the prior distribution.

    (b) Payment.  Payment
of vested benefits will commence as follows:

    (1) if
the present value of the Participant's vested Account Balance (excluding any
Rollover Account Balance such Participant may have with respect to Participants
terminating service on or after January 1, 2002) does not exceed Five Thousand
Dollars ($5,000), based on the most recent Plan Valuation Date, the Account
Balance shall be paid in a single sum as soon as administratively feasible
following the Participant's termination of service.  For purposes of
this subsection and the Plan, if the value of a Participant’s vested Account
Balance (including, with respect to Plan Years beginning on and after
January 1, 2006, such Participant’s Salary Reduction Contribution Account
Balance) is zero, the Participant shall be deemed to have received a
distribution of such Account Balance.  In the event of a distribution
made on or after March 28, 2005 that is greater than $1,000 but no more than
$5,000, made in accordance with the provisions of this subsection 5.09(b)(1), if
the Participant does not elect to receive the distribution directly or does not
elect to have such distribution paid directly to an eligible retirement plan
specified by the Participant under the direct rollover provisions of subsection
6.05 hereof, then the Plan Administrator will pay the distribution in a direct
rollover to an individual retirement plan (i.e., an individual
retirement


    
      
         


      

      
        33

        
          

        

      

      
         


        
           Section
5.09

        

      

    


    account
under Code Section 408(a) or an individual retirement annuity described in Code
Section 408(b)) designated by the Plan Administrator.

    (2) If
the present value of the Participant's vested Account Balance exceeds Five
Thousand Dollars ($5,000) (without taking into account any amounts in such
Participant’s Rollover Account Balance on or after January 1, 2002), the Account
Balance shall, subject to receiving the written consent of the Participant, be
paid as soon as administratively feasible following the Participant's
termination of service, based on the most recent Plan Valuation Date preceding
the date of distribution. In no event shall distribution be made later than 60
days after the close of the Plan Year in which the Participant's Normal
Retirement Date occurs.

    With
respect to distributions made on or after January 1, 2002, for purposes of this
subsection, the value of the Participant’s Account Balance shall be determined
without regard to that portion of the Account Balance that is attributable to
Rollover Contributions (and earnings allocable thereto).

    5.10  Changes in
Vesting Provisions.  The vested Account Balance of a
Participant shall be nonforfeitable and shall not be reduced by any amendment to
the Plan, unless such amendment is required or permitted by the Code or other
law.  In the event that the vesting provisions of the Plan are
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of a Participant's Account Balance vested percentage, or if the
Plan is deemed amended by the application of the Top-Heavy provisions of Article
VIII hereof, a Participant with at least three (3) Years of Vesting Service as
of the expiration date of the election period described below may elect to have
such Participant's vested Account Balance computed under the Plan without regard
to such amendment.  If a Participant fails to make such election, then
such Participant shall be subject to the new vesting provisions.  The
election period shall commence on the adoption date of the amendment and shall
end sixty (60) days after the latest of--

    (a) the adoption date of the
amendment,

    (b) the effective date of the
amendment, or

    
      	
               
      

            	
              (c)
      the date the Participant receives written notice of the amendment from a
      Plan Fiduciary.

            


    

    5.11  No Vesting
or Benefits Except As Expressly Provided.  No action by the
Company (including the establishment and maintenance of the Plan) or by any
Employee, Participant, Beneficiary, Fiduciary, or any other


    
      
         


      

      
        34

        
          

        

      

      
         


        
           Section
5.11

        

      

    


    person
shall vest in any Employee, Participant or Beneficiary any right, title or
interest in and to any Plan assets or benefits except at the times and upon the
terms and conditions and to the extent expressly set forth in the
Plan.

    5.12  Loans to
Participants.  The Plan Administrator has established a loan
program in accordance with Section 408(b)(1) of ERISA and consistent with the
provisions of this Section 5.12.  Only a Participant or Beneficiary
who (1) is a Party in Interest as defined in Section (3)(14) of ERISA, and
(2) is not a Shareholder-Employee or an Owner-Employee as defined in the
Glossary (hereinafter collectively referred to as "Eligible Borrowers") shall be
eligible to participate in the loan program.

    (a) General
Rules.  Any Eligible Borrower with a vested interest in an
Account Balance under the Plan may make an application to the Plan Administrator
for a loan. Loan applicants may be required to pay a reasonable loan processing
fee which shall be deducted from their Account Balance.  Loan
applications shall be approved or denied by the Plan Administrator within a
reasonable period of time after receipt.  Loans shall be made
available to all Eligible Borrowers on a uniform and reasonably equivalent
basis, without regard to an individual's race, color, religion, sex, age or
national origin.  In reviewing a loan application, the Plan
Administrator shall consider only those factors which would be considered in a
normal commercial setting by an entity in the business of making similar types
of loans.  Such factors may include the Eligible Borrower's
creditworthiness and financial need.  If approved, the Plan
Administrator shall direct the Trustee to make a loan to the Eligible
Borrower.  Any loan made to an Eligible Borrower shall be treated as a
segregated investment of a portion of the Eligible Borrower's Account
Balance.  Loans shall be processed and made in accordance with rules
and procedures from time to time adopted by the Plan Administrator in its
discretion.  Such rules and procedures shall be in a written document
and are hereby incorporated herein by reference.

    (b) Amount.  Loans
shall be made in amounts approved by the Plan Administrator in its discretion.
Only one loan shall be outstanding at a time.  No loan shall be for
less than One Thousand Dollars ($1,000).  No loan, when added to the
outstanding balance of all other loans from the Plan to the Eligible Borrower,
shall exceed the lesser of:

    (1) Fifty
Thousand Dollars ($50,000), reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan to the Eligible Borrower during the
one-year period ending on the day before the date the loan is made, over the
outstanding balance of loans from the Plan to the Eligible Borrower on the date
the loan is made, or


    
      
         


      

      
        35

        
          

        

      

      
         


        
           Section
5.12

        

      

    


    (2)
one-half (1/2) of the Eligible Borrower's vested Account Balance as of the
valuation date coincident with or immediately preceding the date of the
loan.

    For
purposes of this subsection 5.12(b) of the Plan, in determining the maximum
amount available for a loan, Additional Company Contributions (and the income
thereon), made in accordance with Section 3.02(a)(3)(ii) of the Plan, made on or
after April 1, 2005, shall not be taken into account.

    (c) Rate of
Interest.  All loans shall be considered a segregated
investment of the Trust Fund and shall bear a reasonable rate of interest to be
determined by the Plan Administrator taking into consideration the interest
rates being charged by regional and local banks, the prevailing prime rate and
general economic conditions.  The interest rate shall not exceed the
maximum rate allowed by state or federal law, provided, however, that the Plan
Administrator shall have no obligation to make loans during any period in which
the maximum rate allowed by state or federal law would not permit the loan to
bear a reasonable rate of interest in light of the prevailing economic
circumstances.

    (d) Term of
Loan.  Effective as of January 1, 2003, all loans, except those
loans made for the acquisition of the principal residence of an Eligible
Borrower, shall be for a maximum of four (4) years or for such shorter term as
the Plan Administrator may determine. A loan provided to acquire a dwelling unit
which within a reasonable time shall be used (as determined when the loan is
made) as the principal residence of the Eligible Borrower shall be repaid within
such reasonable time as the Plan Administrator determines, but in no event,
shall the term exceed fifteen (15) years.

    (e) Security.  All
loans shall be secured by the pledge of the Eligible Borrower's vested Account
Balance under the Plan and may be further secured by additional collateral
acceptable to the Plan Administrator if the Plan Administrator determines, in a
uniform and nondiscriminatory manner, that such additional collateral is
necessary or desirable to ensure repayment of the loan.  No more than
fifty percent (50%) of an Eligible Borrower's Vested Account Balance determined
as of the valuation date coincident with or immediately preceding the date of
the loan may be used to secure a loan.  In the event of default,
foreclosure on the note and the attachment of the Plan's security interest in an
Account Balance will not occur until a distributable event occurs under the
Plan.

    (f) Repayment.  All
loans shall provide for substantially level amortization over the term of the
loan, with payments of principal and interest made not less frequently than
quarterly, provided, however, that the Eligible Borrower may prepay the loan at
any time without penalty and the Plan Administrator may require repayment in
full


    
      
         


      

      
        36

        
          

        

      

      
         


        
           Section
5.12

        

      

    


     upon
the Eligible Borrower's termination of employment.  A loan shall be
deemed in default, and a deemed distribution of the entire outstanding loan
balance shall result, if an installment is not paid by the last day of the
calendar quarter following the calendar quarter in which the required
installment payment was due (or such earlier date as may be promulgated by the
Plan Administrator in its loan rules and procedures, and communicated to
Eligible Borrowers during the loan application process).  If an
Eligible Borrower withdraws a portion or all of such individual's vested Account
Balance or becomes entitled to payment of benefits under the Plan, such payments
or withdrawals shall first be applied toward any outstanding loan balance
(including accrued interest), with the excess, if any, being paid directly to
the individual.  To the extent permitted by law, repayments will be
suspended during a bona fide
leave of absence, either without pay from the Employer or at a rate of
pay (after applicable employment tax withholdings) that is less than the amount
of the installment payments required under the terms of the loan, although
interest will continue to accrue during these periods of
suspension.  Upon the Eligible Borrower’s return to employment, the
accrued interest will be added to his outstanding loan balance, and the
individual’s repayment schedule will be adjusted; provided that such adjustment
shall not result in an extension of the original term of the loan.  If
a leave of absence or layoff exceeds one year, the outstanding loan balance will
become immediately due and payable as of the end of the one-year
period.  If the Eligible Borrower is on leave of absence because of
qualified military leave, loan repayments will be suspended under this plan as
permitted under §414(u)(4) of the Internal Revenue Code. Accordingly, to the
extent loan repayments for any part of a period during which an Employee is
performing qualified military service are suspended, such suspension shall not
cause the loan to be a deemed distribution even if the suspension exceeds one
year and even if the term of the loan is extended.  However, the loan
will not satisfy the repayment term requirement of Code Section 72(p)(2)(B) and
the level amortization requirement of Code Section 72(p)(2)(C) unless loan
repayments resume upon the completion of such period of military service and the
loan is repaid thereafter by amortization in substantially level installments
over a period that ends not later than the latest permissible term of the loan
(i.e., four (4) or fifteen (15) years, as applicable).

    (g) Outstanding Loan Balance at
Termination of Employment.  Upon the termination of employment
of an Eligible Borrower with an outstanding loan, the outstanding balance
(including accrued interest) of any loan shall become due and must be paid no
later than the last day of the calendar quarter following the calendar quarter
in which the participant’s termination of employment occurred (or such earlier
date as may be promulgated by the Plan Administrator in its loan rules and
procedures, and communicated to Eligible Borrowers during the loan
application


    
      
         


      

      
        37

        
          

        

      

      
         


        
           Section
5.12

        

      

    


    process),
to avoid default.  If such outstanding loan balance is not repaid upon
termination (subject to any grace period described in the preceding sentence),
such amount shall be deducted from the Participant’s remaining Account
Balance.  Thus, any distribution from the Plan following the
Participant’s termination of employment shall be reduced by any outstanding loan
balance (including accrued interest) remaining unpaid. The amount of the
defaulted loan shall be taxable as a distribution, and shall be subject to the
premature distribution penalty tax contained in Section 72(t) of the
Code.

    (h) Loan Defaults While
Employed.  If a Participant fails to make an installment
payment on an outstanding loan when due and the failure continues for sixty (60)
days, the Administrator will provide the Participant written notice of his or
her right to cure the failure by making the missed payment(s) or repaying the
loan in full.  If the failure to make an installment payment is not
cured by the last day of the calendar quarter following the calendar quarter in
which the required installment payment first became due (or such earlier date as
may be promulgated by the Plan Administrator in its loan rules and procedures,
and communicated to Eligible Borrowers during the loan application process), the
loan will be in default.  The amount of principal and interest on the
loan remaining unpaid as of the date the loan defaults will be considered to be
a “deemed distribution” and will be taxable to the
Participant.  However the loan will still be required to be repaid and
interest will continue to accrue interest.  To the extent that the
loan has not be repaid by the Participant, the Plan is authorized to offset the
entire outstanding amount of the loan (including accrued interest) against the
Participant’s Account Balance at the time the Participant becomes eligible for a
distribution from the Plan.

    


    ARTICLE
VI

    PAYMENT OF
BENEFITS

    6.01  General
Rules for Payment.

    (a) General
Rules.  Benefits under the Plan shall commence as provided in
Section 6.02 hereof and shall be paid in a form permitted under Section 6.04
hereof.  Notwithstanding any provision of the Plan to the contrary,
all distributions from this Plan shall be made in accordance with Section
401(a)(9) of the Code and regulations issued thereunder, including the minimum
distribution incidental benefit requirement of Treasury Regulation Section
1.401(a)(9)-2.


    
      
         


      

      
        38

        
          

        

      

      
         


        
           Section
6.01

        

      

    


    (i) Effective
Date.  The provisions of this Section 6.01 will apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.  The provisions of Appendix C
apply for purposes of determining required minimum distributions for calendar
years prior to 2003.

    (ii)
Precedence.  The
requirements this Section 6.01 will take precedence over any inconsistent
provisions of the Plan.

    (iii)
Requirements of
Treasury Regulations Incorporated.  All distributions required
under this Section 6.01 will be determined and made in accordance with the
Treasury regulations and Code section 401(a)(9).

    (iv)
TEFRA Section
242(b)(2) Elections.  Notwithstanding the other provisions of
this Section 6.01, 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.

    (b) Time and Manner of
Distribution.

    (i) 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.

    (ii)
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 provided in subsection (b)(ii)(E) below,
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 provided in subsection (b)(ii)(E) below,
distributions to the designated Beneficiary will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant
died.


    
      
         


      

      
        39

        
          

        

      

      
         


        
           Section
6.01

        

      

    


    (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 subsection (b)(ii) will apply
as if the surviving spouse were the Participant, but the time by which
distributions must begin will be determined without regard to subsection
(b)(ii)(A).

    (E) Election to Apply 5-Year
Rule to Distributions to Designated
Beneficiaries.  Notwithstanding subsections (b)(ii)(A) and (B)
above, the Company elects to adopt the following optional
provisions.

    (1) Election to Apply 5-Year
Rule to Distributions to Designated Beneficiaries.  If a
Participant dies before distributions begin and there is a Designated
Beneficiary, distribution to the Designated Beneficiary is not required to begin
by the date specified in subsections (b)(ii)(A) or (B) above and subsection
(d)(i) below, but, if such distribution does not begin by the date specified,
the Participant’s entire interest will be distributed to the Designated
Beneficiary by December 31 of the calendar year containing the fifth anniversary
of the Participant’s death.  If the Participant’s surviving spouse is
the Participant’s sole Designated Beneficiary and the surviving spouse dies
after the Participant but before distributions to either the Participant or the
surviving spouse begin, this rule will apply as if the surviving spouse were the
Participant.

    (2) Election to Allow
Participants or Beneficiaries to Elect 5-Year
Rule.  Participants or Beneficiaries may elect on an individual
basis whether the 5-year rule, above, or the Life Expectancy rule in subsection
(d)(ii), below, 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 subsection (b)(ii)(C), above, or by September 30 of the
calendar year which contains the fifth anniversary of the Participant’s (or, if
applicable, surviving spouse’s) death.  If neither the Participant nor
Beneficiary makes an election


    
      
         


      

      
        40

        
          

        

      

      
         


        
           Section
6.01

        

      

    


    under
this paragraph, distributions will be made in accordance with subsection
(b)(ii)(E)(1).

    For
purposes of this subsection (b)(ii) and Section 6.01(d), unless subsection
(b)(ii)(D) above applies, distributions are considered to begin on the
Participant’s Required Beginning Date.  If subsection (b)(ii)(D)
applies, distributions are considered to begin on the date distributions are
required to begin to the surviving spouse under subsection (b)(ii)(A)
above.   If distributions under an annuity purchased from an
insurance company irrevocably commence to the Participant before the
Participant’s Required Beginning Date (or to the Participant’s surviving spouse
before the date distributions are required to begin to the surviving spouse
under subsection (b)(ii)(A) above, the date distributions are considered to
begin is the date distributions actually commence.

    (iii)
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 6.01(c) and 6.01(d)
hereof.  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.

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

    (i) 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 

    

      
        
           


        

        
          41

          
            

          

        

        
           


          
             Section
6.01

          

        

      

    

    regulations,
using the Participant’s and spouse’s attained ages as of the Participant’s and
spouse’s birthdays in the distribution calendar year.

    (ii)
Lifetime Required
Minimum Distributions Continue Through Year of Participant’s
Death.  Required minimum distributions will be determined under
this Section 6.01(c) beginning with the first distribution calendar year and up
to and including the distribution calendar year that includes the Participant’s
date of death

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

    (i) 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.


    
      
         


      

      
        42

        
          

        

      

      
         


        
           Section
6.01

        

      

    


    (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.

    (ii)
Death Before Date
Distributions Begin.

    (A) Participant Survived by
Designated Beneficiary.  Except as otherwise provided in
Section 6.01(b)(ii), 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 (d)(i) above.

    (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 6.01(b)(ii)(A), above, this
subsection (d)(ii) will apply as if the surviving spouse were the
Participant.

    (e) Definitions for purposes of
Section 6.01.

    (i) Designated
beneficiary.  The individual who is designated as the
Beneficiary and is the designated beneficiary under Code section 401(a)(9) and
section 1.401(a)(9)-4, Q&A-A4, of the Treasury regulations.

    (ii)
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


    
      
         


      

      
        43

        
          

        

      

      
         


        
           Section
6.01

        

      

    


    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 6.01(b)
hereof.  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.

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

    (iv)
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.

    (v) Required Beginning
Date.  The date specified in the definition of “Required
Beginning Date” in the Glossary of the Plan.

    6.02  Commencement
of Benefits.  Payment of benefits under the Plan shall commence
only after the Participant has qualified for the payment of benefits under the
provisions of Article V hereof and then:

    (a) normally will commence as of the
day determined according to the provisions of Article V hereof;

    (b) unless the Participant elects
otherwise (subject to his Required Beginning Date and the incidental benefit
rules under Treas. Reg. 1.401-1(b)(1)) shall not commence later than the
sixtieth (60th) day after the close of the Plan Year in which occurs the later
of the following events –

    (1) the Participant's Normal Retirement
Date; or

    (2) the tenth (10th) anniversary of the
year in which the Participant commenced participation in the Plan;
or


    
      
         


      

      
        44

        
          

        

      

      
         


        
           Section
6.02

        

      

    


    (3) the date on which the Participant
ceases to be an Employee of the Employer (including termination, death or
disability); and

    (c) shall not commence until a written
claim for benefits containing all information reasonably necessary for the
payment of benefits, together with such supporting evidence as the Plan
Administrator may require, has been filed with the Plan
Administrator.

    6.03  Code Section
401(k) Restrictions on Distribution.  A Participant's Salary
Reduction Contribution Account Balance subject to Code section 401(k)
restrictions shall not be distributed to the Participant or his Beneficiary
earlier than upon—

    (a) prior
to January 1, 2002, the
Participant's retirement, death, disability, or separation from
service;

    (b) on or
after January 1, 2002, the Participant’s retirement, death, disability or
severance from employment, provided, however, that, with respect to
distributions commencing in Plan Years beginning on and after January 1, 2006, a
change in status from that of an Employee to that of a Leased Employee providing
services to the Employer as service recipient is not a severance from
employment;

    (c) for
distributions made prior to January 1, 2002, the sale or the disposition
by the Company of substantially all its assets used in a trade or business to an
unrelated entity, if the Company continues to maintain this Plan, but only with
respect to employees who continue employment with the acquirer;

    (d) for
distributions made prior to January 1, 2002, the sale or other
disposition by the Company of the Company's interest in a subsidiary to an
unrelated entity, if the Company continues to maintain this Plan, but only with
respect to employees who continue employment of with such
subsidiary;

    (e)
termination of the Plan without establishment or maintenance of a successor
plan;

    (f)
hardship, or;

    (g) the
attainment of age fifty-nine and one-half (59-1/2).

    Such
Account Balances shall not be distributable merely by reason of the lapse of a
fixed number of years or the Participant having completed a stated period of
participation in the Plan, and with respect to transfers in Plan Years beginning
on and after January 1, 2006, shall not be transferred to a plan in a plan to
plan transfer that does not provide that the transferred amounts continue to be
subject to the distribution restrictions described in Treas.


    
      
         


      

      
        45

        
          

        

      

      
         


        
           Section
6.03

        

      

    


    Regulation
§1.401(k)-1(d).  In the case of a distribution made on account of
Hardship, only the Salary Reduction Contributions made by the Participant and
not the earnings thereon may be distributed to the Participant.

    6.04  Form of
Payment.

    (a) General
Rules  A Participant's benefits under the Plan, including any
death or disability benefits, will be paid to the Participant or, if deceased,
the Participant's surviving spouse or other Beneficiary designated in accordance
with Section 6.07 hereof, shall be paid in a single lump
sum.  Distributions generally shall be made as soon as
administratively feasible following the Participant's termination of service;
provided, however, that if the Participant’s vested Account Balance exceeds
$5,000 upon his termination of service, no distribution shall be made without
his written consent.  In no event shall distribution of a
Participant’s vested Account Balance be delayed beyond what would have been the
Participant’s Normal Retirement Date.  Benefits may be paid in cash,
or in kind, or partly in cash and partly in kind.  However, the
portion of a Participant’s Account Balance that is attributable to Company
matching contributions, TRAESOP and PAYSOP contributions, and Company mandatory
contributions shall be paid in whole Shares of Company Stock (with fractional
Shares being paid in cash), unless the Participant (or his Beneficiary) elects
to receive such payment in cash.  Distributions made in cash rather
than Company Stock shall be valued in accordance with Section 3.07.

    (b) Special Rules for Account
Balances Attributable to Stock Acquired After December 31,
1986.  Notwithstanding Sections 5.09(b) and 6.04(a) hereof,
with respect to Account Balances attributable to Stock acquired by the Plan
after December 31, 1986, such Account Balances shall be distributable, unless
the Participant elects otherwise, not later than one year after the close of the
Plan Year:

    (1) in
which the Participant separates from service on account of retirement (at normal
retirement age), death or Permanent Disability; or

    (2) which
is the fifth plan year following the Plan Year in which the Participant
otherwise separates from service, provided, however, that the Participant has
not been reemployed by the Company before distribution is required to begin
under this clause.

    The
preceding sentence shall not apply to Leveraged Shares until the close of the
Plan Year in which the Acquisition Loan is repaid in full.  With
respect to Account Balances attributable to Stock acquired by the Plan after
December 31, 1986, unless the Participant elects otherwise, the distribution of
the Participant's Account Balance will be in substantially equal period payments
(not less frequently than annually) over a period not longer than five (5)
years,


    
      
         


      

      
        46

        
          

        

      

      
         


        
           Section
6.04

        

      

    


    provided,
however, that if the Participant's Account Balance exceeds Five Hundred Thousand
Dollars ($500,000), the five (5) year period shall be increased by one year (to
a maximum of five (5) additional years) for each One Hundred Thousand Dollars
($100,000) or fraction thereof by which the Participant's Account Balance
exceeds Five Hundred Thousand Dollars ($500,000).  The dollar amount
in the preceding sentence shall be adjusted for cost of living increases in
accordance with Section 409(o)(2) of the Code.

    (c) Special Rules for Transfer
Account Balances.  If, as a result of a Transfer from a
terminated or predecessor stock bonus plan maintained by the Company, a
Participant has accrued benefits attributable to service before such Transfer
which would be deemed to be decreased under Section 411(d)(6) of the Code if
such benefit were paid only in accordance with the provisions of this Plan
(other than this paragraph (c)), then such benefits shall be payable at the
election of the Participant or the Participant's Beneficiary in accordance with
the provisions of paragraphs (a) or (b), above, as provided in the terminated or
predecessor plan, or as provided in The United Illuminating Company's Employee
Savings Plan.  With respect to Transfer Account Balances from the
Company's Savings Plan, all Section 411(d)(6) optional forms of payment
including form and time of commencement and all other benefits, rights and
features protected by Section 411(d)(6) and the Regulations thereunder shall
survive the Transfer and continue to be applicable to such Transferred Account
Balance.  In the event of any conflict between the provisions of this
Plan and the provisions of the Company's Savings Plan in effect at the time of
such Transfer, any protected benefit, right or feature under Section 411(d)(6)
shall be governed by the provisions of the Company's Savings Plan in such a
manner so as to result in no loss or forfeiture of any such protected benefit,
right or feature.

    6.05  Eligible
Rollover Distributions.  A distributee may elect, at the time
and in the manner prescribed by the Plan Administrator, to have any portion of
an "eligible rollover distribution" from this Plan paid directly to an "eligible
retirement plan" specified by the distributee in a "direct
rollover."  The provisions of Section 6.04(d) shall be interpreted in
accordance with the proposed regulations under Sections 401(a)(31), 402(c),
403(b)(8), 403(b)(10) and 3405(c) of the Code and IRS Notice 93-3, and any
changes adopted from time to time, including final regulations thereunder, all
of which are incorporated herein by reference.

    (a) An
"eligible rollover
distribution" is any distribution of all or any portion of the account
balance to the credit of the distributee, but excluding:

    (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


    
      
         


      

      
        47

        
          

        

      

      
         


        
           Section
6.05

        

      

    


    life
expectancies) of the distributee and the distributee's designated beneficiary,
or for a specified period of ten (10) years or more;

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

    (3) and
any distribution made on or after January 1, 1999 that qualifies as a Hardship
Distribution, as provided under Section 5.08(d) hereof.

    Notwithstanding
the foregoing, effective with respect to distributions made from the Plan on or
after January 1, 2002, a portion of such distribution shall not fail to be an
eligible rollover distribution merely because the portion consists of after-tax
employee contributions that are not includible in gross
income.  However, such portion may be transferred only to an
individual retirement account or annuity described in section 408(a) or (b) of
the Code, or to a qualified defined contribution plan described in section
401(a) or 403(a) of the Code that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includible.

    (b) An
"eligible retirement
plan" is an individual retirement account described in Section 408(a) of
the Code, an individual retirement annuity described in Section 408(b) of the
Code, an annuity plan described in section 403(a) of the Code, or a qualified
trust described in Section 401(a) of the Code, that accepts the distributee's
eligible rollover distribution. Effective for distributions made on or after
January 1, 2002, an eligible retirement plan shall also include an annuity
contract described in section 403(b) of the Code and an eligible plan under
section 457(b) of the Code which is maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or political subdivision
of a state and which agrees to separately account for amounts transferred into
such plan from this plan. In the case of an eligible rollover distribution to a
surviving spouse, an "eligible retirement plan" is an individual retirement
account or individual retirement annuity; provided, however that on or after
January 1, 2002, the definition of eligible retirement plan as amended to
include 403(b) plans and governmental 457(b) plans shall also apply in the case
of a distribution to a surviving spouse, or to a spouse or former spouse who is
the alternate payee under a qualified domestic relation order, as defined in
section 414(p) of the Code.

    (c) A
"direct
rollover" is a payment by the Plan to the eligible retirement plan
specified by the distributee.


    
      
         


      

      
        48

        
          

        

      

      
         


        
           Section
6.05

        

      

    


    (d) A
“distributee”
includes an Employee or former Employee.  In addition, the Employee's
or former Employee's surviving spouse and the Employee's or former Employee's
spouse or former spouse who is an alternate payee under a qualified domestic
relations order, as defined in section 414(p) of the Code, are distributees with
regard to the interest of such spouse or former spouse.  Effective on
and after July 1, 2008, a “distributee” shall also include a non-spouse
Beneficiary, with respect to rollover distributions to an “inherited individual
retirement account” or an “individual retirement annuity” (as defined in Code
Section 408(d)(3)(C)), in accordance with Code Section 402(c) and the guidance
issued thereunder.

    6.06  Automatic
Rollover Distributions.  In the event of a distribution made on
or after March 28, 2005 that is greater than $1,000 but not more than $5,000, if
the Participant does not elect to receive the distribution directly or to have
such distribution paid directly to an eligible retirement plan specified by the
Participant in a direct rollover under the provisions of Sections 6.04 or 6.05,
then the Plan Administrator will pay such distribution in a direct rollover to
an individual retirement plan (i.e., an individual retirement account under Code
Section 408(a) or an individual retirement annuity described in Code Section
408(b)) designated by the Plan Administrator.

    6.07  Payment of
Death Benefits.  In the event that a Participant dies, whether
before or after his termination of employment for any reason, and has an
undistributed vested Account Balance under the Plan, such Account Balance, if
any, shall be distributed to his or her Beneficiary determined in accordance
with Section 6.08.  Payment shall be made in the form of a lump
sum.

    6.08  Designation
of Beneficiaries.  A Participant's spouse shall be the
Participant's designated Beneficiary under the Plan unless the Participant
designates a different Beneficiary and, if necessary, obtains a spousal consent
in accordance with Section 6.09(b) hereof.  Subject to the spousal
consent rules of Section 6.09(b) hereof, at any time a Participant or
Beneficiary, by means of a signed writing filed with the Plan Administrator
(including a written election under Section 6.09 hereof naming a joint annuitant
or other Beneficiary), may designate a person or persons to be a Beneficiary or
Beneficiaries hereunder, or revoke a prior designation.  The last
un-revoked designation, if any, shall determine the designated Beneficiaries
hereunder.  A designation shall automatically revoke any prior
designation made by the same person.  A designated Beneficiary must
survive the Participant (or prior Beneficiary) to be entitled to any benefits
under the Plan.  If there shall be no un-revoked designation of a
Beneficiary upon a Participant's or Beneficiary's death, or if a Beneficiary
shall become entitled to benefits hereunder and shall thereafter die without
benefit payments having commenced to said Beneficiary and without there being
any


    
      
         


      

      
        49

        
          

        

      

      
         


        
           Section
6.08

        

      

    


    provision
made for a successor Beneficiary, then benefits for which there is no designated
Beneficiary shall be paid to the Participant's spouse, if then living, otherwise
equally per stirpes to the Participant's then surviving issue, or if none, to
the Participant's estate.  If benefit payments have commenced to a
Beneficiary who dies without there being any provision made for successor
Beneficiaries, then benefits for which there is no designated Beneficiary shall
be paid to the estate of the last Beneficiary which had been receiving the
payments.  Beneficiary designations by a Participant's Beneficiary
shall only take effect if there are no living Beneficiaries designated by the
Participant to receive the benefits in question.

    6.09  Benefit
Elections.

    (a) Subject to the provisions of
Section 6.09(b) hereof, any Participant, by means of a signed writing filed with
the Plan Administrator within the appropriate Election Period, may elect to have
benefits paid in any optional benefit form available to such Participant under
Section 6.04 hereof or to revoke any election or revocation previously made
under this Section 6.09.

    (b) Any designation of a Beneficiary
other than the Participant's spouse under Section 6.08 hereof, shall not be
effective unless--

    (1) the
spouse of the Participant consents in writing to such designation and the
spouse's consent acknowledges the effect of the same and is witnessed by a
notary public; or it is established to the satisfaction of a Plan representative
that spousal consent may not be obtained because there is no spouse, because the
spouse cannot be located or because of such other circumstances as may be
provided in regulations under the Code; and

    (2) the
election designates a specific alternate beneficiary, including any class of
beneficiaries or contingent beneficiaries, and a form of payment, which may not
be changed without spousal consent (unless the spouse expressly permits
designation by the Participant without any further spousal
consent).

    Any
consent by a spouse obtained under this provision, or any determination that the
consent of a spouse may not be obtained, shall be effective only with respect to
such spouse.  A consent that permits designations by the Participants
without any requirement of further consent by such spouse must acknowledge that
the spouse has the right to limit consent to a specific Beneficiary and to a
specific form of benefit (where applicable), and that the spouse voluntarily
elects to relinquish either or both of such rights.  A revocation of a
prior waiver may be made by a Participant without the consent of the spouse at
any time before the commencement of benefits.  The number of
revocations


    
      
         


      

      
        50

        
          

        

      

      
         


        
           Section
6.10

        

      

    


    shall not
be limited.  No consent obtained under this provision shall be valid
unless the Participant has received information, as provided in Section 6.10
hereof.

    6.10  Information
to be Furnished Participant.

    (a) At least thirty (30) days and not
more than one hundred eighty (180) days (ninety (90) days prior to January 1,
2007) before a distribution to a Participant, the Plan Administrator shall
furnish the Participant with the following information:

    (1) a
general description or explanation of the forms of payment available under the
Plan, the circumstances under which each will apply and the availability of
elections among them;

    (2) any
rights which the Participant has to defer commencement of benefits, if benefits
are scheduled to commence before such Participant's Normal Retirement Date;
and

    (3) such
other information, if any, as the Plan Administrator may determine to be useful
or appropriate.

    Such
information shall include a written explanation of the Participant's right to
make or revoke, and the effect of making or revoking, an election under Section
6.09 hereof and the rights of the Participant's spouse under Section 6.09(b)
hereof.

    6.11  Payments to
Minors or Incompetents.  Upon proof satisfactory to the Plan
Administrator that any person entitled to receive a distribution under the
provisions of the Plan has become incapable or incompetent to receive and
receipt therefor, the Plan Administrator in its sole discretion may direct the
Trustee to make payment of such distribution to the duly appointed and qualified
guardian or conservator of the estate of such person, or if there shall be no
such duly appointed and qualified guardian or conservator, to any person or
persons appearing to the Plan Administrator to have assumed and to be reasonably
responsible for the financial affairs of such person.

    6.12  Settlement
of Small Benefits.  Notwithstanding the preceding provisions of
this Article VI, in the sole discretion of the Plan Administrator, any Account
Balances of Five Thousand ($5,000) or less may be paid in a cash lump sum in
full settlement of the Plan's liability therefor.  With respect to
distributions made on or after March 28, 2005, in the event of a distribution
greater than $1,000 but no more than $5,000, made in accordance with the
provisions of this subsection 6.12, if the Participant does not elect to receive
the distribution directly or does not elect to have such distribution paid
directly to an eligible retirement plan specified by the Participant under the
direct rollover provisions of subsection 6.04(d) hereof, then the Plan
Administrator will pay the distribution in a direct


    
      
         


      

      
        51

        
          

        

      

      
         


        
           Section
6.12

        

      

    


    rollover
to an individual retirement plan (i.e., an individual retirement account under
Code Section 408(a) or an individual retirement annuity described in Code
Section 408(b)) designated by the Plan Administrator.

    6.13  Suspension
of Benefits Upon Reemployment.  Notwithstanding any other
provisions of this Article VI, if a Participant receiving or entitled to receive
benefits under the Plan returns to active service as an Employee of the Company
prior to such Participant's Normal Retirement Date, payment of benefits under
the Plan shall be suspended until the Participant subsequently terminates active
service or attains Normal Retirement Date, whichever first occurs, provided,
however, that (1) benefits to be paid in accordance with Section 5.08 hereof
shall not be suspended, and (2) if the Participant continues active service
beyond the Normal Retirement Date, the provisions of Section 5.05 hereof shall
apply.  The suspension of benefits under this Section 6.13 shall not
affect a Participant's entitlement to or the timing of normal retirement
benefits under the Plan.

    6.14  Discharge of
Obligation; Receipt and Release.  All distributions from the
Fund pursuant to the provisions of the Plan shall be made by the Trustee in
accordance with the Plan Administrator's written directions.  All
payments and distributions made hereunder shall to that extent constitute
complete discharge of all obligations of the Company, the Plan Administrator and
the Trustee, any of whom may require the distributee, as a condition precedent
to any such payment or distribution, to execute a receipt and release therefor
in a form satisfactory to the Fiduciaries of the Plan.

    6.15  Nonalienation
of Benefits.

    (a) The Plan is intended by the Company
to provide a system of deferred compensation for the support of Participants,
Beneficiaries and their families related to the loss of earning power upon the
happening of certain events.  Except as expressly provided in Section
3.03 hereof or in this Section 6.15 or as otherwise permitted under ERISA and
the Code, no benefits under the Plan will be subject to assignment or
alienation, either voluntarily or involuntarily.

    (b) A Participant's benefits under the
Plan shall be paid in accordance with the applicable requirements of any
"qualified domestic relations order" (as defined in ERISA and the Code) which
applies to the Participant's benefits under the Plan.

    (c) A Participant’s benefits may be
reduced, as provided under Code Section 401(a)(13)(C), as a result of an order
or requirement to pay under—

    (i) a
judgment or conviction for a crime against the Plan;


    
      
         


      

      
        52

        
          

        

      

      
         


        
           Section
6.15

        

      

    


    (ii) a
civil judgment in connection with a violation (or alleged violation) of Part 4
of Subtitle B of Title I of ERISA; or

    (iii)
pursuant to a settlement agreement between the Participant and the Secretary of
Labor or the Pension Benefit Guaranty Corporation in connection with a violation
(or alleged violation) of Part 4 of such Subtitle by a fiduciary or any other
person.

    (d) In the event a Participant's
benefits are attached by an order of any court, other than a "qualified domestic
relations order" (as defined in ERISA and the Code) or by an order or
requirement to pay (as described in Section 6.15(c) above), the Plan
Administrator may bring an action for a declaratory judgment in a court of
competent jurisdiction to determine the proper recipient of the benefits to be
paid by the Plan.  During the pendency of said action, any benefits
that become payable may be paid into the court as they become payable, to be
distributed by the court to the recipient it deems proper at the close of said
action.

    6.16  Benefit
Claims Procedures.  The provisions of this Section 6.16 shall
be effective for claims filed on or after January 1, 2002.  Claims for
benefits must be in writing, signed by the Participant, or his personal
representative or his Beneficiary, and presented to the Plan
Administrator.  If a claim for benefits is denied in whole or in part
by the Plan Administrator, the claimant shall be given written notice thereof
within ninety (90) days following receipt of the claim by the
Plan.  If the Plan Administrator determines that an extension is
necessary, it shall notify the claimant of the reasons for the extension before
the end of the initial ninety (90) day period. The extended period may not
exceed one hundred eighty (180) days after the date of the filing of the
claim.

    A notice
of adverse benefit determination must be in written or electronic
form.  Such notice shall set forth, in a manner calculated to be
understood by the claimant:

    (a) the reasons for denial of the
claim;

    (b) a reference to the particular
provisions of the Plan on which denial of the claim is based;

    (c) a statement as to any additional
facts or information necessary to perfect the claim and an explanation as to why
the same is required; and

    (d) a
description of the Plan’s procedures hereinafter set forth for review of the
denial of the claim, and a statement regarding the claimant’s right to bring a
civil action under ERISA Section 502(a) following an adverse benefit
determination on appeal.


    
      
         


      

      
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           Section
6.16

        

      

    


    If a
claim for benefits relates to benefits because of disability under the Plan, and
the claim is denied in whole or in part by the Plan Administrator, the claimant
shall be given written notice thereof within forty-five (45) days following
receipt of the claim by the Plan.  This period may be extended by the
Plan Administrator for up to thirty (30) days, provided that the Plan
Administrator determines that such an extension is necessary due to matters
beyond the control of the Plan and notifies the claimant, prior to the
expiration of the initial forty-five (45) day period, of the reasons for the
extension.  If, prior to the end of the first thirty (30) day
extension period, the Plan Administrator determines that, due to matters beyond
the control of the Plan, a decision cannot be rendered within that extension
period, the period for making the determination may be extended for up to an
additional thirty (30) days, provided that the Plan Administrator notifies the
claimant, prior to the expiration of the first thirty (30) day extension period,
of the reasons for the extension. A notice of extension under this paragraph
shall specifically explain the standards on which entitlement to a benefit is
based, the unresolved issues that prevent a decision on the claim, and the
additional information needed to resolve those issues, and the claimant shall be
afforded at least forty-five (45) days within which to provide the specified
information (the period for making the benefit determination shall be tolled
from the date on which the notification of the extension is sent to the claimant
until the date on which the claimant responds to the request for additional
information).

    Every
person whose claim for benefits under the Plan is denied in whole or in part by
the Plan Administrator shall have the right to request a review of such
denial.  Such review shall be granted upon written request therefor
filed by the claimant with the Plan Administrator within sixty (60) days
following receipt of the notice of the denial (within one hundred and eighty
(180) days for disability benefit claims).  Such review shall be
conducted by a Review Committee of three persons to be designated by the
Employer.  For any review by the Review Committee, the claimant, in
person or by duly authorized representative, may submit written comments,
documents, records and other information related to the benefit claim on
appeal.  The claimant shall be provided, upon request and free of
charge, access to and copies of all documents, records and other information
relevant to the benefit claim.  The review on appeal will consider all
comments, documents, records and other information submitted by the claimant
without regard to whether such information was submitted or considered in the
initial benefit determination.  The Review Committee shall decide the
matter with reasonable promptness and in any event within sixty (60) days
(forty-five (45) days for disability benefit claims) after receipt of the
appeal.  If the Review Committee 


    
      
         


      

      
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           Section
6.16

        

      

    


    determines
that an extension is necessary, the Review Committee shall notify the claimant
of the reasons for the extension before the end of such initial
period.  The extended period may not exceed one hundred and twenty
(120) days (ninety (90) days if the claim relates to disability benefits)
following receipt of a request for review.  Its decision shall be in
written or electronic form, and, in the event of an adverse benefit
determination, shall set forth, in a manner calculated to be understood by the
claimant, (i) the specific reasons for the decision,  (ii) the
provisions of the Plan on which the determination is based; (iii) a statement
that the claimant is entitled to receive, upon request and free of charge,
access to and copies of all documents, records and other information relevant to
the benefit claim; and (iv) a statement regarding the claimant’s right to bring
a civil action under ERISA Section 502(a).

    6.17  Qualified
Domestic Relations Order Procedures.

    (a)
Following the receipt of a domestic relations order which may affect the payment
of a Participant's benefits under the Plan, the Plan Administrator shall
promptly notify the Participant and any alternate payee specified in the order
(at the address included in the order) of the receipt of the order and the
Plan's procedures for determining the qualified status of such
order.

    (b) By
written direction to the Plan Administrator any alternate payee specified in the
order may designate a representative for receipt of copies of notices sent to
the alternate payee with respect to the order.

    (c)
Within a reasonable period after receipt of the order, the Plan Administrator
shall determine whether such order is qualified and notify the Participant and
any alternate payee involved of such determination.  Such
determination shall be made in accordance with provisions of ERISA and the Code
and regulations thereunder.  In making such determination, the Plan
Administrator may obtain and rely upon the legal opinion of counsel as to the
qualification of the order.

    (d)
During any period during which the issue of the qualification of an order is
being determined, whether by the Plan Administrator, by a court of competent
jurisdiction, or otherwise, the Plan Administrator shall segregate in a separate
account in the Plan or in an escrow account the amounts which would have been
payable to an alternate payee during such period if the order had been
determined to be qualified.

    (e) If
within eighteen (18) months of receipt of the order by the Plan Administrator,
the order (as it may have been modified)--

    (1) is determined to be a qualified order, the
segregated amounts (plus any interest thereon) shall be paid to the person or
persons entitled thereto under the order (as it may have been modified),
or

    
 

    
      
         


      

      
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           Section
6.17

        

      

    


    (2) is
either determined not to be qualified or the issue of qualification is not
resolved, the segregated amounts (plus any interest thereon) shall be disposed
of in the manner which would have applied if there had been no
order.

    (f) Any
determination that the order (as it may have been modified) is qualified made
after the close of the eighteen (18) month period shall be applied prospectively
only.

    (g) If
the order is determined to be a qualified order, the segregated amounts (plus
any interest thereon) may be paid to the person or persons entitled thereto, as
soon as administratively feasible after such determination, if so specified in
the order, even though the Participant bound by the order has not yet terminated
service.

    (h)
Effective with respect to Plan Years beginning on and after January 1, 2008, the
Plan Administrator, may, in its discretion, implement a policy whereby
reasonable expenses associated with the determination of QDRO status shall be
chargeable directly to the Participant whose account is the subject of such
QDRO; provided, however, that the terms of a QDRO may provide that the assigned
benefit be reduced by all or a portion of the amount charged to the Participant
by the Plan for such determination.

    6.18  Unclaimed
Benefits.  If the Plan Administrator has not been able to
ascertain the whereabouts of any person to whom a payment is due under the Plan
after diligent efforts have been made to locate the person, and if, after five
(5) years from the date such payment is due, a notice of such payment due is
mailed to the last known address of such person, as shown on the records of the
Plan Administrator or the Company, and within three (3) months after such
mailing such person has not made written claim therefor, the Plan Administrator,
if it so elects, after receiving advice from counsel to the Plan, may direct
that such payment and all remaining benefits under the Plan otherwise due or to
become due to such person be cancelled on the records of the Plan and the
cancelled benefits be treated as a forfeiture to be reallocated in accordance
with Sections 3.05 and 4.03 hereof to other Participants' accounts in the same
manner as Additional Company Contributions.  Upon such cancellation
and reallocation, the Plan shall have no further liability therefor except that,
in the event such person later contacts the Plan Administrator, provides an
address and requests the benefits due under the Plan, the cancelled benefits
shall be reinstated without any adjustment for interest or earnings, and the
Company shall make such additional contribution as may be necessary to fund the
reinstated benefits.  Effective with respect to Plan Years beginning
on and after January 1, 2008, the provisions of this Section 6.18 shall also
apply in the event a person to whom payment is due under the Plan has been
located but fails to provide information necessary for the Plan Administrator to
make such 


    
      
         


      

      
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           Section
6.18

        

      

    


    payment.
Reasonable expenses attendant to locating a missing or unresponsive Participant
or Beneficiary may be charged to the individual’s account.   In
the event of Plan termination, Section 10.04 shall govern the disposition of
unclaimed benefits.

    


    ARTICLE
VII

    LIMITATIONS ON
BENEFITS

    7.01  Limitation
on Defined Contribution Plan Annual Additions.  This Section
7.01 shall apply with respect to Limitation Years beginning on and after January
1, 2008, except as otherwise specified.  Limitations on Defined
Contribution Annual Additions as in effect prior to January 1, 2008, are
contained in Appendix B to the Plan.  As and to the extent necessary
to satisfy the limitations of Section 415 of the Code, the limitations of this
Section 7.01 shall apply notwithstanding any other provision of this
Plan.  Annual Additions with respect to a Participant under this and
all other defined contribution plans (whether terminated or not) ever maintained
by the Company or a Related Employer (or, effective as of Plan Years beginning
on or after January 1, 2008, a predecessor employer, as defined in Treas. Reg.
§1.415(f)-(1)) consisting
of:

    (a) all
Employer contributions and the Contributions made pursuant to a Salary Reduction
Agreement, and all Employee contributions, if any; provided, however, that
Make-up contributions made in accordance with the qualified military service
provisions of Code Section 414(u) and 20 C.F.R. Part 1002 shall be considered
Annual Additions with respect to the Limitation Year(s) to which they relate,
not with respect to the Limitation Year(s) in which they are made;

    (b)
forfeitures, if any;

    (c) the
Participant’s voluntary contributions, if any;

    (d)
amounts allocated after March 31, 1984, to an individual medical account, as
defined in Section 415(l)(2) of the Code, which is part of a pension or annuity
plan maintained by the Company; and

    (e)
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 Section 419A(d)(3) of the Code, under a welfare benefit fund, as
defined in Section 419(e) of the Code, maintained by the
Company;

    


    
      
         


      

      
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           Section
7.01

        

      

    

    
      but not consisting
of:

    

    (a)
“Catch-up Contributions” made pursuant to Code Section 414(v);

    (b)
Effective for Plan Years beginning on or after January 1, 2008, “Restorative
Payments” as defined in Treas. Reg. §1.415(c)-1(b)(ii)(C) as payments made to a
plan to restore losses stemming from actions that are reasonably likely to lead
to liability for breach of fiduciary duty under ERISA or other applicable state
or federal law; or

    (c)
Employer contributions to restore previously forfeited account balances upon the
Participant’s repayment of a prior distribution, in accordance with Treas. Reg.
§1.415(c)-1(b)(2)(ii),

    shall
not, with respect to any Limitation Year, except to the extent permitted under
Section 3.02(a)(4) hereof and Section 414(v) of the Code, if applicable, exceed
the lesser of:

    (i)
one-hundred percent (100%) of the Code Section 415 Compensation of the
Participant for the year; or

    (ii)
Forty Thousand Dollars ($40,000), as indexed (i.e., $44,000 for 2006, $45,000
for 2007 and $46,000 for 2008).

    Effective as of Plan Years beginning on
or after January 1, 2008, all defined contributions plans maintained by the
Employer or a Related Employer (or any predecessor employer) shall be aggregated
as required under Code Section 415(f) and the regulations thereunder, which are
hereby incorporated by reference.

    The Compensation limit referred to in
(i) shall not apply to any contribution for medical benefits after separation
from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the
Code) which is otherwise treated as an Annual Addition.  Effective for
Plan Years beginning on or after January 1, 2008, if a plan, annuity
contract or other arrangement (such as a plan or arrangement providing the
medical benefits described in the previous sentence) is subject to a special
limitation in addition to, or instead of, the regular limitations described in
Code Section 415(c), and is aggregated under Code Section 415(c) and the
regulations thereunder with a plan which is subject only to the regular Code
Section 415(c) limitations, the following rules apply: (1) each plan so
aggregated must separately satisfy the requirements of Code Section 415(c) and
the regulations thereunder, and (2) the limitation that applies to the plans as
aggregated is the greater of the limits applicable to the separate
plans.

    Any Company contributions which are applied by the Trustee (not later
than the due date, including extensions, for filing the Company's federal income
tax return for that Plan Year) to pay interest on an Acquisition


    
      
         


      

      
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           Section
7.01

        

      

    


     Loan
shall not be included as Annual Additions under this Section; provided, however,
that the provisions of this sentence shall be applicable only in Plan Years for
which not more than one-third (1/3) of the Company contributions applied to pay
principal and interest on an Acquisition Loan are allocated to Account Balances
of Highly Compensated Employees.

    7.02  Benefit
Reductions to Meet Annual Addition Limitations.  If as a result
of the allocation of forfeitures, a reasonable error in estimating a
Participant's annual compensation or other reason permitted under Treas. Reg.
1.415-6(b)(6), a Participant's defined contribution plan annual additions exceed
the limitation of Section 7.01 hereof, the “Excess Amount” shall be disposed of
as follows:

    (a) Any
nondeductible Voluntary Contribution, and unmatched Elective Deferrals shall be
returned to the Participant to the extent that they would reduce the Excess the
Amount.  To the extent necessary to reduce the Excess Amount,
Non-Highly Compensated Employees will have Elective Deferrals returned whether
or not there is a corresponding match.

    (b) To
the extent an Excess Amount still remains after the application of (a) above,
the Excess Amounts in the Participant’s Account will be used to reduce Employer
Contributions (including the allocation of any forfeitures) for such Participant
in the next Limitation Year, and in each succeeding Limitation Year, as
necessary, provided that the Participant otherwise satisfies the requirements to
receive an allocation of Employer contributions in each such Limitation
Year;

    (c) To
the extent that an Excess Amount exists after the application of (a) above, and
the Participant is not covered by the Plan at the end of the Limitation Year,
the Excess Amount will be held unallocated in a suspense account.  The
suspense account will be applied to reduce future Employer Contributions for all
remaining Participants in the next Limitation Year and in each succeeding
Limitation Year as necessary.

    To the
extent that a Participant has an Excess Amount attributable to his participation
in more than one defined contribution plan, the required reduction in such
additions shall be prorated among all affected defined contribution plans,
including this Plan, making provision for such reductions.

    7.03  Handling of
Forfeitures Caused by Annual Additions Limitation. Any reduction in
Company contributions or forfeitures to be allocated to a Participant under this
Plan in order to meet the limitation on defined contribution plan annual
additions, other than a reduction in Salary Reduction Contributions, shall be
treated as a forfeiture, and, as provided in Section 3.05 and Section 4.03
hereof and in accordance with Treas. Reg. 1.415-


    
      
         


      

      
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           Section
7.03

        

      

    


    6(b)(6)(i),
shall be disposed of in accordance with Sections 7.02 (b) and
(c).  Any portion of the reduction which cannot be so allocated
because all Participants have reached their maximum annual addition shall be
placed in a suspense account to be reallocated as a forfeiture in the next and
subsequent Plan Years as necessary until exhausted.  All amounts in a
suspense account created pursuant to this Section 7.03 shall be allocated to
Participants' Account Balances before any further Employer or Employee
contributions which would constitute annual additions.  The suspense
account shall not share in the revaluation of the Fund under Section 4.05 hereof
but shall remain fixed in amount until reallocated to the Accounts of
Participants.  Any reduction in Salary Reduction Contributions to meet
the limitation on defined contribution plan annual additions shall be returned
to the Company for payment to the affected Participant as current
compensation.

    Any income produced by unallocated
Stock held in the suspense account provided for under this Section 7.03 shall
also be held in the suspense account pending reallocation.  The
suspense accounts provided for under this Section 7.03 shall remain fixed in
amount until allocated or reallocated to a Participant's
account.  Unallocated stock held in a suspense account shall be
released on a first-in, first-out basis.  Excess Amounts may not be
distributed to Participants or former Participants.

    7.04  Salary
Reductions in Excess of Permissible Dollar Limits.

    (a) Excess Salary
Reductions.  During any taxable year no Participant shall be
permitted to have Salary Reduction Contributions made under this Plan or any
other qualified Plan maintained by the Company in excess of the dollar
limitation contained in Section 402(g) of the Code in effect at the beginning of
such taxable year.  A Participant may assign to this Plan any Excess
Salary Reduction Contributions made during a taxable year to another qualified
plan by notifying the Plan Administrator of the amount of Excess Salary
Reduction Contributions to be assigned to this Plan by no later than March 1 of
the following calendar year.  Deemed notification of the Plan
Administrator occurs if Excess Salary Reduction Contributions arise solely from
Salary Reduction Contributions under this Plan or any other Plans of the
Company.  Notwithstanding any provisions of this Plan to the contrary,
Excess Salary Reduction Contributions, plus any income or minus any loss
allocable thereto, shall be distributed no later than April 15 to such
Participant to whose account Excess Salary Reduction Contributions are assigned
for the preceding year and who claims Excess Salary Reduction Contributions for
such taxable year.  For Plan Years commencing on or after January 1,
2002, the Plan Administrator may in its discretion re-characterize Excess Salary
Reduction Contributions that would otherwise be distributed pursuant to this
Section 7.04(a) as Catch-up 


    
      
         


      

      
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           Section
7.04

        

      

    


    Contributions
in accordance with Section 3.02(a)(5) hereof and section 414(v) of the Code,
provided that the applicable dollar amount has not already been met for the
calendar year.

    (b) Calculations of Earnings on
Excess Salary Reductions.  Excess Salary Reductions shall be
adjusted for any income or loss up to the date of distribution.  The
income or loss allocable to Excess Salary Reductions is the sum of: (1) income
or loss allocable to the Participant's Salary Reduction Account for the taxable
year multiplied by a fraction, the numerator of which is such Participant's
Excess Salary Reductions for the year and the denominator is the Participant's
Account Balance without regard to any income or loss occurring during such
taxable year; and (2)ten percent (10%) of the amount determined under (1)
multiplied by the number of whole calendar months between the end of the
Participant's Taxable year and the date of distribution, counting the month of
distribution if distribution occurs after the fifteenth (15th) of such
month.

    7.05  Limitations
on Salary Reduction Contributions.  The following limitations
shall apply to Salary Reduction Contributions with respect to any Plan Year in
which the Safe Harbor provisions of Section 3.02(a)(2) are not in
effect:

    (a) Salary Reduction
Contributions Must Satisfy Section 401(k) Test.

    (1)
Salary Reduction Contributions under Section 3.02 hereof with respect to a Plan
Year that are subject to Code Section 401(k) restrictions shall satisfy one of
the following tests—

    (A) The
Actual Deferral Percentage for the Highly Compensated group of Eligible
Participants for the Plan Year is not more than the Actual Deferral Percentage
for the Non-Highly Compensated group of Eligible Participants for the prior Plan
Year multiplied 1.25; or

    (B) The
excess of the Actual Deferral Percentage for the Highly Compensated group of
Eligible Participants for a Plan Year over the Actual Deferral Percentage for
the Non-Highly Compensated group of Eligible Participants for the prior Plan
Year is not more than two (2) percentage points, and the Actual Deferral
Percentage for the Highly Compensated group of Eligible Participants for a Plan
Year is not more than the Actual Deferral Percentage for the Non-Highly
Compensated group for the prior Plan Year multiplied by two (2).

     
Notwithstanding the foregoing, the Company may elect to switch (by Plan
amendment) from the prior Plan Year testing method to the current Plan Year
testing method for purposes of the ADP test, provided that (1) with respect to
Plan Years beginning prior to January 1, 2007, such an election is made prior to
the end of the Plan Year


    
      
         


      

      
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           Section
7.05

        

      

    


     immediately
before the Plan Year to which such election will apply, (2) with respect to Plan
Years beginning on or after January 1, 2007, such election may be made at any
time, and (3) regardless of when such an election is made, once the Company
elects to use current year testing, it can switch the Plan to prior year testing
(by Plan amendment) only in accordance with the requirements of Treas. Reg.
§1.401(k)-2(c): (i) the Plan has (or if aggregated, both the Plan and the
plan(s) with which it is aggregated have) used current year testing for the
lesser of 5 years or since the Plan has been in effect; and (ii) it was switched
for the 1997 or 1998 Plan Years; or (iii) a transaction described in Code
Section 410(b)(6)(C)(i) and Treas. Reg.  §1.410(b)–2(f) occurs and—
(1) as a result of the transaction, the employer maintains both a plan using the
prior year testing method and a plan using the current year testing method; and
(2) the change from the current year testing method to the prior year testing
method occurs within the transition period described in Code Section
410(b)(6)(C)(ii).

    (2) Aggregation and
Disaggregation.

    (i) In
the event that this Plan satisfies the requirements of sections 401(k),
401(a)(4), or 410(b) of the Code only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
of the Code only if aggregated with this Plan, then this Section 7.05 shall be
applied by determining the Actual Deferral Percentage of employees as if all
such Plans were a single plan.

    (ii) All
plans that are treated as a single plan for purposes of performing the ADP test
of this Plan must use the same testing method (i.e., either current year or
prior year).  A plan that uses the ADP safe harbor provisions of Code
Section 401(k)(12) may not be aggregated with a plan that uses the ADP test to
satisfy applicable nondiscrimination requirements.  Notwithstanding
the foregoing, the elective deferrals of HCEs under multiple plans of the
Employer or a Related Employer shall be aggregated for purposes of the ADP test
under this Plan, to the extent such plans are permitted to be aggregated under
Treas. Reg.  §1.410(b)-7 (without regard to Treas. Reg.
§§1.410(b)-7(c)(1) and (c)(2)), regardless of the testing method(s) used in the
other plan(s), in accordance with Treas. Reg. §1.401(k)-2(a)(3)(ii), and
regardless of whether or not the plans are, in fact, aggregated.

      (iii) If
the plans to which an HCE made elective deferrals have different plan years, the
HCE’s elective deferral ratio for this Plan is determined by aggregating his or
her elective 

    


    
      
         


      

      
        62

        
          

        

      

      
         


        
           Section
7.05

        

      

    


     deferrals
under the other plan(s) made within the Plan Year of this Plan.  In
addition, in determining Compensation for the HCE, compensation paid under the
other plan(s) during the Plan Year of this Plan shall be taken into account,
using the definition of Compensation in this Plan.

    (iv) With
respect to Plan Years beginning on and after January 1, 2006, if the Plan fails
the ADP  test, then, to the extent that contributions made with
respect to a Highly Compensated Employee under more than one plan of the
Employer or a Related Employer with respect to the Plan Year being tested are
aggregated for purposes of the ADP test, the amount required to be distributed
as an excess deferral shall not exceed the amount of the contributions made to
this Plan, in accordance with Treas.
Reg.  §1.401(k)-2(b)(2)(iii).

    (v)
Effective with respect to Plan Years beginning on and after January 1, 2006: (i)
the ESOP portion of the Plan and the non-ESOP portion of the Plan, which would
otherwise be mandatorily disaggregated under Treas.
Reg.  §1.410(b)-7(c)(2), are permitted to be aggregated for purposes
of ADP testing; and (ii) the 401(k) portion of the Plan, and the 401(m) portion
of the Plan, if any, which would otherwise be mandatorily disaggregated under
Treas. Reg.  §1.410(b)-7(c)(1), are permitted to be aggregated for
purposes of ADP testing.

    (3) For
purposes of determining the Actual Deferral Percentage test, Salary Reduction
Contributions and qualified non-elective contributions and Company matching
contributions must be made before the last day of the twelve-month period
immediately following the Plan Year to which contributions relate.

    (4) The
Company shall maintain records sufficient to demonstrate satisfaction of the
Actual Deferral Percentage Test and the amount and types of Contributions used
in such test.

    
      (b) Excess.  If
the tests in Subsection (a)(1), above, otherwise would not be met, the following
adjustment shall be made to the Salary Reduction Contributions for Highly
Compensated Employee Participants so that after adjustment one of the two tests
is met.

      (1) On or
before the fifteenth (15th) day of the third (3rd) month following the close of
the Plan Year with respect to which the limits in subsection (a)(1) are exceeded
(i.e., March 15th), but
in no event later than the last day of the following Plan Year, each Highly
Compensated Employee Participant,

    


    
      
         


      

      
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           Section
7.05

        

      

    


     beginning
with the Participant having the highest dollar deferral, shall have Salary
Reduction Contributions in excess of the permissible deferral percentage limits
("Excess Contributions") returned to such Participant (together with income or
loss allocable thereon) until such Participant’s elective contributions are
reduced to the dollar amount of the elective contributions of the Highly
Compensated Employee with the next highest dollar amount of elective
contributions and continuing in descending order with the next Highly
Compensated Employee with the next highest dollar deferral, until one of the
tests set forth in Section 7.05(a)(1) are satisfied.  If such amounts
are distributed more than two and one-half (2-1/2) months after the last day of
the Plan Year in which the excess arose, a ten percent (10%) excise tax will be
imposed on the Company.  Such distributions shall be made to Highly
Compensated Employees on the basis of the respective portions of the Excess
Contributions attributable to each such Employee. Determination of income or
loss for Excess Contributions up to the date of distribution shall be made in
the same manner as income or loss for Excess Salary Reductions. Excess
Contributions shall be determined under the following procedures:

    (A)
Calculate the dollar amount of Excess Contributions for each affected Highly
Compensated Employee as follows:

    (i) Rank
all Highly Compensated Employees in descending order based on their Actual
Deferral Percentage and then reduce the Actual Deferral Percentage of the Highly
Compensated Employee with the highest Actual Deferral Percentage by the amount
required to cause such Highly Compensated Employee’s Actual Deferral Percentage
to equal the Actual Deferral Percentage of the Highly Compensated Employee with
the next highest Actual Deferral Percentage (or, if less, by the reduction
necessary to enable the Plan to satisfy the ADP test);

    
      (ii)
Repeat the process in (i) above with respect to all Highly Compensated Employees
with the next highest Actual Deferral Percentage, until the Plan satisfies the
ADP test and the highest permitted Actual Deferral Percentage is determined
;

      (iii) The
amount of Excess Contributions for each Highly Compensated Employee shall be an
amount equal to such Highly Compensated Employee’s Salary Reduction
Contributions, plus any qualified non-elective contributions or
qualified

       

    


    
      
         


      

      
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           Section
7.05

        

      

    


     matching
contributions taken into account in determining such Highly Compensated
Employee’s Actual Deferral Percentage prior to applying (i) and (ii) above,
minus an amount determined by multiplying such Highly Compensated Employee’s
Actual Deferral Percentage, determined after applying (i) and (ii) above, by the
Compensation used in determining such Highly Compensated Employee’s Actual
Deferral Percentage;

    (B)
Determine the total of the dollar amounts (total Excess Contributions)
calculated in Step (A);

    (C)
Distribute the total Excess Contributions determined in (B) above as
follows:

    (i) Rank
all Highly Compensated Employees in descending order based on the dollar amount
of their Salary Reduction Contributions and reduce the Salary Reduction
Contributions of the Highly Compensated Employee with the highest dollar amount
of Salary Reduction Contributions by the amount required to cause that Highly
Compensated Employee’s Salary Reduction Contributions to equal the dollar amount
of the Salary Reduction Contributions of the Highly Compensated Employee with
the next highest dollar amount of Salary Reduction Contributions.

    (ii)
Distribute the amount determined in (i) above to the Highly Compensated Employee
with the highest dollar amount until all Excess Contributions are consumed, or
until the Salary Reduction Contributions of this Participant are reduced to the
dollar amount of the Highly Compensated Employee with the next highest dollar
amount of Salary Reduction Contributions;

    (D) If
the total amount distributed under (C) above is less than the Total Excess
contributions, repeat step (C).

    
      (2)
Alternatively, with respect to such Plan Year, the Company may, in its
discretion, make qualified non-elective and qualified matching contributions, as
defined in Treas. Reg. §1.401(k)-6, as necessary in order for the tests in
subsection (a)(1) to be satisfied, subject to the following
restrictions:

      (A) Such
contributions shall be fully vested and subject to the same restrictions on
distribution as elective deferrals;

    


    
      
         


      

      
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           Section
7.05

        

      

    


    
      (B) If
the same testing method (i.e., prior year or current year testing) is not used
for both the ADP and ACP tests, qualified matching contributions may not be used
to satisfy the ADP test;

    (C)
Qualified non-elective contributions and qualified matching contributions can be
taken into account only once (i.e., if used to satisfy ADP test, such
contributions cannot be used to satisfy the ACP test or the ADP or ACP tests of
any other plans of the Employer or a Related Employer), and if the Plan switches
from current year testing to prior year testing, such contributions cannot be
taken into account in the following year for prior year testing if taken into
account in the current year for current year testing;

    (D) If
the Plan uses prior year testing, then the ADP test must be met for each Plan
Year, regardless that qualified non-elective Contributions allocated to
Non-Highly Compensated Employees in one Plan Year will count toward the Actual
Deferral Percentage test for the following Year.  Regardless of
whether the Plan uses prior year or current year testing, qualified non-elective
contributions and qualified matching contributions can be taken into account
only if contributed to the Plan no later than 12 months following the end of the
Plan Year to which the contributions relate;

    (E) With
respect to Plan Years beginning on or after January 1, 2006, qualified
non-elective contributions allocated to Non-Highly Compensated Employees cannot
be used to satisfy the requirements of the ADP test to the extent they exceed
the product of that Non-Highly Compensated Employee’s Compensation and the
greater of 5% (10% if the qualified Non-elective contribution is being made in
connection with an Employer’s obligation to pay prevailing wages under the
Davis-Bacon Act)  or two (2) times the Plan’s “representative
contribution rate.”  For purposes of this paragraph, “representative
contribution rate” means the lowest applicable contribution rate of any eligible
Non-Highly Compensated Employee among a group of eligible Non-Highly Compensated
Employees that consists of half of all eligible Non-Highly Compensated Employees
for the Plan Year (or, if greater, the lowest applicable contribution rate of
any eligible Non-Highly Compensated Employee in the group of all eligible
Non-Highly Compensated Employees for the Plan Year and who is employed by the
Employer on the last day of the Plan Year).  For purposes of this
paragraph, the “applicable contribution rate” for an eligible 


    
      
         


      

      
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           Section
7.05

        

      

    


    Non-Highly
Compensated Employee is the sum of the qualified matching contributions taken
into account under this paragraph (b)(2) for the eligible Non-Highly Compensated
Employee for the Plan Year and the non-elective contributions made for the
eligible Non-Highly Compensated Employee for the Plan Year, divided by the
eligible Non-Highly Compensated Employee’s Compensation for the same period;
and

    (F)
Qualified matching contributions can be taken into account for the ADP test only
if they would not be precluded from being taken into account for the ACP test
under Treas. Reg.  §1.401(m)-2(a)(5)(ii).

    (3)
Notwithstanding the foregoing, the amount of Excess Contributions to be
re-characterized or distributed under this Section 7.05(b) with respect to a
Highly Compensated Employee for a Plan Year is reduced by any excess deferrals
previously distributed to such Employee for the Employee’s taxable year ending
with or within the Plan Year, and the amount of excess deferrals to be
distributed under this Section 7.05(b) with respect to a Highly Compensated
Employee for a Plan Year is reduced by any Excess Contributions previously
re-characterized or distributed to such Employee for the Employee’s taxable year
ending with or within the Plan Year.

    (4) For
Plan Years commencing on or after January 1, 2002, the Plan Administrator may in
its discretion first re-characterize Excess Contributions that would otherwise
be distributed pursuant to this Section 7.05(b) as Catch-up Contributions in
accordance with Section 3.02(a)(5) hereof and section 414(v) of the Code,
provided that the applicable dollar amount has not already been met for the
calendar year.

    7.06  Average
Contribution Percentage Test for Company Matching and Voluntary After-Tax
Contributions.

    
      (a) With respect to any Plan Year in
which the Safe Harbor provisions of Section 3.02(a)(2) are not in effect,
Company matching contributions under Section 3.02 hereof with respect to a Plan
Year that are subject to Code Section 401(m) shall satisfy one of the following
tests--

      (1) The
Average Contribution Percentage for a Plan Year for Highly Compensated Employees
who are Eligible Participants shall not exceed the Average Contribution
Percentage for Non-Highly Compensated Employees who are Eligible Participants
for the prior Plan Year, multiplied by 1.25; or

    


    
      
         


      

      
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           Section
7.06

        

      

    


    
      (2) The
Average Contribution Percentage for a Plan Year for Highly Compensated Employees
who are Eligible Participants shall not exceed the Average Contribution
Percentage for the prior Plan Year for the Non-Highly Compensated Employees who
are Eligible Participants by more than two (2) percentage points, and the
Average Contribution Percentage for such Highly Compensated Employee group for a
Plan Year shall not be more than the Average Contribution Percentage for such
Non-Highly Compensated Employee group for the prior Plan Year, multiplied by two
(2).

    Notwithstanding
the foregoing, the Company may elect to switch (by Plan amendment) from the
prior Plan Year testing method to the current Plan Year testing method for
purposes of the ACP test, provided that (1) with respect to Plan Years beginning
prior to January 1, 2007, such an election is made prior to the end of the Plan
Year immediately before the Plan Year to which such election will apply, (2)
with respect to Plan Years beginning on or after January 1, 2007, such election
may be made at any time, and (3) regardless of when such an election is made,
once the Company elects to use current year testing, it can switch the Plan to
prior year testing (by Plan amendment) only in accordance with the requirements
of Treas. Reg. §1.401(m)-2(c): (i) the Plan has (or if aggregated, both the Plan
and the plan(s) with which it is aggregated have) used current year testing for
the lesser of 5 years, or since the Plan has been in effect; (ii) it was
switched for the 1997 or 1998 Plan Years; or (iii) a transaction described in
Code Section 410(b)(6)(C)(i) and Treas. Reg. §1.410(b)–2(f) occurs and— (1) as a
result of the transaction, the employer maintains both a plan using the prior
year testing method and a plan using the current year testing method; and
(2) the change from the current year testing method to the prior year
testing method occurs within the transition period described in Code Section
410(b)(6)(C)(ii).

    (b) Aggregation and
Disaggregation.

    (i) In
the event that this Plan satisfies the requirements of sections 401(m),
401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans,
or if one or more other plans satisfy the

      requirements
of such sections of the Code only if aggregated with this Plan, then this
Section 7.06 shall be applied by determining the Contribution Percentage of
employees as if such plans were a single plan.

      (ii) All
plans that are treated as a single plan for purposes of performing the ACP test
of this Plan must use the same testing method (i.e., either current year or
prior year).  A plan that uses the ACP safe harbor provisions of Code
Section 401(m)(11) may not be aggregated with a plan that uses the ACP test to
satisfy applicable nondiscrimination requirements.  Notwithstanding
the foregoing, the contributions made

    


    
      
         


      

      
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           Section
7.06

        

      

    


    with
respect to an HCE under multiple plans of the Employer or a Related Employer
shall be aggregated for purposes of the ACP test under this Plan, to the extent
such plans are permitted to be aggregated under Treas.
Reg.  §1.410(b)-7 (without regard to Treas. Reg. §§1.410(b)-7(c)(1)
and (c)(2)), regardless of the testing method(s) used in the other plan(s), in
accordance with Treas. Reg. §1.401(m)-2(a)(3)(ii), and regardless of whether or
not the plans are, in fact, aggregated.

    (iii) If
the plans to which matching contributions were made on behalf of a Highly
Compensated Employee have different plan years, the Highly Compensated
Employee’s Contribution Percentage for this Plan is determined by aggregating
the matching contributions made with respect to the Highly Compensated Employee
under the other plan(s) made within the Plan Year of this Plan.  In
addition, in determining Compensation for the Highly Compensated Employee,
compensation paid under the other plan(s) during the Plan Year of this Plan
shall be taken into account, using the definition of Compensation in this
Plan.

    (iv) With
respect to Plan Years beginning on and after January 1, 2006, if the Plan fails
the Average Contribution Percentage  test, then, to the extent that
contributions made with respect to a Highly Compensated Employee under more than
one plan of the Employer or a Related Employer with respect to the Plan Year
being tested are aggregated for purposes of the ACP test, the amount required to
be distributed (or forfeited) from this Plan as an excess aggregate contribution
shall not exceed the amount of the contributions made to this Plan, in
accordance with Treas. Reg.  §1.401(m)-2(b)(2).

    (v)
Effective with respect to Plan Years beginning on and after January 1, 2006: (1)
the ESOP portion of the Plan, if any, and the non-ESOP portion of the Plan,
which would otherwise be mandatorily disaggregated under Treas.
Reg.  §1.410(b)-7(c)(2), are permitted to be aggregated for purposes
of the ACP test; and (2) the 401(k) portion of the Plan, and the 401(m) portion
of the Plan, which would otherwise be mandatorily
disaggregated under Treas. Reg.  §1.410(b)-7(c)(1), are permitted to
be aggregated for purposes of ACP testing.

      (c) Excess.  If
the tests in subsection (a) above otherwise would not be met, the following
adjustment shall be made with respect to the excess Company matching
contributions of Highly Compensated Participants so that after adjustment one of
the two tests is met--

    


    
      
         


      

      
        69

        
          

        

      

      
         


        
           Section
7.06

        

      

    


    
      (1) On or
before the fifteenth (15th) day of the third (3rd) month following the close of
the Plan Year with respect to which the limits in subsection (a) are exceeded,
but in no event later than the close of the following Plan Year, the Plan
Administrator may direct the Trustee to distribute to each Highly Compensated
Participant, beginning with the Participant having the greatest excess aggregate
contributions, the amount of such excess aggregate contributions (together with
income or loss allocable thereon determined in the same manner as for Excess
Salary Reductions under this Plan) and continuing as necessary, until his
aggregate contributions are reduced to the aggregate contributions of the Highly
Compensated Employee with the next highest aggregate contributions and so forth,
until subsection (a) is satisfied.  Such distributions shall be made
to each Highly Compensated Employee on the basis of the respective portions of
the excess aggregate contributions attributable to such Highly Compensated
Employee as determined under the following procedures:

    (A)
Calculate the dollar amount of excess aggregate contributions for each affected
Highly Compensated Employee as follows:

    (i) reduce the Average
Contribution Percentage of the Highly Compensated Employee with the highest
Average Contribution Percentage by the amount required to cause the ACP
test to be met or, if greater, by the amount required to cause such Highly
Compensated Employee’s Average Contribution Percentage to equal the Average
Contribution Percentage of the Highly Compensated Employee with the next highest
Average Contribution Percentage;

    (ii)
repeat the process in (i) above, until the Plan satisfies the ACP test and the
highest permitted Average Contribution Percentage is determined ;

    (iii) the
amount of excess aggregate contributions for each Highly Compensated Employee
shall be an amount equal to such Highly Compensated Employee’s Company matching
contributions taken into account in determining such Highly Compensated
Employee’s Average Contribution Percentage prior to applying (i) and (ii) above,
minus an amount determined by multiplying such Highly Compensated Employee’s
Average Contribution Percentage, determined after applying (i) and (ii) above,
by the


    
      
         


      

      
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           Section
7.06

        

      

    


     Compensation
used in determining such Highly Compensated Employee’s Average Contribution
Percentage;

    (B)
Determine the total of the dollar amounts (excess aggregate contributions)
calculated in Step (A);

    (C)
Distribute the total excess aggregate contributions determined in (B) above as
follows:

    (i)
Reduce the Company matching contributions of the Highly Compensated Employee
with the highest dollar amount of Company matching contributions by the amount
required to cause that Highly Compensated Employee’s Company matching
contributions to equal the dollar amount of the Company matching contributions
of the Highly Compensated Employee with the next highest dollar amount of
Company matching contributions.

    (ii)
Distribute the amount determined in (i) above to the Highly Compensated Employee
with the highest dollar amount (however, if a lesser reduction, when added to
the total dollar amount already distributed under this step, would equal the
total excess aggregate contributions, distribute the lesser reduction
amount);

    (D) If
the total amount distributed under (C) above is less than the total excess
aggregate contributions, repeat step (C).

    (2)
Effective January 1, 2006, if the Company has timely elected that the Average If
the Company has timely elected that the Average Contribution Percentage Tests in
Subsection (a) above will be applied using the Average Contribution Percentages
of Non-Highly Compensated Employees for the current Plan Year, then, with
respect to the Plan Year for which the Company has elected to use the current
year Average Contribution Percentages of Non-Highly Compensated Employees, the
Company may, in its

      discretion,
make such qualified Non-elective contributions, elective contributions, as
necessary in order for the tests in subsection (a) to be satisfied, subject to
the following restrictions:

      (A) Such
contributions shall be fully vested and subject to the same restrictions on
distribution as Salary Reduction Contributions;

    


    
      
         


      

      
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           Section
7.06

        

      

    


    
      (B) With
respect to Plan Years beginning on and after January 1, 2006, qualified
non-elective contributions allocated to Non-Highly Compensated Employees cannot
be used to satisfy the requirements of Section 7.06(a) to the extent they exceed
the product of that Non-Highly Compensated Employee’s Compensation and the
greater of 5% (10% if the qualified Non-elective contribution is being made in
connection with an Employer’s obligation to pay prevailing wages under the
Davis-Bacon Act) or two (2) times the Plan’s “representative contribution
rate.”  For purposes of this paragraph, “representative contribution
rate” means the lowest applicable contribution rate of any eligible Non-Highly
Compensated Employee among a group of eligible Non-Highly Compensated Employees
that consists of half of all eligible Non-Highly Compensated Employees for the
Plan Year (or, if greater, the lowest applicable contribution rate of any
eligible Non-Highly Compensated Employee in the group of all eligible Non-Highly
Compensated Employees for the Plan Year and who is employed by the Employer on
the last day of the Plan Year).  For purposes of this paragraph, the
“applicable contribution rate” for an eligible Non-Highly Compensated Employee
is the sum of the Company matching contributions taken into account under this
paragraph (c)(2) for the eligible Non-Highly Compensated Employee for the Plan
Year and the qualified non-elective contributions made for the eligible
Non-Highly Compensated Employee for the Plan Year, divided by the eligible
Non-Highly Compensated Employee’s Compensation for the same period.

    (C) With
respect to Plan Years beginning on and after January 1, 2006, qualified matching
contributions allocated to Non-Highly Compensated Employees cannot be used to
satisfy the requirements of the Average Contribution Percentage  test
to the extent they exceed the greatest of (i) 5% of Compensation, (ii) the
Employee’s elective deferrals for the Plan Year, and (iii) the product of two
(2) times the Plan’s “representative matching rate” for the Plan Year and the
Employee’s elective deferrals for the Plan Year.  For purposes of this
paragraph, “representative matching rate” means the lowest matching rate for any
eligible Non-Highly Compensated Employee among a group of Non-Highly Compensated
Employees that consists of half of all eligible Non-Highly Compensated Employees
who make elective deferrals for the Plan Year (or, if greater, the lowest
matching rate for all eligible Non-Highly Compensated Employees


    
      
         


      

      
        72

        
          

        

      

      
         


        
           Section
7.06

        

      

    


    in the
Plan who are employed by the Employer on the last day of the Plan
Year).  Except as otherwise provided in Treas. Reg.
§1.401(m)-2(a)(5)(ii)(D), with respect to after-tax contributions, for purposes
of this paragraph, the “matching rate” for an eligible Non-Highly Compensated
Employee is generally the matching contributions made for such Employee divided
by the Employee’s elective deferrals for the Plan Year, provided, however, that
if the matching rate is not the same for all levels of elective deferrals for an
Employee, the Employee’s matching rate is determined assuming that an Employee’s
elective deferrals are equal to 6% of Compensation.

    (3) In
its discretion, Plan Administrator may limit Employee or matching contributions
in a manner that prevents excess aggregate contributions from being made,
provided that any such limit shall be nondiscriminatory, applied on a uniform
basis and permitted by applicable provisions of the Code and regulations
thereunder.

    (4)
Alternatively, instead of distributing excess aggregate contributions, the Plan
Administrator may forfeit excess matching contributions, if forfeitable, and
apply such forfeitures in accordance with Section 3.05.

    (d) For
purposes of determining the Contribution Percentage test matching contributions
will be considered made for a Plan Year if made no later than the end of the
twelve (12) month period beginning on the day after the close of the Plan
Year.

    (e) The
Company shall maintain records sufficient to demonstrate satisfaction of the
Average Contribution Percentage Test and the amount and types of Contributions
used in such test.

    


    ARTICLE
VIII

    TOP-HEAVY
REQUIREMENTS

    8.01  When
Top-Heavy Provisions Are Operative.  The Top-Heavy provisions
of this Article VIII shall be operative for any Plan Year beginning after
December 31, 1983 with respect to which the Plan is Top-Heavy, and for such Plan
Year they shall supersede any Plan provisions failing to meet or exceed the
requirements for Top-Heavy plans under Section 416 of the Code.  In
the event that Congress should provide by statute, or the Treasury Department or
the Internal Revenue Service should provide by regulation or ruling, or it
should be judicially or otherwise determined that the Top-Heavy provisions
provided for in this Plan, or any part thereof, are not
necessary


    
      
         


      

      
        73

        
          

        

      

      
         


        
           Section
8.01

        

      

    


     in
order for the Plan to meet the requirements for a qualified profit sharing plan
under the Code for a Plan Year, such provisions, or part thereof, shall become
void and shall not apply for such Plan Year without the necessity of amendment
to the Plan.

    8.02  Top-Heavy
Minimum Contributions.

    (a) If
the Plan is Top-Heavy for a Plan Year, the Company contribution (including
reallocated forfeitures) allocated to each Non-Key Employee Participant who is
employed by the Company at the end of the Plan Year shall not be less than the
required Top-Heavy percentage of the Participant's compensation (as defined in
Code Section 415) for the Plan Year.  The required Top-Heavy
percentage is the lesser of (1) three percent (3%), or (2) the percentage
at which contributions (including reallocated forfeitures) are made (or required
to be made) under the Plan for the Plan Year for the Key Employee Participant
for whom such percentage is the highest for the Plan Year.  In
determining a Key Employee's percentage for purposes of (2), above, (i) all
defined contribution plans included in a required aggregation group with the
Plan shall be treated as one plan, (ii) for Plan Years beginning after
December 31, 1988, elective contributions and, for Plan Years beginning
after December 31, 1984, amounts contributed pursuant to a salary reduction
agreement shall be included in determining the amount contributed on behalf of a
Key Employee, and (iii) the contributions allocated to the Key Employee shall be
divided by so much of the Key Employee's total compensation for the Plan Year as
does not exceed the limitation on Compensation under the Plan.  The
Top-Heavy minimum allocation shall be determined without regard to any social
security contribution by the Company, and, for Plan Years beginning after
December 31, 1988, without regard to any elective contributions made on behalf
of Employees other than Key Employees.

    (b) Any
individual who would otherwise fail to be allocated Company contributions for
the Plan Year because such individual has (1) failed to complete 1,000 Hours of
Service (or the equivalent), (2) declined to make mandatory contributions to the
Plan, (3) declined to elect Salary Reduction Contributions to the Plan, or (4)
been excluded from the Plan because such individual's compensation is less than
a stated amount (even though the individual must be considered a participant to
satisfy the coverage requirements of Code Section 410(b) in

      accordance
with Code Section 401(a)(5)), shall be considered a Participant for purposes of
applying the Top-Heavy minimum contribution requirements of this Section
8.02.

      (c) If
for any Plan Year, prior to January 1, 2000, in which the Plan is Top-Heavy, but
not Super Top-Heavy, the Company maintains both a defined benefit plan and a
defined contribution plan and the adjusted Code

    


    
      
         


      

      
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           Section
8.02

        

      

    


     Section
415 limits under Code Section 416(h)(1) would otherwise be exceeded, then, to
meet the requirements of Code Section 416(h)(2) and to avoid the application of
Code Section 416(h)(1), the three percent (3%) requirement in Section
8.02(a)(1), above, shall be increased to four percent (4%) for Participants
covered only by a defined contribution plan.

    (d) The
foregoing notwithstanding, no Top-Heavy minimum benefit shall be provided under
this Plan for any Participant with respect to any Plan Year for which the
Participant is covered under another qualified plan or plans of the Company or a
Related Employer and is receiving the Top-Heavy minimum benefits or
contributions required by Code Section 416 under such other plan if the Company
has provided that the minimum allocation or benefit requirement will be met in
the other plan or plans.  The Company maintains a defined benefit
pension plan covering Employees who are also in this Plan. To the extent that a
Top-Heavy minimum benefit is due to a Participant, such minimum benefit shall be
provided under this Plan.

    (e)
Salary Reduction Contributions made on behalf of Non-Key Employees may not be
taken into account in satisfying the top-heavy minimum contribution
requirements.  Prior to Plan Years commencing on and after January 1,
2002, if matching contributions are taken into account for purposes of
satisfying minimum top-heavy contribution requirements, they may not also be
taken into account for purposes of the average contribution percentage tests of
Section 401(m), but instead must meet the general nondiscrimination tests of
Section 401(a)(4) of the Code.  Effective for Plan Years commencing on
or after January 1, 2002, Company matching contributions that are taken into
account for purposes of satisfying the minimum top-heavy contribution
requirements of section 416(c)(2) of the Code and the Plan may nevertheless be
treated as matching contributions for the purposes of the average contribution
percentage tests and other requirements of section 401(m) of the
Code.

    8.03  Top-Heavy
Minimum Vesting.  If the Plan is Top-Heavy for a Plan Year, and
if the Plan contains a Vesting Schedule, vesting in Account Balances under the
Plan for such Plan Year shall be determined under a Top-Heavy Minimum Vesting
Schedule at least as favorable as the following:

    Schedule
(1)

    


    
      
        	
                Years
      of

              	
                Vested
      Percentage

              
	
                Vesting
      Service

              	
                of Accrued
      Benefits

              
	
                less
      than 3

              	
                0%

              
	
                3
      or more

              	
                100%

              


      

    

    


      
        
           


        

        
          75

          
            

          

        

        
           


          
             Section
8.03

          

        

      

    

     

    If the
Plan is, and then subsequently ceases to be, Top-Heavy, the alternate Vesting
Schedule last in force when the Plan was Top-Heavy shall continue in force as
the Plan's Vesting Schedule unless and until specifically
amended.  Any change in Vesting Schedules under this Section shall be
deemed to be a Plan amendment subject to the limitations on reduction of vested
benefits and Participant election rights as set forth in Section
5.10.  To the extent required to be nonforfeitable under Section
416(b) of the Code, the minimum Top-Heavy allocation may not be forfeited under
Section 411(a)(3) of the Code.

    8.04  Determination
of Top-Heavy Status.  Whether this Plan or any other Plan
included in a required aggregation group of which this Plan is a part is
Top-Heavy (within the meaning of Section 416(g) of the Code) shall be determined
under (a) the method, if any, that uniformly applies for accrual purposes under
all plans maintained by the Related Employees, or (b) if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of the
Code.

    


    ARTICLE
IX

    LEVERAGE, VOTING RIGHTS AND
OTHER PROVISIONS RELATING TO STOCK

    9.01  Leverage.  The
Plan Administrator may direct the Trustee to incur debt obligations from time to
time to finance the acquisition of Company Stock for the Trust.  Any
such debt obligation ("Acquisition Loan") shall bear a reasonable rate of
interest, an ascertainable period of maturity, and may be secured by a
collateral pledge of the Company Stock so acquired.  All Company Stock
acquired with the proceeds of the Acquisition Loan, whether or not pledged,
shall be placed in a Loan Suspense Account until released in accordance with
Section 4.03(f).  No other Trust assets may be pledged as collateral
by the Trustee, and no lender shall have recourse against Trust assets other
than any shares of Company Stock remaining subject to pledge.  An
Acquisition Loan must provide that, in the event of default, the value of Plan
assets transferred in satisfaction of the Acquisition Loan must not exceed the
amount of default.  If Company or any disqualified person (within the
meaning of section 4975 of the Code) is the Lender, the Acquisition Loan must
provide for a transfer of Plan assets on default only upon, and to the extent
of, the failure of the Plan to meet the payment schedule of the Acquisition
Loan.  Payments of principal and interest on any debt obligation shall
be made by the Trustee (as directed by either the Administrative or Investment
Committee) only from Employer Contributions in cash to the Trust and from any
cash dividends received by the Trust on such


    
      
         


      

      
        76

        
          

        

      

      
         


        
           Section
9.01

        

      

    


     Company
Stock.  The proceeds of an Acquisition Loan shall be used only to
acquire Company Stock, to repay such loan, or to repay a prior Acquisition Loan
within a reasonable period of time after receipt.

    9.02  Voting of
Stock.

    (a) The
Trustees, subject to Section 9.02(b), below, shall have the right to exercise
the general voting rights appurtenant to the Company Stock allocated to each
Participant's Account Balance.

    (b) Each
Participant (or, in the event of the Participant's death, the Participant's
Beneficiary) shall have the right to direct the Trustee to the manner in which
whole and partial shares, if any, of Company Stock, allocated to the
Participant's Account as of the record date, are to be voted on each matter
brought before an annual or special shareholders' meeting.  Before
such meeting of shareholders, the Trustee shall furnish to each Participant (or
Beneficiary) a copy of the proxy solicitation material, together with a form
requesting directions on how such shares of Company Stock allocated to such
Participant's account shall be voted on each such matter.  Upon timely
receipt of such directions, the Trustee shall on each such matter vote as
directed the number of shares of Company Stock allocated to such Participant's
Stock Account, and the Trustee shall have no discretion in such
matter.  The directions received by the Trustee from Participants
shall be held in confidence and not divulged to any person unless determined to
be necessary by the Trustee or pursuant to an order issued by a court or agency
with jurisdiction over such matters.  The Trustee shall vote allocated
shares for which it has not received direction in the same proportions as the
voting directions received from Participants for shares allocated to their
Accounts.  In addition, the Trustee which is responsible for voting
unallocated shares shall vote such unallocated shares in the same proportion as
those allocated shares for which voting directions were received.  The
voting instruction form prepared by the Trustee(s) shall state clearly, and in a
manner calculated to be understood by Participants and Beneficiaries, this
provision concerning the voting of allocated shares for which no valid voting
direction is received, as well as the provision concerning the voting of
unallocated shares of Company Stock, so that the Participants and Beneficiaries
can understand the consequence of their failure to vote.

    (c) The
Plan Administrator shall adopt procedures designed to safeguard the
confidentiality of information relating to the purchase, holding, and sale of
securities, and the exercise of voting, tender and similar rights with respect
to such securities by Participants (and Beneficiaries), except to the extent
necessary to comply with Federal laws or state laws not preempted by
ERISA.


    
      
         


      

      
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           Section
9.02

        

      

    

     

    (d) The
Secretary of the Company and of each Participating Employer is hereby designated
as the fiduciary of the Plan for the purpose of ensuring, with respect to the
purchase, holding and sale of securities, that the procedures are in fact
sufficient to safeguard the confidentiality of such information and such
procedures are being followed.  Such individual is also hereby
designated as a fiduciary of the Plan for the purpose of ensuring that an
independent fiduciary is appointed who shall carry out activities relating to
any situations which the Secretary determines involve a potential for undue
influence upon Participants and Beneficiaries with regard to the direct or
indirect exercise of shareholder rights.  For purposes of the
preceding sentence, a fiduciary is not independent if the fiduciary is
affiliated with any sponsor of the Plan.

    (e) Upon
commencement of a tender offer for any Company Stock, or any exchange offer or
offer to purchase Company Stock each Participant and Beneficiary shall have the
right to determine whether shares allocated to their Accounts will be tendered
or sold. The Company shall notify each Plan Participant and Beneficiary of this
right and distribute, or cause to be distributed to them in a timely manner the
same information that is distributed to other shareholders in connection with
the proposed tender offer, exchange or sale, together with a voting instruction
form.  Directions from a Participant or Beneficiary to the Trustee
concerning the tender or sale of Company Stock shall be communicated in writing,
and the Trustee shall tender or sell, or otherwise dispose of the Company Stock
allocated to the Participant’s or Beneficiary’s Account as
directed.  To the extent that Plan Participants or Beneficiaries do not issue valid
directions to the Trustee to sell, exchange or otherwise dispose of the Company
Stock allocated to their Accounts such individuals shall be deemed to have directed the
Trustee that such shares remain invested in Company Stock.

    In the
case of a tender offer, with respect to unallocated shares of Company Stock,
including Leveraged Shares, the Trustee which is responsible for voting and
tendering such unallocated shares of Company Stock shall tender that number of
shares of Company Stock not credited to Plan Participants’ and Beneficiaries’
accounts determined by multiplying the total number of such unallocated shares
by a fraction, of which the numerator is the number of shares of Company Stock
credited to Participants’ and Beneficiaries’ Accounts for which the Trustee has
received valid voting directions to tender, and of which the denominator is the
total number of shares of Company Stock credited to Plan Participants’ and
Beneficiaries’ Account.


    
      
         


      

      
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           Section
9.02

        

      

    


    The
voting instruction form shall state clearly, and in a manner calculated to be
understood by Participants and Beneficiaries, the effect of the Participant or
Beneficiary failing to issue valid voting instructions, and the manner in which
unallocated shares of Company Stock will be voted.

    
      	
               
      

            	
              9.03  Voting
      of Unallocated Stock.

            


    

    As provided in Section 9.02(b), the
Trustee which is responsible for voting unallocated shares of Company Stock
shall exercise voting rights appurtenant to any Stock not allocated to
Participants' accounts, including Stock held in a suspense account pursuant to
Section 7.03 hereof and Leveraged Shares in the Loan Suspense Account. Such
Trustee shall vote such shares of Company Stock in the same proportion on each
issue as those shares credited to Participants’ and Beneficiaries’ Account, for
which valid voting directions are received, are voted; provided, however, to the
extent such shares are subject to a stock pledge which provides for the voting
of such shares, the Trustee shall follow the terms of the Stock
Pledge.  The voting instruction form prepared by the Trustee shall
state clearly, and in a manner calculated to be understood by Participants and
Beneficiaries, this provision concerning the voting of unallocated shares of
Company Stock.

    9.04  Restrictions
on Stock Distributed.   Stock distributions under the Plan
shall be in whole Shares, containing such legends and upon such terms and
conditions and with such restrictions as the Plan Administrator may determine to
be necessary or appropriate to satisfy requirements of the Securities and
Exchange Commission or other applicable laws or regulations.

    9.05  Puts, Calls
and Options.   Except as otherwise provided in this
Article IX, no Stock shall be subject to a put, call, or other option, or
buy-sell or similar arrangement while held in the Fund or at the time of
distribution therefrom.

    9.06  Protections
and Rights Are Nonterminable.  The protections contained in
Section 9.05 hereof shall be nonterminable and, accordingly, shall continue to
exist, even if the Plan ceases to be an employee stock ownership plan as defined
in Section 4975(e)(7) of the Code.

    9.07  Diversification
Election Rights Prior to January 1, 2007.

    (a) With
respect to shares of Company Stock acquired by or contributed to the Plan after
December 31, 1986, any Participant who has attained Age 55 and completed at
least ten (10) years of participation in the Plan shall, prior to January 1,
2007, have the right, in accordance with the terms of this Section 9.07, to make
an election


    
      
         


      

      
        79

        
          

        

      

      
         


        
           Section
9.07

        

      

    


    to
receive a distribution of a portion of such Participant's Account Balance or to
have such portion invested in any of the other available investment options
offered under the Plan.

    (b) An
election to receive a distribution of a portion of an Account Balance or to have
such portion reinvested must be made within ninety (90) days after the close of
a Plan Year within the Participant's qualified election period in accordance
with the provisions of Section 5.08(e) of this Plan.

    (c) An
election pursuant to this Section 9.07 may be made with respect to up to
twenty-five percent (25%) of the Participant's Account Balance, to the extent
such portion exceeds the amount to which a prior election under this Section
9.07 applies, provided, however, that with respect to the last year in a
Participant's qualified election period, such election may be made with respect
to up to fifty percent (50%) of the Participant's Account Balance, to the extent
such portion exceeds the amount to which a prior election under this Section
9.07 applies.

    (d) The
portion of the Participant's Account Balance covered by the election made
pursuant to this Section 9.07 shall either be distributed to the Participant or
reinvested at the Participant’s direction within ninety (90) days after the
period during which the election is made; provided, however, that the
Participant may not elect to redirect investment of his ESOP Account Balance
back into Company Stock.  Effective as of January 1, 2007, this
section shall be superseded by the diversification rights contained in Section
3.06(b)(ii).

    9.08  Dissenters’
Rights.  In accordance with the requirements of Connecticut
General Statutes Section 33-855 et. seq.,  a
Participant who successfully dissents regarding a corporate action enumerated by
such statute shall be entitled to demand payment for their shares of Company
Stock held in the KSOP.  The proceeds of such payment: (i) shall be
available for reinvestment in any of the other investment choices available in
the Plan, in accordance with Section 3.06 of the Plan; and (ii) shall not be
available for distribution unless otherwise distributable under the terms of the
Plan.

    



    
      
         


      

      
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           Section
9.08

        

      

    


    ARTICLE
X

    AMENDMENT, MERGER OR
TERMINATION

    10.01  Amendment.  The
Company reserves the right, at any time and from time to time, by action of its
Board of Directors or its duly authorized officers or committee, to amend or
modify the Plan in part or in whole, for any reason and without the consent of
any Fiduciary, Employee, Participant, Beneficiary or other
person.  Unless required or permitted by the Code or other law, no
such amendment or modification (including those made in connection with
establishing or maintaining the qualified status of the Plan) shall authorize or
permit any part of the funds held under this Plan to be used for, or diverted
to, purposes other than the payment of taxes, the payment of Plan administrative
expenses or for the exclusive benefit of Employees or their Beneficiaries, or
shall be effective to the extent that it has the effect of decreasing a
Participant's accrued benefit, including any early retirement benefit,
retirement-type subsidy or optional form of benefit protected by Code Section
411(d)(6).  For purposes of this paragraph, a Plan amendment which has
the effect of decreasing a Participant's Account Balance or eliminating an
optional form of benefit, with respect to benefits attributable to service
before the amendment, shall be treated as reducing an accrued
benefit.  Any amendment or modification of the Plan may be retroactive
if (a) it does not impair any rights to any benefit under the Plan which any
Participant, Beneficiary or other person would otherwise have had at the date of
such amendment by reason of contributions theretofore made or (b) it is
necessary or appropriate to qualify or maintain the Plan as a plan and trust
exempt from federal income taxation under Sections 401(a), 501(a) and related
provisions of the Code, the provisions of ERISA, or any other applicable
provisions of federal or state law, as now in effect or hereafter amended or
adopted, and any regulations issued thereunder, including without limitation any
regulations issued by the United States Treasury Department or the United States
Department of Labor.  Any amendment to the vesting provisions of the
Plan shall be subject to the rights of certain Participants to elect to have
their vested benefits determined under the Plan without regard to such
amendment, as provided in Section 5.10 hereof.

    10.02  Merger or
Consolidation.  The Company reserves the right at any time and
from time to time by action of its Board of Directors or its duly authorized
officers or committee to merge or consolidate the Plan with, or to transfer any
assets or liabilities to, any other plan, provided, however, that no such
merger, consolidation or transfer may be undertaken unless each Participant
would be entitled to receive a benefit immediately after such merger,
consolidation or transfer if such other plan then terminated which would be
equal to or greater than the


    
      
         


      

      
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           Section
10.02

        

      

    


    benefit
each Participant would have been entitled to receive immediately prior to such
merger, consolidation or transfer if this Plan had then terminated.

    10.03  Termination.  Although
the Company expects to continue this Plan indefinitely, it reserves the right at
any time and from time to time by action of its Board of Directors or its duly
authorized officers or committee to suspend or terminate prospectively its
obligation to pay the costs of or make contributions to the Plan or to terminate
or partially terminate the Plan.  Complete and permanent
discontinuance of contributions under the Plan shall constitute a termination of
the Plan.  All affected Participants with respect to whom the Plan has
been completely or partially terminated shall be fully vested in their Account
Balances as of the date of termination.  During the termination
process the named Fiduciaries of the Plan shall remain in existence and the
provisions of the Plan which are necessary or appropriate for the execution of
the Plan and the distribution or transfer of the assets of the Plan shall remain
in force.

    10.04  Termination
Distributions.  Upon termination or partial termination of the
Plan, no amount shall thereafter be payable under the Plan to or in respect of a
Participant affected by such termination except as provided in this Section
10.04.  In the event of the termination of the Plan, the Account
Balance of each affected Participant will be non-forfeitable.  To the
maximum extent permitted by law, transfers or distributions of Plan assets as
provided in this Section 10.04 shall constitute a complete discharge of all
liabilities under the Plan.  After provision for all expenses of
administration and liquidation, any remaining assets of the Plan which are
available to provide benefits shall be liquidated and the proceeds distributed
among, or applied to provide benefits for or in respect of, the Participants
affected by such termination.  Such distributions or benefits shall be
made or paid in such manner as the Plan Administrator shall determine from among
the forms of payment permitted by Section 6.04 hereof or other payment forms as
may be approved by the Internal Revenue Service, and, effective as of January 1,
2008, in the case of missing or unresponsive Participants or Beneficiaries, may
also be distributed, in the discretion of the Plan Administrator, in an
automatic rollover described in Section 401(a)(31) of the Code (without regard
to: (i) the amount of the individual’s account balance; and (ii) whether the
individual is a Participant prior to normal retirement age), to an interest
bearing, federally insured bank account, or escheated to the state of the
Participant or Beneficiary’s last known address or work location, in accordance
with applicable state law.  Reasonable expenses attendant to locating
a missing or unresponsive Participant or Beneficiary may be charged to the
individual’s


    
      
         


      

      
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           Section
10.04

        

      

    


    account.  In
the discretion of the Plan Administrator or as may be required by applicable law
or regulation, benefit payments, including regular payments to retirees under
the Plan, may be made during the Plan termination process.

    


    ARTICLE
XI

    PARTICIPATING
EMPLOYERS

    11.01  Application
of Plan to Participating Employers. A list of the Company and all
Participating Employers showing the dates of each Employer's participation in
the Plan shall be attached as Exhibit A to this plan document and shall be kept
up to date by the Plan Administrator.

    11.02  Adoption of
Plan.  With the consent of and in such manner and upon such
terms and conditions as may be required or approved by the Company, any Related
Employer or other employer may adopt and maintain this Plan and become a
Participating Employer hereunder by appropriate action of its board of directors
or other governing body.  An Employer may separately adopt this Plan
with respect to different divisions or other reasonable classifications of its
employees and may vary the optional provisions of the Plan (including, without
limitation, eligibility, vesting or contribution provisions) as they relate to
the separate divisions or classifications, provided, however, that such action
shall only be permitted with the consent of the Company and then only as long as
and to the extent that it does not adversely affect the qualified status of the
Plan under the Code.

    11.03  Extent of
Participation.  The participation of each Participating
Employer in this Plan shall be limited to providing benefits for Participants
who are or have been in the employ of such Employer.  Contributions by
a Participating Employer shall be determined on the basis of Participants who
have been employed by that particular Employer.  The Plan shall be
administered as a single plan and not as separate plans of the Company and each
Participating Employer.  Accordingly, unless otherwise directed by the
Company, all funds shall be commingled, held and invested as one
fund.  All contributions made by the Company and by Participating
Employers under the Plan, together with any increment attributable thereto,
shall be used to pay benefits to a Participant under the Plan in accordance with
the provisions of the Plan and without regard to which participating Employer or
Employers have funded the Participant's benefits.  Forfeitures for a
Plan Year shall be allocated among all Participants who would be eligible to
share in any discretionary contributions made by their Employer for the Plan
Year, whether or not any such discretionary contributions are made.

    11.04  Transfer of
Employees Among Employers.  It is anticipated that a
Participant may be transferred between and among the Company and Participating
Employers and Related Employers who are not participating in

     

    
      
        
           


        

        
          83

          
            

          

        

        
           


          
             Section
11.04

          

        

      

    

     


    the Plan.
In the event of any such transfer, the Participant involved shall continue to be
credited Years of Vesting Service.

    11.05  Plan
Administration and Expenses.  The Company or its Board of
Directors shall have authority to appoint a Trustee from time to time, the
Administrative Committee (the “Plan Administrator”), the Investment Committee,
the Review Committee and any successors thereto.  The Plan
Administrator may delegate some or all of its duties as they relate to an
Employer's participation in the Plan to the Employer or a committee appointed by
the Employer to serve as plan administrator with respect to the Employer's
participation in the Plan; provided, however, that any individual so appointed
shall serve without compensation from the Plan for such services.  By
its adoption of this Plan a Participating Employer shall be deemed thereby to
appoint the Company, the Administrative Committee, the Investment Committee, the
Review Committee, the Trustee and other named Fiduciaries of the Plan its
exclusive agents to exercise on its behalf all of the power and authority
conferred upon them by the Plan, said appointment to continue until the Plan is
terminated as to such Employer and the portion of the Fund attributable to the
then Employees of such Employer has been disposed of as provided in Section
11.07 hereof.  The Company, or with its approval, the Plan
Administrator, shall have authority to make any and all necessary or appropriate
rules and regulations, binding upon all persons, including Employers, Employees,
Participants and their Beneficiaries, relating to the participation of Employers
in the Plan.  Upon request of the Company or the Plan Administrator,
each Employer shall pay a proportionate part of the cost of any necessary or
appropriate expenses incurred in respect of the Plan.  An Employer's
proportionate part of any cost shall be determined on the basis of its
proportionate share of contributions to the Fund for the Plan Year, unless the
Company or the Plan Administrator, from time to time or with respect to
particular expenses, determines that another reasonable basis of allocation
shall apply.

    11.06  Plan
Amendment.  The Company may amend the Plan as provided in
Section 9.01 hereof with respect to any Participating Employer and such
Employer's Employees as well as with respect to itself and its Employees,
provided that any Participating Employer within thirty (30) days of notice of an
amendment affecting such Employer or its Employees may make written objection to
the Company concerning the same and, if the matter is not satisfactorily
resolved within a further period of thirty (30) days, such objecting Employer
may voluntarily withdraw from the Plan under Section 11.07 hereof within ten
(10) days of the expiration of such second thirty (30) day period without the
amendment in question becoming effective as to such Employer or its
Employees.  If such timely written objection and voluntary withdrawal
is not made by an Employer, the amendment in question shall be


    
      
         


      

      
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           Section
11.06

        

      

    


    applicable
according to its terms.  With the consent of the Company, any
Participating Employer may amend the Plan as it applies to itself and its
Employees, but any such amendment shall not apply to the Company or to other
Employers or their Employees unless with the consent of the Company such
amendment is adopted by them.  If a Participating Employer or
Employers purport to adopt an amendment to the Plan which is not consented to by
the Company, such amendment shall not be effective and the Company may at its
option require such adopting Employer or Employers to terminate their
participation in this Plan pursuant to Section 11.07 hereof or may take whatever
alternative action it determines to be appropriate under the
circumstances.

    11.07  Termination
of an Employer's Participation.  Without affecting the
continuing participation in the Plan of the Company or any other Employer, the
Company, with or without cause, may terminate the participation of any
Participating Employer in the Plan by written notice to the Employer, and any
Employer may voluntarily terminate its participation in the Plan by written
notice to the Company.  If any Participating Employer ceases to be a
party to this Plan, the Plan Administrator shall cause to be determined that
fraction of the Fund allocable to the then Employees of the terminating
Employer.  Within a reasonable period of time the Trustee shall set
aside sufficient assets from the Fund to equal in value such fraction of the
entire value of the Fund.  The Plan Administrator may direct the
Trustee to (a) distribute such assets as if the Plan had been terminated on the
date such former Employer ceased to be a party to this Plan, (b) deliver such
assets to another plan trustee designated by such former Employer, or (c) take
whatever alternative action may be deemed appropriate under the
circumstances.

    11.08  Restrictions
on Amendments, Mergers or Terminations by Employers.  Any
amendment, merger, consolidation, transfer of assets, termination or partial
termination of or with respect to the participation in the Plan of an Employer
shall be subject to the same restrictions that apply to such actions on the part
of the Company as set forth in Article IX hereof.

    


    ARTICLE
XII

    PLAN FIDUCIARIES AND
ADMINISTRATION

    12.01  Administration
by Named Fiduciaries.  The named Fiduciaries of the Plan are
the Company, the Board of Directors, the Administrative Committee, the
Investment Committee, the Review Committee, the Trustee and any other Fiduciary
identified as a named Fiduciary from time to time by the Company.  The
operation and administration of the Plan shall be controlled and managed by the
named Fiduciaries.  Each named Fiduciary shall


    
      
         


      

      
        85

        
          

        

      

      
         


        
           Section
12.01

        

      

    


    have such
duties, powers and authority and only such duties, power and authority as are
set forth with respect to it in the Plan, and each shall be liable therefor only
to the extent and under the conditions set forth in this Article
XI.  The named Fiduciaries shall administer the Plan in a uniform and
nondiscriminatory manner consistent with the intention that the Plan be a
qualified plan under Section 401(a) and related provisions of the
Code.

    12.02  Administrative
and Investment Committee.  The Board of Directors of the
Employer shall appoint an Administrative Committee.  The
Administrative Committee shall be the named Plan
Administrator.  Effective as of August 1, 2005, the Plan Administrator
is the Compensation and Executive Development Committee. Prior to that date the
Plan Administrator was the Pension and Benefits Committee and, prior to
September 27, 2004, the Employees’ Benefit Committee.  Unless
otherwise determined by the Board, the Administrative Committee shall also
function as the Investment Committee for the Plan.  Effective as
of  August 1, 2005, the Strategic Direction and Finance Committee
shall assume the investment responsibilities associated with  this
Plan, and shall function as the Investment Committee for this Plan. The Board of
Directors may designate a Chairman of such Committee, or each such Committee,
and may fill any vacancy which may occur from time to time in accordance with
the charters of Committees acting as the Administrative Committee and Investment
Committee.  All members of the Administrative Committee and, if any,
the Investment Committee, shall serve on the Board of Directors and may be
Employees and Participants, provided, however, that no member of the
Administrative Committee or Investment Committee  shall be entitled to
act on or decide any matter relating solely to himself or any of his rights or
benefits under the Plan.  Members of the Administrative Committee and
Investment Committee shall not receive any special compensation for serving as a
member but shall be reimbursed for any reasonable expenses incurred in
connection therewith.

    12.03  Duties,
Powers and Authority of the Plan Administrator  The
Administrative Committee shall be the Plan Administrator of the
Plan.  The Plan Administrator shall be responsible for the Plan's
operation and administration, including but not limited to complying with
reporting and disclosure requirements and maintenance of Plan
records.  Except as to such powers and authority as are expressly
reserved to other named Fiduciaries, the Plan Administrator shall possess and
may exercise all power and authority with respect to the control, management,
operation and administration of the Plan, including the power to allocate
fiduciary responsibilities (other than those of the Trustee) among named
Fiduciaries, to designate persons other than named Fiduciaries to carry out
fiduciary responsibilities (other than those of the Trustee) and to engage such
actuaries and accountants (who may be


    
      
         


      

      
        86

        
          

        

      

      
         


        
           Section
12.03

        

      

    


    accountants
for the Company) as it may deem necessary or advisable for purposes of the
Plan.  The Plan Administrator may adopt such rules for the conduct of
its business and administration of the Plan as it considers desirable, including
rules with respect to election periods, the presentation of claims for benefits
under the Plan and appeals from any denial of such claims, provided such rules
do not conflict with applicable law or the terms of the Plan.  The
Plan Administrator shall have the exclusive right to interpret the provisions of
the Plan, to determine any question arising thereunder or in connection with the
administration of the Plan (including the authority to remedy any omissions,
ambiguities or inconsistencies), to decide any claims concerning the eligibility
of any person to participate in the Plan or the right of any person to receive
benefits under the Plan and to authorize the payment of such
benefits.  The Plan Administrator's decision or action in respect of
any of the above shall be conclusive and binding upon all Participants and their
Beneficiaries, heirs, assigns, administrators, executors and any other person
claiming through or under them, subject to such persons' rights to a review of
the denial of any benefit claim under the benefit claims provisions of Section
6.16 hereof.  The Plan Administrator shall keep records of its
administration of the Plan and a Participant shall have the right to inspect
such records as they relate to such Participant's interest under the
Plan.

    12.03A  Duties,
Powers and Authority of the Investment Committee.  The
Investment  Committee shall periodically review the investment
performance and methods of the Trustee and any other funding agency, including
any insurance company, under the Plan and shall make recommendations to the
Board of Directors of the Company concerning the appointment, continuation,
removal or change of the Trustee or any such funding agency. The Investment
Committee shall determine the investment options (such as equity, cash
equivalent or other funds managed by an investment adviser, the Trustee or
others) to be made available under the Plan from time to time for investment by
Plan Participants The Investment Committee shall have the power to direct the
Trustee as to the management, acquisition or disposition of Plan assets
constituting a portion, or portions or all of the Fund.  The
Investment Committee shall have the power to appoint or remove from time to time
one or more investment advisers and to delegate to any such adviser authority
and discretion to manage, acquire or dispose of Plan assets constituting a
portion or portions or all of the Fund.  The Investment Committee
shall have such other powers with respect to the Plan as are set forth in its
charter from time to time.

    12.04  Agent for
Service of Legal Process.  The Secretary of the Company or such
other person as may from time to time be designated by the Plan Administrator
shall be the Plan's agent for service of legal process.


    
      
         


      

      
        87

        
          

        

      

      
         


        
           Section
12.05

        

      

    

     

    12.05  Company
Actions.  Whenever under the terms of the Plan the Company is
required or permitted to do or perform any act, matter or thing, it shall be
done or performed by a duly authorized officer of the Company.

    12.06  Communications
To and From Plan Fiduciaries.  All elections, designations,
requests, notices, instructions, and other communications from a Participant,
Beneficiary or other person to the Plan Administrator or other Fiduciary of the
Plan required or permitted under the Plan shall be in such form as is prescribed
by or acceptable to the Plan Administrator from time to time, shall be mailed by
first-class mail or delivered to such location as shall be specified by the Plan
Administrator, and shall be deemed to have been given and delivered only upon
actual receipt thereof by the Plan Administrator or other appropriate Fiduciary
of the Plan at such location.  All notices, statements, reports and
other communications from the Company, the Plan Administrator or other Fiduciary
of the Plan to any Employee, Participant, Beneficiary or other person which are
required or permitted under the Plan shall be deemed to have been duly given
when delivered to, or when mailed first-class, postage prepaid to such Employee,
Participant, Beneficiary or other person at the address last appearing on the
records of the Plan Administrator for such Employee, Participant, Beneficiary or
other person.  Notwithstanding the foregoing, all communications to
and from Plan Fiduciaries described in this Section 12.06 of the Plan may be
made in electronic form, to the extent prescribed by the Plan Administrator from
time to time and approved by the Commissioner in regulations or other
guidance.

    12.07 Multiple Capacities;
Fiduciary Duties.  Any person or group of persons may serve in
more than one fiduciary capacity with respect to the Plan.  Each
Fiduciary shall discharge its duties with respect to the Plan:

    (a)
solely in the interest of Participants and Beneficiaries and for the exclusive
purpose of providing benefits to them and defraying reasonable expenses of
administering the Plan;

    (b) with
the care, skill, prudence and diligence under the circumstances that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of like character and with like aims;

    (c) to
the extent it has investment authority, by diversifying the investments of the
Plan so as to minimize the risk of large losses, unless under the circumstances
it is clearly prudent not to do so; and

    (d) in accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with the
provisions of ERISA.


    
      
         


      

      
        88

        
          

        

      

      
         


        
           Section
12.05

        

      

    

     

    12.08  Reliance;
Fiduciary Liability; Exoneration.  Each Fiduciary shall be
entitled to conclusively rely upon all tables, valuations, certificates,
opinions and reports which shall be furnished by any accountant, actuary,
auditor, counsel, insurance company or other expert who shall be employed or
engaged by the Company.  No Fiduciary shall be liable:

    (a) for
its own act, or failure to act, except as it has thereby occasioned actual loss
to the Plan or a Participant or Beneficiary by failing properly to discharge a
duty or responsibility expressly imposed upon it by the Plan or by
law;

    (b) for
the act, or failure to act, of another Fiduciary of the Plan, except as such
Fiduciary may have committed one or more of the following breaches of its own
fiduciary responsibilities—

    (1) such
Fiduciary knowingly participates in, or knowingly undertakes to conceal an act
or omission of another Fiduciary, knowing such act or omission is a
breach;

    (2) such
Fiduciary by its failure to observe applicable standards in the administration
of its specific responsibilities which give rise to its status as a Fiduciary,
has enabled another Fiduciary to commit a breach; or

    (3) such
Fiduciary has actual knowledge of a breach by another Fiduciary, unless such
Fiduciary makes reasonable efforts under the circumstances to remedy the
breach.

    (c) with
respect to a breach of fiduciary duty if such breach was committed before the
fiduciary became a fiduciary or after a fiduciary ceased to be a
fiduciary.

    Subject
to the foregoing and the provisions of ERISA, in the absence of fraud or bad
faith, no Fiduciary shall incur or suffer any liability or responsibility to the
Company, the Trustee, any Committee, any Participant or such
Participant's  Beneficiaries, heirs, administrators, executors and
assigns, or to anyone else as the result of the exercise or non-exercise of any
power vested in such Fiduciary under the Plan, nor, without limiting the
generality of the foregoing, as a result of any investment made or continued in
the discretion or at the direction of such Fiduciary.

    12.09  Indemnification
of Fiduciaries.  To the maximum extent permitted by law, no
officer, employee, or director of the Company to whom any duty or power relating
to the administration or interpretation of the Plan or to the management and
control of the assets of the Plan may be delegated or allocated shall be
personally liable by reason of any contract or other instrument executed by or
on behalf of such individual in a Fiduciary capacity with 


    
      
         


      

      
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           Section
12.09

        

      

    


    respect
to the Plan, nor for any action taken or omitted or mistake of judgment made in
good faith, and the Company shall indemnify and hold harmless, directly from its
own assets (including the proceeds of any insurance policy the premiums of which
are paid from the Company's own assets) against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim with
the approval of the Company) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud or bad
faith.

    12.10  Bonding.  Except
as otherwise required by ERISA, no bond or other security need be required of
any Fiduciary of the Plan in any jurisdiction.  The Plan Administrator
shall be responsible to assure that every Fiduciary of the Plan and official of
the Plan, as defined in Section 412 of ERISA, shall be bonded in the manner and
to the extent required by said Section 412.  The amount of any
required bond generally shall not be less than ten percent (10%) of the amount
of funds handled, provided that in no case shall such bond be less than One
Thousand Dollars ($1,000) or more than Five Hundred Thousand Dollars ($500,000)
unless the Secretary of Labor shall properly prescribe an amount in excess of
Five Hundred Thousand Dollars ($500,000).

    


    ARTICLE
XIII

    MISCELLANEOUS
PROVISIONS

    13.01  Plan for
Exclusive Benefit of Employees.  This Plan has been entered
into for the exclusive benefit of Employees, Participants and their
Beneficiaries.  Except as expressly permitted under the provisions of
the Plan or as may otherwise be permitted or required by law, no funds of the
Plan shall at any time revert to, or be used or enjoyed by the Company, or
otherwise than for the benefit of Employees and their Beneficiaries or to pay
taxes or Plan administrative expenses.

    13.02  Rights of
Participants Not Expanded.  Neither the Plan, nor any
provisions thereof, nor the action of the Company in establishing or
participating in the Plan, nor any action taken or done by the Plan
Administrator or the Trustee or other Fiduciary of the Plan, nor participation
in the Plan shall be construed as giving to any person the right to be employed
by or to remain in the employ of the Company or, except to the extent and in the
manner provided for in and subject to all the terms and conditions of the Plan,
the right to any payment or benefit whatsoever.  All Employees shall
be subject to discharge to the same extent as if this Plan had never been
adopted and the Company hereby expressly reserves such right to discharge any
Employee without liability on the part of it, the Plan Administrator, the
Trustee or other Fiduciary of the Plan.


    
      
         


      

      
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           Section
12.09

        

      

    

     

    13.03  Plan
Subject to Insurance Contracts and Trusts.  To the extent that
payment of any benefit under the Plan is provided for by an annuity contract or
any other contract with an insurance company the payment of such benefit shall
be subject to all the provisions of such contract.  In the event that
the Employer establishes a Trust,

    13.04  Governing
Law and Savings Clause.  To the extent not preempted by federal
law, the Plan shall be construed according to the laws of the State of
Connecticut.  If any provision herein is held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions, and the Plan shall be construed and enforced as if such provision
had not been included.

    13.05  Headings.  The
Article and Section headings in the Plan are inserted for convenience of
reference only and are not to be considered in the construction or
interpretation of the provisions of the Plan.

    13.06  Gender and
Number.  As used in the Plan and unless otherwise plainly
required by the context, any gender may be construed to include all genders, and
the singular or plural may be construed to include the plural or singular
respectively.

    13.07  Definitions.  Unless
otherwise plainly required by the context, the capitalized words and phrases
used in the Plan shall have the meanings set forth in the following
Glossary.

    


    GLOSSARY

    


    "Account Balance" shall mean
Participant's share in the Fund from time to time as shown by the records of the
Plan Administrator, and shall include Salary Reduction Contributions, Company
mandatory and Additional Company Contributions, Company matching contributions,
Rollover Contributions, Transfers and such other different amounts as the Plan
Administrator may determine to be appropriate from time to time.  A
Participant's Account Balance shall reflect all contributions allocated to his
Account as adjusted for earnings and other accretions to the Fund and
distributions, losses and other diminutions to the Fund.

    


    "Acquisition Loan" shall mean a
loan or other extension of credit used by the Trust to finance the acquisition
of Company Stock, which loan may constitute an extension of credit to the trust
from a party in interest (as defined in ERISA) or other loan or extension of
credit to the Trust which complies with the requirements of Article IX and
ERISA.

    


    "Actual Deferral Percentage"
shall mean, with respect to a group of Participants, the average of the ratios,
calculated separately for each Participant in the group, of the amount of Salary
Reduction Contributions allocated under the Plan with respect to a Plan Year
(plus any Additional Company Contributions taken into account in the Average
Contributions Percentage test) to the Participant's Compensation for the same
Plan Year.  Company contributions on behalf of any Participant shall
include:

    


    (1) any
Salary Reduction Contributions made pursuant to a Salary Reduction Agreement,
including Excess Salary Reductions of Highly Compensated Employees, but
excluding (a) Excess Salary Reductions of Non-Highly Compensated Employees that
arise solely from Salary Reduction Contributions under this Plan or any Plan of
the Company; and (b) Salary Reductions that are taken into account in the
Average Contributions Percentage test (provided the Actual Deferral Percentage
test is satisfied both with and without exclusion of these Salary Reductions);
and


    
      
         


      

      
        91

        
          

        

      

      
         


        
          Glossary

        

      

    

     

    (2) at
the election of the Company, qualified non-elective contributions and qualified
matching contributions, subject, with respect to Plan Years beginning on and
after January 1, 2006, to the restrictions described in Sections 7.05(b)(2) and
7.06(c)(2) of the Plan.

    


    For
purposes of computing Actual Deferral Percentages, an Employee who would be a
Participant but for the failure to make a Salary Reduction shall be treated as a
Participant on whose account no Salary Reduction Contributions are
made.

    


    "Additional Company Contribution
Account Balance" shall mean that portion of a Participant's Account
Balance attributable to Additional Company Contributions, as adjusted to reflect
their share of the earnings and other accretions to the Fund and distributions,
losses and other diminutions to the Fund.

    


    “Administrative Committee”
shall mean the committee appointed by the Board of Directors  pursuant
to the provisions of Section 12.02 hereof to administer the Plan, or if no such
committee is appointed or there are no members in office, the Board of
Directors. Effective as of August 1, 2005, the Plan Administrator is the
Compensation and Executive Development Committee. Prior to that date the Plan
Administrator was the Pension and Benefits Committee and, prior to September 27,
2004, the Employees’ Benefit Committee.

    


    "Age" shall mean the age of a
person at his last birthday.

    


    "Annuity Starting Date" shall
mean the first day of the first period with respect to which benefits are to be
paid in the form of an annuity or in any other form (not the date benefits
actually commence).  A payment will not be deemed to occur after the
Annuity Starting Date if payment is being reasonably delayed for calculation of
the amount of the benefit.

    


    "Applicable Life Expectancy"
shall mean the life expectancy (or joint and last survivor expectancy)
calculated using the attained Age of the Participant (or designated Beneficiary)
as of the Participant's (or designated Beneficiary's) birthday in the applicable
calendar year reduced by one for each calendar year which has elapsed since the
date life expectancy was first calculated.  If life expectancy is
being recalculated, the applicable life expectancy shall be the life expectancy
as so recalculated.  The applicable calendar year shall be the first
Distribution Calendar Year, and if life expectancy is being recalculated such
succeeding calendar year.

    


    "Average Contribution
Percentage" shall mean, with respect to a group of Participants, the
average, expressed as a percentage, of the Contribution Percentages of the
Participants in each group.

    


    "Beneficiary" or "Beneficiaries" shall mean the
person or persons designated in accordance with the provisions of Section 6.08
hereof or otherwise entitled under the Plan or as provided in Code Section
401(a)(9) and regulations thereunder to receive any benefits to be paid under
the Plan on account of, or following, the death of a Participant.

    


    "Board of Directors" shall mean
the Board of Directors of the Company (or its delegate).

    


    "Code" shall mean the Internal
Revenue Code of 1986, as amended and in force from time to time, or any
successor or substitute provisions of law enacted from time to
time.

    


    “Code Section 415 Compensation"
shall, for purposes of applying the benefit limitations of Article VII, include
a Participant's Earned Income, wages, salaries and fees received for personal
services actually rendered in the course of employment with the Company to the
extent that the amounts are includable in gross income, but
excluding:

    (a)
amounts realized from the exercise of a non-qualified stock option, or when
restricted stock (or property) either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture; and

    (b) amounts
realized from the sale, exchange or other disposition of stock acquired under a
qualified stock option.



    
      
         


      

      
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           Glossary

        

      

    

     

    For Limitation Years beginning on or
after January 1, 1998, Code Section 415 Compensation shall also include any
elective deferral as defined in Code Section 402(g)(3) and any amount which is
contributed or deferred by the Company at the election of the Employee and which
is not otherwise includable in the gross income of the Employee by reason of
Code Sections 125 or 457.  For Limitation Years beginning prior to
January 1, 1998, such elective deferrals are not included in Code Section 415
Compensation. For Limitation Years beginning on or after January 1, 2001, for
purposes of applying the limitations described in this definition of Code
Section 415 Compensation, compensation paid or made available during such
Limitation Years shall include elective amounts that are not includable in the
gross income of the Employee by reason of Code Section 132(f)(4).

    


    Effective with the Limitation Year
beginning in 1998, Code Section 415 Compensation shall include salary reduction
amounts deemed contributed under Section 125 of the Code because the Employee is
unable (or fails) to certify that he or she has other health insurance coverage
and, thus, is unable to elect unreduced salary instead of health insurance
benefits, but only if the Company relies on employee certifications of coverage
and does not otherwise request or collect information regarding the Employee’s
other health coverage as part of the enrollment process for the health
plan. 

    


    Effective
for Plan Years beginning on or after January 1, 2008, Code Section 415
Compensation also includes amounts includible in income under Code Section 409A
or 457(f)(1)(A).

    


    Effective with respect to Plan Years
beginning on or after January 1, 2008, the Code Section 415 Compensation taken
into account with respect to any Participant shall not exceed the limitation in
effect under Code Section 401(a)(17) that applies to that Limitation
Year.  Notwithstanding the foregoing, as permitted in the preamble to
the final Treasury Regulations under Code Section 415, the Plan shall not be
limited to determining a Participant’s Code Section 415 Compensation for a
Limitation Year on the basis of the earliest payments of compensation during a
Limitation Year.

    


    Notwithstanding the foregoing, with
respect to Plan Years beginning on or after January 1, 2008, compensation must
be paid prior to severance from employment to be considered “Code Section 415
Compensation,” except that the following types of payments, if paid by the later
of 2 1⁄2 months following severance from employment, or the end of the Limitation
Year that includes the date of severance from employment, shall be considered
“Code Section 415 Compensation”: (i) regular pay for services during the
individual’s working hours, overtime or shift differential premiums,
commissions, bonuses, or other similar payments, if such payments, absent a
severance from employment, would have been paid to the individual while the
individual continued in employment with the Employer; and (ii) payments for
accrued bona fide sick, vacation, or other leave, but only if the employee would
have been able to use the leave if employment had continued.  Any
payments not described in (i) and (ii) above shall not be considered “Code
Section 415 Compensation” if paid after severance from employment, even if they
are paid within the timeframe specified above, except that payments to an
individual who does not currently perform services for the Employer by reason of
qualified military service (within the meaning of §414(u)(1)) shall be
considered “Code Section 415 Compensation” to the extent the payments do not
exceed the amounts the individual would have received if the individual had
continued to perform services for the Employer rather than entering qualified
military service. “Code Section 415 Compensation” does not include amounts paid
after severance from employment that are severance pay, unfunded nonqualified
deferred compensation, or parachute payments within the meaning of Section
280G(b)(2), even if such amounts are paid within the timeframe specified
above.

    


    Effective with respect to Plan Years
beginning on or after January 1, 2008, the determination of whether compensation
paid to a non-resident alien is compensation for purposes of Code Section 415 is
made without regard to whether the compensation is includible in gross income on
account of the location of the services, provided, however, earnings shall not
include amounts paid as compensation to a nonresident alien as defined in Code
§7701(b)(1)(B), who is not a Participant in the plan to the extent the
compensation is excludible from gross income and is not effectively connected
with the conduct of a trade or business within the United States.

     

    Effective with
respect to Plan Years beginning on or after January 1, 2008, Code Section 415
Compensation for a Limitation Year shall include amounts earned but not paid
during the Limitation Year solely because of the timing of pay periods and pay
dates, provided the amounts are paid during the first few weeks of the


    
      
         


      

      
        93

        
          

        

      

      
         


        
          Glossary

        

      

    


     next
Limitation Year, the amounts are included on a uniform and consistent basis with
respect to all similarly situated employees, and no compensation is included in
more than one Limitation Year.

    


    "Company" shall mean The United
Illuminating Company, or any successor thereto which assumes the Plan or any
predecessor employer which maintained this Plan.  As and to the extent
provided in Article XII hereof, Company may also refer to a participating
Employer as regards its own participation in the Plan.

    


    "Company Mandatory Contribution
Account Balance" shall mean that portion of a Participant's Account
Balance attributable to Company mandatory contributions (i.e., dividend matching
contributions) made on or before January 1, 2003.

    


    "Company Matching Contribution Account
Balance" shall mean that portion of a Participant's Account Balance
attributable to Company matching contributions as adjusted to reflect their
share of earnings and other accretions to the Fund and distributions, losses,
and other diminutions to the Fund.

    


    "Company Stock" shall mean the
common stock of the Company prior to the close of business on July 20, 2000 and,
thereafter, the common stock of  UIL Holdings Corporation, the parent
of the Company, or any successor to UIL Holdings
Corporation.   “Company Stock” shall also include the stock of
any corporation which is a member of the same controlled group of corporations
(as defined in Section 409(l) of the Code) with the Company, if such stock would
constitute “employer securities” as defined in Section 409(l) of the
Code.  The Trustee may acquire Company Stock on the open market or
from any other source; provided that no commission shall be charged with respect
to a purchase of Company Stock from the Company or UIL Holdings Corporation or
any successor to UIL Holdings Corporation.  Such Company Stock may be
authorized and previously unissued Shares.

    


    “Company Stock Fund” (or the
UIL Stock Fund) means the unitized investment fund under the Plan that invests
primarily in the common stock of UIL Holdings Corporation.  Company
Matching Contributions shall be invested n the Company Stock Fund.

    


    "Compensation" (except for Code
Section 415 Compensation, above) shall mean the total compensation paid to an
Employee by the Company with respect to each Plan Year which is currently
includable in gross income and required to be reported as wages on the
Employee's W-2 Form, plus any additional amount of compensation which the
Employee could have elected to receive in cash with respect to the applicable
period but which was instead contributed by the Company to an employee benefit
plan under a Code Section 401(k) or Code Section 125 arrangement, but excluding
any other amounts contributed to or the value of benefits under this Plan or any
other deferred compensation, employee benefit or fringe benefit program or plan
or any other extraneous form of compensation.

    


    In addition to other applicable
limitations set forth in the Plan, and notwithstanding any other provision of
the Plan to the contrary, the Annual Compensation of each Employee taken into
account under the Plan in determining allocations shall not exceed $150,000 as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code ($170,000 for Plan Years
beginning on or after January 1, 2000; $200,000 for the Plan Year beginning
January 1, 2002; $225,000 for the Plan Year beginning January 1,
2007).  The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which compensation is
determined (determination period) beginning with or within such calendar
year.  If a determination period consists of fewer than 12 months, the
Annual Compensation limit will be multiplied by a fraction, the numerator of
which is the number of months in the determination period, and the denominator
of which is 12.

    


    With respect to Plan Years beginning
on and after January 1, 2008, compensation can only be taken into account for
purposes of Article III of the Plan if it is “compensation within the meaning of
section 415(c)(3)” in accordance with Treas. Reg. §1.415(c)-2(e) (regarding
post-severance compensation), as required by Treas. Reg.
§1.401(k)-1(e)(8).

    "Contribution
Percentage" shall mean, with respect to a group of Participants, the
ratios (expressed as a percentage) of the matching contributions (plus voluntary
after-tax contributions, if any) allocated under the Plan on behalf of each
Eligible Participant in the group, with respect to a Plan Year, to the
Participant's Compensation for


    
      
         


      

      
        94

        
          

        

      

      
         


        
          Glossary

        

      

    


     the
Plan Year. For purposes of determining such ratios, “Eligible Participant” is
defined below in this Glossary and is further defined to mean:

    


    
      	
               
      

            	
              (a)
      an Employee who is directly or indirectly eligible to make a Salary
      Reduction Contribution or to receive an allocation of matching
      contributions (including matching contributions derived from forfeitures)
      under the Plan for a Plan Year;

            


    

    


    
      	
               
      

            	
              (b)
      an Employee who is unable to make a Salary Reduction Contribution or to
      receive an allocation of matching contributions because the Employee has
      not contributed to another plan;

            


    

    


    
      	
               
      

            	
              (c)
      an Employee who would be eligible to make Salary Reduction Contributions
      but for a suspension due to a distribution, a loan or an election not to
      participate in the Plan (other than certain one-time elections), even
      though  the Employee may not make such Salary Reduction
      Contributions or receive an allocation of matching contributions by reason
      of such suspension; or

            


    

    


    
      	
               
      

            	
              (d)
      an Employee who is unable to make a Salary Reduction Contribution or to
      receive an allocation of matching contributions because such Employee may
      receive no additional annual additions because of Section 415(c)(1) or
      415(e) of the Code.

            


    

    


    In the
case of a Participant described in paragraphs (a), (b), (c) or (d) above who
makes no Salary Reduction Contributions and receives no matching contributions
under the Plan for a Plan Year, the Contribution Percentage for such Participant
that is to be included in determining the Average Contribution Percentage for
such Plan Year shall be zero.  In determining the Contribution
Percentage, the Plan Administrator may elect, to the extent permitted in
regulations, to take into account elective deferrals (defined in Code Section
402(g)(3)(A) and qualified non-elective deferrals which are subject to Code
Section 401(k) restrictions (as defined in Code Section 401(m)(4)(C))
contributed to any Plan maintained by the Company or a Related
Employer.

    


    In
determining the Contribution Percentage, the following matching contributions
shall be excluded:

    


    (i) matching contributions that a
Participant forfeits because they correspond to Salary Reduction Contributions
in excess of the permissible dollar limits contained in Code Section
402(g);

    


    (ii) matching contributions forfeited,
or returned to the Participant in order to correct an allocation in excess of
Section 415(c) of the Code; and

    


    
      	
               
      

            	
              (iii)
      matching contributions that a Participant forfeits in conjunction with a
      distribution made to correct a failure of the ADP, ACP or multiple use
      test.

            


    

    


    Effective
January 1, 2006, elective deferrals may be used to satisfy the ACP test, subject
to the requirements of Treas. Reg.  § 1.401(m)-2.  Elective
deferrals under a safe harbor plan or other plan that is not subject to ADP
testing may not be used to satisfy the ACP test.  If the same testing
method (i.e., prior year or current year testing) is not used for both the ADP
and ACP tests, Elective deferrals cannot be used to satisfy the ACP test, nor
can they be re-characterized as after-tax contributions for purposes of the ACP
test.

    


    "Distribution Calendar Year"
shall mean a calendar year for which a minimum distribution is
required.  For distributions beginning before a 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 a Participant's death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin
as provided in Section 6.01 or Appendix C, as applicable.

    


    "Effective Date" for purposes
of this restated Plan shall mean January 1, 2002.

    


    “Election Period” shall mean
the period provided under Section 6.10 hereof.


    
      
         


      

      
        95

        
          

        

      

      
         


        
          Glossary

        

      

    


    "Eligible Participant" shall
mean a Participant who has satisfied the eligibility requirements of Article II
and who is therefore eligible to make salary reduction contributions, and to
receive a Company matching contribution whether or not the Participant actually
makes Salary Reduction contributions.

    


    "Employee" shall mean any
person, other than an independent contractor, in the actual employ of the
Company or a Related Employer, who receives therefor a regular stated
compensation, whether on an hourly or salaried basis.  A director of
the Company shall not be considered to be an Employee solely because of such
status as a director.

    


    "Employer" shall mean and
include the Company and any Related Employer or other employer participating in
the Plan.  “Employer” may refer to all Participating Employers
collectively, or to each one individually as the context may
require.

    


    "ERISA" shall mean the Employee
Retirement Income Security Act of 1974 as amended and in force from time to
time, or any successor or substitute provisions of law enacted from time to
time.

    


    “ESOP Account” shall mean that
portion of the Participant’s Account Balance consisting of his TRAESOP and
PAYSOP Account Balance, his Company Matching Contribution Account Balance, his
Company Mandatory Contribution Account Balance and any After-tax Contribution
Account Balance.

    


    "Excess Contributions" shall
mean shall mean with respect to any Plan Year, the excess of (a) the aggregate
amount of Company contributions actually taken into account in computing the
Actual Deferral Percentage of Highly Compensated Employees for such Plan Year,
over (b) the maximum amount of such contributions permitted by the Actual
Deferral Percentage test (determined by reducing contributions made on behalf of
Highly Compensated Employees in order of dollar deferral amounts, beginning with
the highest of such dollar deferral amounts.)

    


    "Excess Salary Reductions"
shall mean those Salary Reductions that are includable in a Participant's gross
income under Section 402(g) of the Code to the extent such Participant's Salary
Reductions exceed the dollar limitation under such Code Section. Excess Salary
Reductions shall be treated as annual additions under the Plan, unless such
amounts are distributed no later than the first April 15th
following the close of the Participant’s taxable year.

    


    "Fiduciary" shall mean any
person who--

    


    
      	
               
      

            	
              (a)
      exercises any discretionary authority or discretionary control respecting
      management of the Plan or exercises any authority or control respecting
      management or disposition of its
assets,

            


    

    


    
      	
               
      

            	
              (b)
      renders investment advice for a fee or other compensation, direct or
      indirect, with respect to any monies or other property of the Plan or has
      any authority or responsibility to do so,
or

            


    

    


    
      	
               
      

            	
              (c)
      has any discretionary authority or discretionary responsibility for the
      administration of the Plan.

            


    

    


    "Fund" shall mean the cash,
securities or other Plan assets held by the Trustee (or other funding agencies
under the Plan) for the purposes of the Plan.

    


    "Hardship Distribution" shall
mean a distribution necessary in light of immediate and heavy financial needs of
the Participant.  Such needs shall be deemed to include tuition
payments for post-secondary education and major medical expenses of the
Participant, members of his immediate family or his dependents, and major
expenses relating to the purchase of Participant's principal residence or to
prevent eviction from, or foreclosure on, the Participant's principal residence,
and, with respect to Plan Years beginning on or after January 1, 2007, payments
for burial or funeral expenses for the employee’s deceased parent, spouse,
children or dependents (as defined in section 152, without regard to section
152(d)(1)(B)); and expenses for the repair of damage to the employee’s principal
residence that would qualify for the casualty deduction under Code Section 165
(determined without regard to whether the loss exceeds 10% of adjusted gross
income).  Such needs shall be determined in accordance with uniform
and nondiscriminatory policies and rules approved by the Plan Administrator in
its discretion from time to time and on the basis of written information
furnished to the Plan Administrator and represented to be true by
the


    
      
         


      

      
        96

        
          

        

      

      
         


        
          Glossary

        

      

    


    Participant.  The
Plan Administrator shall be entitled to conclusively rely upon such written
information, without the necessity of independent investigation, unless it has
reason to doubt the validity of such information on the basis of other
information then in its possession.  Effective with respect to Plan
Years beginning on and after January 1, 2007, the representation provided by a
Participant applying for a hardship distribution, to the effect that his or her
heavy and immediate financial need exists and cannot be relieved by other
resources, may be provided in writing or in such other form as may be approved
by the Commissioner.

    


    "Highly Compensated Employee"
includes Highly Compensated Active Employees and Highly Compensated Former
Employees.  For purposes of this definition, the determination year
shall be the plan year.  The look-back year shall be the twelve-month
period immediately preceding the determination year. A Highly Compensated Active
Employee includes any Employee who (i) was a 5-percent owner at any time during
the determination year or the look-back year, or (ii) for the look-back year had
compensation (defined herein as “Code Section 415 Compensation”) from the
Employer in excess of Eighty Thousand Dollars ($80,000) (One Hundred Five
Thousand Dollars beginning January 1, 2008) (as adjusted pursuant to Section
415(d) of the Code).  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
fifty-fifth (55th) birthday. The determination of who is a Highly Compensated
Employee, including the determinations of the number and identity of Employees
in the top-paid group, the number of Employees treated as 5% owners, and the
compensation that is considered, will be made in accordance with Section 414(q)
of the Code and the regulations thereunder.

    


    "Hour of Service" shall mean
each hour for which:

    


    
      	
               
      

            	
              (a)
      An Employee is paid, or entitled to payment for the performance of duties
      for the Company or a Related
Employer.

            


    

    


    
      	
               
      

            	
              (b)
      An Employee is paid, or entitled to payment by the Company or a Related
      Employer on account of a period of time during which no duties are
      performed (irrespective of whether the employment relationship has
      terminated) due to vacation, holiday, illness, incapacity (including
      disability), layoff, jury duty, military duty, leave of absence or the
      like.

            


    

    


    
      	
               
      

            	
              (c)
      Back pay, irrespective of mitigation of damages, is either awarded or
      agreed to by the Company or a Related
Employer.

            


    

    


    
      	
               
      

            	
              (d)
      Credit is required under applicable state or federal law, including for
      periods of service in the Armed Forces of the United States under the
      Military Selective Service Act as amended.  The nature, extent
      and timing of such credit shall be as required under applicable
      law.

            


    

    


    An Hour of Service to be credited to an
Employee in connection with a period of no more than thirty-one (31) days
falling in two (2) Plan Years shall be credited in the second such Year;
otherwise Hours of Service shall be credited in the Plan Year in which the
duties are performed under Subparagraph (a), above, in which occurs the period
during which no duties are performed under Subparagraph (b), above, and to which
the award or agreement for back pay pertains under Subparagraph (c),
above.  Hours of Service for purposes of subparagraph (b), above, will
be calculated and credited pursuant to Section 2530.200b-2 of the Department of
Labor Regulations, which is incorporated herein by this
reference.  The number of Hours of Service to be credited under either
Subparagraph (b) or (c) for periods described in Subparagraph (b) shall be the
number of working hours regularly scheduled for such periods of
time.  In the case of an Employee without a regular work schedule, an
average of such Employee's actual hours worked for comparable periods of time
shall be credited.

    


    Notwithstanding the foregoing, the same
Hour of Service shall not be credited under more than one of the foregoing
Subparagraphs and for purposes of crediting Hours of Service under either
Subparagraph (b) or (c) for periods described in Subparagraph (b):

    


    
      	
               
      

            	
              (i)
      Except in the case of an authorized leave of absence or required
      government service as described in the definition of One-Year Break in
      Service in this Glossary, no more than five hundred
  one

            


    


    
      
         


      

      
        97

        
          

        

      

      
         


        
          Glossary

        

      

    


    (501)
Hours of Service shall be credited to an Employee on account of any such single
continuous period (whether or not such period occurs in a single Plan Year) and
such hours shall be credited until exhausted beginning with the first day of
such period; and

    


    
      	
               
      

            	
              (ii)
      No Hour of Service shall be credited to an Employee for payments made or
      due under a plan maintained solely for the purpose of complying with
      applicable workmen's compensation, unemployment compensation or disability
      insurance or for payments which solely reimburse the Employee for medical
      or medically related expenses incurred by such
  Employee.

            


    

    


    Hours of Service will be credited for
employment with other members of an affiliated service group under Section
414(m), a controlled group of corporations under Section 414(b), a group of
trades or business under common control under Section 414(c) of which the
Company is a member, and other entity required to be aggregated with the
Company, pursuant to Section 414(o) and the regulations
thereunder.  Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Section 414(n) of the
Code.

    


    "Key Employee" shall mean any
employee or former employee of the Company or of any Related Employer (and any
beneficiary of such an employee) who at any time during the five (5) plan years
ending on the determination date for the Plan Year in question (as defined under
"Top-Heavy" in this Glossary) was:

    


    
      	
               
      

            	
              (a)
      an officer of the Company or of any Related Employer, provided, however,
      that for plan years beginning after December 31, 1983 only officers having
      an Annual Compensation greater than fifty percent (50%) of the dollar
      limitation in effect under Section 415(b)(1)(A) of the Code for the
      calendar year in which the Plan Year ends shall be included and further
      provided that no more than fifty (50) persons or, if lesser, the greater
      of three (3) persons or ten percent (10%) of the employees of the Company
      and the Related Employers shall be treated as
  officers;

            


    

    


    
      	
               
      

            	
              (b)
      one of the ten (10) employees having Annual Compensation of more than the
      dollar limitation in effect under Section 415(c)(1)(A) of the Code for the
      calendar year in which the Plan Year ends and owning (or considered as
      owning within the meaning of Section 318 of the Code) both more than a
      one-half percentage (1/2%) interest and one of the ten (10) largest
      percentage interests in the Company and Related Employers (if two (2)
      employees have the same interest in an employer, the employee having
      greater annual compensation shall be treated as having a larger
      interest);

            


    

    


    
      	
               
      

            	
              (c)
      a person who, without application of the aggregation rules of subsections
      (b), (c) and (m) of Section 414(b) of the Code, owned (or was considered
      as owning within the meaning of Section 318 of the Code) more than five
      percent (5%) of the outstanding stock (or in the case of an unincorporated
      business, of the capital or profits interest) of the Company or Related
      Employer or stock possessing more than five percent (5%) of the total
      combined voting power of all of the stock of the Company or Related
      Employer; or

            


    

    


    
      	
               
      

            	
              (d)
      a person who had Annual Compensation from the Company and/or Related
      Employers of more than One Hundred Fifty Thousand Dollars ($150,000) and
      who, without application of the aggregation rules of subsections (b), (c)
      and (m) of Section 414(b) of the Code, owned (or was considered as owning
      within the meaning of Section 318 of the Code) more than one percent (1%)
      of the outstanding stock (or in the case of an unincorporated business, of
      the capital or profits interest) of the Company or Related Employer or
      stock possessing more than one percent (1%) of the total combined voting
      power of all of the stock of the Company or Related
    Employer.

            


    

    


    Annual Compensation for purposes of
this definition means compensation defined as “Code Section 415(c)
Compensation.”  The determination of who is a Key Employee shall be
made in accordance with section 416(i)(1) of the Code and the applicable
regulations and other guidance of general applicability issued
thereunder.

    


    For Plan Years commencing on or after
January 1, 2002, “Key Employee” shall mean any Employee or former Employee of
the Company or of any Related Employer (and any Beneficiary of
such


    
      
         


      

      
        98

        
          

        

      

      
         


        
          Glossary

        

      

    


    an
Employee) who at any time during the Plan Year ending on the determination date
for the Plan Year in question (as defined under “Top-Heavy” in this Glossary)
was:

    


    
      	
               
      

            	
              (a)
      an officer of the Company or of any Related Employer having an Annual
      Compensation greater than one hundred thirty thousand dollars ($130,000)
      (One Hundred Forty Five Thousand Dollars beginning on January 1, 2007), as
      adjusted pursuant to Section 415(d) of the Code, provided that no more
      than fifty (50) persons (or, if lesser, the greater of three (3) persons
      or ten percent (10%) of the employees of the Company and the Related
      Employers) shall be treated as
officers;

            


    

    


    (b) a
person who, without application of the aggregation rules of subsections (b), (c)
and (m) of Section 414(b) of the Code, owned (or was considered as owning within
the meaning of Section 318 of the Code) more than five percent (5%) of the
outstanding stock (or in the case of an unincorporated business, of the capital
or profits interest) of the Company or Related Employer or stock possessing more
than five percent (5%) of the total combined voting power of all of the stock of
the Company or Related Employer; or

    


    (c) a
person who had Annual Compensation from the Company and/or Related Employers of
more than One Hundred Fifty Thousand Dollars ($150,000) and who, without
application of the aggregation rules of subsections (b), (c) and (m) of Section
414(b) of the Code, owned (or was considered as owning within the meaning of
Section 318 of the Code) more than one percent (1%) of the outstanding stock (or
in the case of an unincorporated business, of the capital or profits interest)
of the Company or Related Employer or stock possessing more than one percent
(1%) of the total combined voting power of all of the stock of the Company or
Related Employer.

    


    "Leased Employee" shall mean
any person (other than an employee of the recipient) who pursuant to an
agreement between the recipient and any other person ("leasing organization")
has performed services for the recipient (or for the recipient and related
persons determined in accordance with Section 414(n)(6) of the Code) on a
substantially full-time basis for a period of at least one year, and such
services are performed under the primary direction or control of the
recipient.  Contributions or benefits provided a leased employee by
the leasing organization which are attributable to services performed for the
recipient employer shall be treated as provided by the recipient
employer.

    


    A leased employee shall not be
considered an employee of the recipient if:  (i) such employee is
covered by a money purchase pension plan providing: (1) a nonintegrated employer
contribution rate of at least ten percent (10%) of compensation, as defined in
Section 415(c)(3) of the Code, but including amounts contributed pursuant to a
salary reduction agreement which are excludable from the employee's gross income
under Section 125, Section 402(a)(8), Section 402(h) or Section 403(b)of the
Code, (2) immediate participation, and (3) full and immediate vesting; and (ii)
leased employees do not constitute more than twenty percent (20%) of the
recipient's nonhighly compensated workforce.

    


    "Leveraged Stock" shall mean
shares of Company Stock which has been acquired by the Plan by means of an
Acquisition Loan.

    


    "Life Expectancy" and "Joint and Last Survivor
Expectancy" are computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax
Regulations.  Unless otherwise elected by the Participant (or spouse,
if applicable) by the time distributions are required to begin, life
expectancies shall be recalculated annually.  Such election shall be
irrevocable as to the Participant (or spouse) and shall apply to all subsequent
years.  The life expectancy of a non spouse beneficiary may not be
recalculated.

    


    "Limitation Year" shall mean
the Plan Year.  Effective with respect to Plan Years beginning on or
after January 1, 2008, if the Plan is terminated on a date other than the last
day of the Limitation Year, the Plan is deemed to have been amended to have
changed Limitation Years, and the dollar limit described in Section 7.01, above,
is pro-rated accordingly.

    


    "Loan Suspense Account" shall
mean the suspense account used to hold Leveraged Stock until released and
allocated pursuant to the terms of the Plan.


    
      
         


      

      
        99

        
          

        

      

      
         


        
           Glossary

        

      

    


    "Non-Highly Compensated
Employee" shall mean any employee or former employee of the Company or a
Related Employer who is not a Highly Compensated Employee.

    


    "Non-Key Employee" shall mean
any employee or former employee of the Company or of any Related Employer (and
any beneficiary of such an employee) who is not a Key Employee.

    


    "Normal Retirement Date" shall
mean a Participant’s sixty-fifth (65th)
birthday, provided however, that on and after April 1, 2005, with respect to
Additional Company Contributions, “Normal Retirement Date” shall mean the later
of a Participant’s sixty-fifth (65th)
birthday or the fifth anniversary of the date he
commenced  participation in the Plan.

    


    "One-Year Break in Service"
shall mean any Plan Year during which an Employee has not been credited with
more than five hundred (500) Hours of Service, provided, however,
that

    


    (a) no
Break in Service shall occur during the term of or as a result of--

    


    
      	
               
      

            	
              (1)
      a leave of absence including written extensions thereof (if the original
      term or duration of an extension is not stated for purposes of the Plan
      each shall be deemed to be for a six (6) month period) granted by the
      Company in accordance with a non-discriminatory and uniform policy,
      or

            


    

    


    
      	
               
      

            	
              (2)
      an Employee's absence while on active service with the government,
      including the armed forces, during a period of national emergency or as
      required by law,

            


    

    


    
      	
               
      

            	
              provided
      the Employee returns to the service of the Company immediately following
      such leave of absence in the case of (1) or within the period during which
      his employment rights are protected by law following his severance from
      such government service in the case of (2), and further provided, in the
      event the Employee shall not return to service as provided above, such
      Employee's employment with the Company shall be treated for purposes of
      this Plan as terminated at the inception of the leave of absence or
      service with the government, as the case may be, and further provided that
      any periods of leave with respect to (2) that are qualified military leave
      shall be deemed to include the necessary preparation time prior to the
      beginning of military service and recuperation time following the
      completion of military service, as described in 20 C.F.R. §§1002.74 and
      1002.259; and

            


    

    


    
      	
               
      

            	
              (b)
      if an Employee shall furnish the Plan Administrator such timely
      information as the Plan Administrator may require to establish the number
      of days that the Employee has been absent from work by reason of the
      pregnancy of the Employee, the birth of a child of the Employee, the
      placement of an adopted child with the Employee or the care of a newly
      born or adopted child of the Employee for a period beginning immediately
      following the birth or placement of such child, then, solely for
      determining whether a One-Year Break in Service has occurred which must be
      taken into account in determining the Employee's Years of Eligibility
      Service and Years of Vesting Service under the Plan, the following shall
      be treated as Hours of Service under the Plan
--

            


    

    


    
      	
               
      

            	
              (1)
      the number of Hours of Service which otherwise normally would have been
      credited to the Employee but for such absence,
  or

            


    

    


    
      	
               
      

            	
              (2)
      in any case in which the Plan Administrator is unable to determine the
      number of Hours of Service described in (1) above, eight (8) Hours of
      Service per day of such absence,

            


    

    


    
      	
               
      

            	
              provided,
      however, that the total number of Hours of Service to be so credited on
      account of any such single pregnancy, birth or adoption shall not exceed
      five hundred one (501) and all of such Hours of Service with respect to
      any such single event shall be credited in the Plan Year in which the
      absence from work begins if such crediting prevents the Employee from
      incurring a One-Year Break in Service for such Plan Year, otherwise all of
      such Hours of Service shall be credited in the immediately following Plan
      Year.

            


    


    
      
         


      

      
        100

        
          

        

      

      
         


        
          Glossary

        

      

    


    "Owner Employee" means an
individual who is a sole proprietor or who is a partner owning more than ten
percent (10%) of either the capital or profits interest of the
partnership.

    


    "Participant" shall mean an
Employee or former Employee who has become a Participant in the Plan in
accordance with Article II hereof and whose interest under the Plan has not been
fully distributed or terminated.

    


    "Participating Employer" shall
mean the Company, and any other Related Employer which by action of the
Company’s Board of Directors has been designated a Participating Employer herein
and which has adopted this Plan, in accordance with the provisions of Article XI
hereof.

    


    “Pension and Benefits Committee
shall mean the committee provided for by the provisions of Section 12.02 hereof,
or if no such committee is appointed or there are no members in office, the
Board of Directors.

    


    "Permanent Disability" shall
mean the incapacity of a Participant to perform the duties of such Participant's
regular occupation because of a medically determinable physical or mental
impairment which results in termination of the Participant's employment
therefor.  Permanent Disability shall commence under the Plan upon the
occurrence of the permanent disability and shall continue so long as the
Participant continues to be so disabled.  Determinations of Permanent
Disability shall be made by the Plan Administrator upon competent medical
evidence, including the opinion of a licensed physician, in a uniform and
nondiscriminatory manner.

    


    "Plan" shall mean The United
Illuminating Company 401(k)/Employee Stock Ownership Plan (“KSOP”), including
this plan document and any other agreement or Trust Agreement forming a part
hereof, together with any and all amendments or supplements
thereto.

    


    "Plan Administrator" shall mean
the Administrative Committee appointed by the Board of Directors pursuant to the
provisions of Section 12.02 hereof to administer the Plan, or if no such
committee is appointed or there are no members in office, the Board of
Directors. Effective as of August 1, 2005, the Plan Administrator is the
Compensation and Executive Development Committee. Prior to that date the Plan
Administrator was the Pension and Benefits Committee and, prior to September 27,
2004, the Employees’ Benefit Committee.

    


    "Plan Year" shall mean a twelve
(12) month period running from the first of January through the end of
December.

    


    "Prior Plan" shall mean The
United Illuminating Company 401(k)/Employee Stock Ownership Plan (“KSOP”) prior
to its restatement in this Plan.

    


    "Related Employer" shall mean a
corporation or other business organization during the period it
is--

    


    
      	
               
      

            	
              (a)
      a member with the Company of a controlled group of
      corporations,

            


    

    


    
      	
               
      

            	
              (b)
      a member with the Company of a group of trades or businesses under common
      control,

            


    

    


    
      	
               
      

            	
              (c)
      a member with the Company of an affiliated service group, all as
      determined pursuant to Sections 414(b), (c) and (m) of the Code, as
      applicable, or

            


    

    


    
      	
               
      

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

            


    

    


    "Required Beginning Date" shall
mean April 1st of the calendar year following the calendar year in which
the Participant attains age 70-1/2 regardless when the Participant
retires.

    


    "Salary Reduction
Contributions" shall mean any employer contributions made to the plan at
the election of the Participant, in lieu of unreduced compensation, and shall
include contributions made pursuant to a salary reduction agreement or other
deferral mechanism.  For non-discrimination and other employee benefit
testing purposes, with respect to any taxable year, a Participant's Salary
Reduction Contribution is the sum of all employer contributions made on behalf
of such participant pursuant to an election to defer under any qualified CODA as
described in section 401(k) of the Code, any simplified employee pension cash or
deferred arrangement as described in


    
      
         


      

      
        101

        
          

        

      

      
         


        
          Glossary

        

      

    


    §402(h)(1)(B),
any eligible deferred compensation plan under §457, any plan as described under
§501(c)(18), and any employer contributions made on the behalf of a Participant
for the purchase of an annuity contract under §403(b) pursuant to a salary
reduction agreement.  Salary Reduction Contributions shall not include
any Contributions properly distributed as excess annual additions.

    


    "Salary Reduction Contribution Account
Balance" shall mean that portion of a Participant's Account Balance
attributable to salary deferral or Salary Reduction Contributions as adjusted to
reflect their share of earnings and other accretions to the Fund and
distributions, losses and other diminutions to the Fund.

    


    "Share(s)" or "Stock" shall mean Company
Stock.

    


    "Super Top-Heavy" shall be
determined in the same manner and shall mean the same as Top-Heavy, except that
the present value of accrued benefits for Key Employees must exceed ninety
percent (90%) of the accrued benefits for all Employees, rather than sixty
percent (60%) as in the case of Top-Heavy.

    


    "Three Months of Service" shall
mean any three (3) consecutive calendar month period beginning on or after the
date an Employee is first credited with an Hour of Service for the
Company.

    


    "Top-Heavy" shall mean that, as
of the determination date with respect to a Plan Year commencing after
December 31, 1983--

    


    
      	
               
      

            	
              (a)
      if the Plan is not included in a required or permissive aggregation group,
      the present value of the accrued benefits for Key Employees under the Plan
      exceeds sixty percent (60%) of the present value of the accrued benefits
      for both Key and Non-Key Employees under the Plan,
  or

            


    

    


    
      	
               
      

            	
              (b)
      if the Plan is included in a required or permissive aggregation group, the
      sum of the present value of accrued benefits for Key Employees under all
      defined benefit plans and all defined contribution plans included in such
      group exceeds sixty percent (60%) of the sum of the present value of
      accrued benefits for both Key and Non-Key
  Employees.

            


    

    


    For purposes of making the above
Top-Heavy determination:

    


    
      	
               
      

            	
              (1)
      The determination date for a given plan year shall be the last day of the
      preceding plan year, or, in the case of the first plan year of a plan, the
      last day of such first plan year.

            


    

    


    
      	
               
      

            	
              (2)
      A required aggregation group consists of: (A) the Plan; and (B) other
      qualified plans required to be aggregated with the Plan under Section
      416(g) of the Code in testing for top-heaviness, i.e., (i) each qualified
      plan of the Employer (all employers required to be aggregated under
      Sections 414(b), (c) or (m) of the Code are considered to be a single
      employer) in which at least one Key Employee participates (in the Plan
      Year containing the determination date or any of the four (4) preceding
      Plan Years) (regardless of whether the Plan has terminated), and (ii) any
      other qualified plan which enables the Plan or a plan described in (i),
      above, to meet the requirements of Sections 401(a)(4) and 410(b) of the
      Code.

            


    

    


    
      	
               
      

            	
              (3)
      A permissive aggregation group consists of (A) the Plan; (B) any plans
      required to be aggregated with the Plan under (2)(B), above and (C) any
      other qualified plans permitted to be aggregated with the Plan under
      Section 416(g) of the Code in testing for top-heaviness, i.e., any other
      such plan which, when considered as a group with the Plan, and any plans
      required to be aggregated with the Plan under (2)(B), above, continue to
      meet the requirements of Sections 401(a)(4) and 410 of the Code, and which
      the Plan Administrator in its discretion chooses to include in the
      group.

            


    

    


    
      	
               
      

            	
              (4)
      Where more than one plan is involved in the determination, the present
      value of accrued benefits (including distributions to be included therein
      in accordance with (10) below) shall be determined separately for each
      plan as of its own determination date falling in the
  same

            


    


    
      
         


      

      
        102

        
          

        

      

      
         


        
          Glossary

        

      

    


    calendar
year as the Plan's determination date with respect to the Plan Year in question,
and the results of such separate determination shall then be aggregated as
provided above.

    


    
      	
               
      

            	
              (5)
      The present value of accrued benefits under a plan shall include the
      present value of accrued benefits derived from all contributions,
      including employer and employee (both voluntary and mandatory)
      contributions, except for the present value derived from tax deductible
      employee contributions which shall not be taken into
    account.

            


    

    


    
      	
               
      

            	
              (6)
      The present value of accrued benefits under a plan shall be determined as
      of the plan's most recent valuation date that falls within the twelve (12)
      month period ending on the plan's determination date.  The
      Plan's valuation date is on December
31.

            


    

    


    
      	
               
      

            	
              (7)
      The present value of a participant's accrued benefits under a defined
      contribution plan shall be the sum of the participant's account balance as
      of the relevant valuation date, plus an adjustment for contributions due
      as of the determination date.  In the case of a plan not subject
      to the minimum funding requirements of Code Section 412, the adjustment is
      the amount of contributions, if any, actually made after the valuation
      date but on or before the determination date, except in the first plan
      year of the plan when the adjustment should also reflect the amount of any
      contributions whenever made that would be allocated as of a date not later
      than the determination date.  In the case of a plan subject to
      the minimum funding requirements of Code Section 412, the adjustment is
      the amount of contributions whenever made that would be allocated as of a
      date not later than the determination
date.

            


    

    


    
      	
               
      

            	
              (8)
      The present value of a participant's accrued benefits under a defined
      benefit plan shall be based upon reasonable interest and mortality
      assumptions specified by the plan.  The accrued benefit of a
      Participant (who is not a Key Employee) under a defined benefit plan shall
      be determined under (i) the method, if any, that uniformly applies for
      accrual purposes under all defined benefit plans maintained by the
      Company, or (ii) if no such uniform method exists, then the slowest
      accrual method permitted under the fractional rule of Section 411(b)(1)(C)
      of the Code.

            


    

    


    
      	
               
      

            	
              (9)
      The accrued benefit of a participant in a plan who is a Non-Key Employee
      but who was a Key Employee in a prior year shall be
      disregarded.

            


    

    


    (10) The
present value of the accrued benefits and the amounts of account balances of an
Employee as of the Determination Date shall be increased by any distributions
made with respect to the Employee under the Plan (and any plan aggregated with
the Plan under Section 416(g)(2) of the Code), if such distribution is made
during the 1-year period ending on the Determination Date and is on account of a
separation from service, death or disability.  In the case of a
distribution made for a reason other than separation from service, death or
disability, these provisions shall be applied by substituting a ‘5-year period’
for a ‘1-year period’. This rule shall apply to distributions under a terminated
plan which, if it had not been terminated, would have been required to be
included in an aggregation group.  It shall also apply to any
unrelated rollover or transfer (i.e. one initiated by the employee and made to a
plan maintained by another, unrelated employer under Code Section 414(b), (c) or
(m)).  The plan accepting an unrelated rollover or transfer shall not
consider the rollover or transfer as part of its present value of accrued
benefits unless the rollover or transfer was accepted prior to December 31,
1983.  In the case of a related rollover or transfer (i.e. one not
initiated by the employee or made to a plan maintained by the same or related
employer under Code Section 414(b), (c) or (m)), the rollover or transfer shall
not be added back but shall be counted in the plan accepting the rollover or
transfer whether the rollover or transfer was accepted before or after December
31, 1983.

    


    
      	
               
      

            	
              (11)
      The accrued benefit of all participants in a plan who have not performed,
      or received credit for, any services for any employer maintaining the plan
      at any time during the five (5) year period ending on the plan’s
      determination date shall be disregarded.  For Plan Years
      beginning on or after January 1, 2002, the accrued benefit of all
      participants in a plan who have not
performed,

            


    


    
      
         


      

      
        103

        
          

        

      

      
         


        
          Glossary

        

      

    


    or
received credit for, any services for any employer maintaining the
plan  at any time during the one (1) year period ending on the plan’s
determination date shall be disregarded.

    


    
      	
               
      

            	
              (12)
      The Top-Heavy determination, including definition of Top-Heavy terms and
      application of the above rules and any other rules which may be necessary
      for the determination shall be made in accordance with Section 416 of the
      Code.

            


    

    


    "Trust Agreement" shall mean a
trust agreement, if such trust agreement is established by the Company, between
the Company and such Trustees as may be appointed by the Company.  In
the event that a trust agreement is established, the trust shall include any and
all amendments or supplements thereto.

    


    "Trustee" shall mean any
Trustees or successor Trustees as in the future or from time to time thereafter
may be appointed or designated by the Company to hold any portion of the Fund
forming a part of this Plan.

    


    "Voluntary Employee After-Tax
Contributions" shall mean that portion of the Participant’s Account
Balance that is attributable to (i) dividends voluntarily reinvested, prior to
July 1, 1998, as after-tax contributions by the Participant in shares of Company
Stock and (ii) the voluntary after-tax contributions that were permitted as part
of the TRAESOP provisions of the Prior Plan and which were matched by a one-half
percent (.5%) Company investment tax credit contribution.

    


    "Years of Service" shall mean
and include each Plan Year, whether commencing before or after the Effective
Date, as to which an Employee is credited with not fewer than One Thousand
(1,000) Hours of Service for the Company or a Related Employer.  If
and to the extent that the Board of Directors of the Company so determines by
rules uniformly applicable to all Employees similarly situated, an Employee who
was in the employ of any business or enterprise substantially all of whose
assets and property are acquired by the Company or a Related Employer by
purchase, merger, consolidation or otherwise, may receive credit for his past
service with such business or enterprise and such service shall be included in
his Years of Service, provided that such past service credit is in accordance
with the safe harbor provisions of Treas. Reg.
§1.401(a)(4)-5(a)(3).

    


    For
purposes of determining eligibility and vesting under the Plan, the following
definitions shall respectively apply:

    


    
      	
               
      

            	
              (a)
      "Years of Eligibility Service" is not defined because eligibility is based
      upon months of service.

            


    

    


    
      	
               
      

            	
              (b)
      "Years of Vesting Service", with respect to the vesting of the Additional
      Company Contribution Account Balance, shall mean and include each Year of
      Service (determined on the basis of Plan Years) credited to an Employee
      (whether before or after the adoption of the Plan or Prior Plans),
      provided, however, that:

            


    

    


    (1) If a
Participant is partially vested prior to incurring a Break in Service, Years of
Vesting Service credited to a Participant after he had incurred five (5)
consecutive One-Year Breaks in Service shall not be taken into account for
purposes of determining the Participant's vesting in his Account Balance accrued
before such Breaks in Service; provided, however, that Years of Vesting Service
earned both before and after such five (5) Year Break in Service shall be
included in determining the Participant’s vested interest in his employer
contribution account balance attributable to employment after such Break in
Service.  If the Participant incurs fewer than five (5) consecutive
One-Year Breaks in Service at a time when the Participant is partially vested,
then Vesting Service earned both before and after such Break in Vesting Service
shall be included in determining the Participant’s vested interest in his
employer contribution account balance attributable to employment both before and
after such Break in Service;

    


    (2) Years
of Vesting Service credited prior to a One-Year Break in Service shall not be
taken into account until the Employee has completed a Year of Service following
such Break; and

    


    (3) If
the Employee had no vested right to his Account Balance under the Plan as of
such Break, no Years of Vesting Service credited prior to such Break shall be
taken into account if the


    
      
         


      

      
        104

        
          

        

      

      
         


        
           Glossary

        

      

    


    number of
his consecutive One-Year Breaks in Service equals or exceeds the greater of five
(5) of his aggregate Years of Vesting Service determined immediately before such
Break.

    


    
      	
               
      

            	
              (c)
      "Years of Top-Heavy Service" shall mean and include each Year of Service
      except that any Year of Service shall not be taken into account
      if:  (1) the Plan was not Top-Heavy for any Plan Year ending
      during such Year: or (2) such Year was completed in a Plan Year beginning
      before January 1, 1984.

            


    

    


    



    
      
         


      

      
        105

        
          

        

      

      
         


        
          Execution
Page

        

      

    

     

    EXECUTION
PAGE

    


    IN WITNESS WHEREOF, this plan document
has been executed by a duly authorized officer of the Company.

    


    
      	 
      	
              THE
      UNITED ILLUMINATING COMPANY

            


    

    


    
      	
              Witness

            	 
      
	
              /s/ Angel A.
      Bruno

            	
              By                /s/Diane
      Pivirotto

            
	 
      	 
      
	 
      	
              Dated:   12/4/08

            
	 
      	 
      


    

     

    
      
         


      

      
        106

        
          

        

      

      
         


        
           Appendix
A

        

      

    


    


    APPENDIX
A

    Matching
Contributions

     

    Effective as of the date that Company
Matching Contribution Account Balances are transferred to this Plan from The
United Illuminating Company Employee Savings Plan ("UI Savings Plan"),the
Company shall make a matching contribution in Company Stock in accordance with
Section 3.02(a)(2) of The United Illuminating Employee Stock Ownership Plan in
the following amounts:

    


    


    


    Period                                                                                       Matching
Contribution

    


    
      	
              June
      1, 1996 -- December 31, 1996

            	
              one-half
      of one percent (.5%) for each one percent (1%) of the first six and
      one-fourth percent (6.25%) of compensation that a Participant elects to
      have withheld during such period and contributed to the UI Savings Plan
      pursuant to a Salary Reduction Agreement, up to a maximum Company matching
      contribution of three and one-eighth percent (3.125%) of a Participant's
      compensation for such period

            


    

    


    
      	
              January
      1, 1997 -- December 31, 1997

            	
              one-half
      of one percent (.5%) for each one percent (1%) of the first six and
      one-half percent (6.5%) of compensation that a Participant elects to have
      withheld during such period and contributed to the UI Savings Plan
      pursuant to a Salary Reduction Agreement, up to a maximum Company matching
      contribution of three and one-fourth percent (3.25%) of a Participant's
      compensation for such period

            


    

    


    
      	
              January
      1, 1998 –December 31, 2002

            	
              one-half
      of one percent (.5%) for each one percent (1%) of the first six and
      three-fourths percent (6.75%) of compensation that a Participant elects to
      have withheld during such period and contributed to the UI Savings Plan
      pursuant to a Salary Reduction Agreement, up to a maximum Company matching
      contribution of three and three-eighths percent (3.375%) of a
      Participant's compensation for such
period

            


    

    


    
      	
              January
      1, 2003 --

            	
              Safe
      Harbor contributions as provided in Section
  3.02(a)(2)

            


    

    


    



    
      
         


      

      
        107

        
          

        

      

      
         


        
           Appendix
B

        

      

    


    APPENDIX
B


    Limitation
on Annual Additions

    Prior
to January 1, 2008

     

    The
provisions of this Appendix B shall be effective with respect to Limitation
Years prior to January 1, 2008.

    


    As and to
the extent necessary to satisfy the limitations of Section 415 of the Code, the
limitations of this Appendix H shall apply notwithstanding any other
provision of this Plan.  Annual additions with respect to a
Participant under this and all other defined contribution plans (whether
terminated or not) ever maintained by the Company or a Related Employer
consisting of:

    


    
      	
               
      

            	
              (a)
      all Employer contributions and the Contributions made pursuant to a Salary
      Reduction Agreement, and all Employee contributions, if
    any;

            


    

    


    
      	
               
      

            	
              (b)
      forfeitures, if any;

            


    

    


    
      	
               
      

            	
              (c)
      the Participant’s voluntary contributions, if
  any;

            


    

    


    
      	
               
      

            	
              (d)
      amounts allocated after March 31, 1984, to an individual medical account,
      as defined in Section 415(1)(2) if the Code, which is part of a pension or
      annuity plan maintained by the Company;
and

            


    

    


    
      	
               
      

            	
              (e)
      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 Section 419A(d)(3) of the Code under a welfare
      benefit fund, as defined in Section 419(e) of the Code, maintained by the
      Company,

            


    

    


    shall
not, with respect to any Limitation Year, exceed the lesser of:

    


    
      	
               
      

            	
              (i)
      one hundred percent (100%) of Code Section 415 Compensation of the
      Participant for Limitation Years commencing on or after January 1, 2002
      (twenty-five percent (25%) of such Compensation before such date),
      excluding any medical benefits described in Sections 401(h) or 419A(f)(2)
      of the Code which are otherwise treated as annual additions under Sections
      415(b) or 419A(d)(2) of the Code;

            


    

    


    
      	
               
      

            	
              (ii)
      Thirty Thousand Dollars ($30,000) as indexed (Thirty-Five Thousand Dollars
      ($35,000) for Limitation Years beginning on or after January 1, 2001), and
      Forty Thousand Dollars ($40,000), as adjusted for increases in the
      cost-of-living under Section 415(d) of the Code for Limitation Years
      commencing on or after January 1, 2002 (i.e., $41, 000 for 2004, $42,000
      for 2005, $44,000 for 2006, and $45,000 for 2007);
  or

            


    

    


    
      	
               
      

            	
              (iii)
      prior to January 1, 2000, the maximum amount which, when considered in
      conjunction with benefits of the Participant under all defined benefit
      plans maintained by the Company or by Related Employers does not cause the
      limitations of Section 415 of the Internal Revenue Code of 1986, in effect
      from time to time, to be exceeded.

            


    

    


    The annual additions for any Limitation
Year beginning before January 1, 1987 shall not be recomputed to treat all
Employee contributions as an annual addition.  The compensation
limitation referred to in (i), above, shall not apply to any contribution for
medical benefits (within the meaning of Section 401(h) or Section 419A(f)(2) of
the Code) which is otherwise treated as an annual addition under Section
415(l)(l) or 419A(d)(2) of the Code.

    


    In determining annual additions,
forfeitures of Company Stock shall be based upon the fair market value of
Company Stock as of the Anniversary Date.  Any Company contributions
which are applied by the Trustee (not later than the due date, including
extensions, for filing the Company's federal income tax return for that Plan
Year) to pay interest on an Acquisition Loan, and any Leveraged Shares which are
allocated as forfeitures, shall not be included


    
      
         


      

      
        108

        
          

        

      

      
         


        
           Appendix
B

        

      

    


    as annual
additions under this Section; provided, however, that the provisions of this
sentence shall be applicable only in Plan Years for which not more than
one-third (1/3) of the Company contributions applied to pay principal and
interest on an Acquisition Loan are allocated to Account Balances of Highly
Compensated Employees.

     

    
      
         


      

      
        109

        
          

        

      

      
         


        
           Appendix
C

        

      

    


    APPENDIX
C

    Required
Minimum Distributions

    Prior to January 1,
2003

     

    Notwithstanding any provision of the
Plan to the contrary, all distributions from this Plan shall be made in
accordance with Section 401(a)(9) of the Code and regulations issued thereunder,
including the minimum distribution incidental benefit requirement of Treasury
Regulation Section 1.401(a)(9)-2.  Specifically, the timing and form
of benefits permitted under the Plan shall not violate any of the following
requirements of the Code:

    


    
      	
               
      

            	
              (a)
      Not later than the Participant's Required Beginning Date the Participant's
      entire benefits under the Plan
either—

            


    

    


    (1) shall be distributed to the
Participant, or

    


    (2) shall commence to be
distributed—

    


    
      	
               
      

            	
              (A)
      over the life of the Participant or over the lives of the Participant and
      a designated Beneficiary, or

            


    

    


    
      	
               
      

            	
              (B)
      over a period not extending beyond the Life Expectancy of the Participant
      or the Life Expectancy of the Participant and a designated
      Beneficiary.

            


    

    


    
      	
               
      

            	
              If
      the Participant’s benefit is to be distributed over (1) a period not
      extending beyond the life expectancy of the Participant or the joint life
      and last survivor expectancy of the Participant and his designated
      Beneficiary, or (2) over the life of a designated Beneficiary or over a
      period not extending beyond the life expectancy of such designated
      Beneficiary, then the amount required to be distributed for each calendar
      year beginning with distributions for the first Distribution Calendar Year
      must at least equal the quotient obtained by dividing the Participant's
      benefit by the lesser of (a) the Applicable Life Expectancy or (b) if the
      Participant's spouse is not the designated beneficiary, the applicable
      divisor determined from the table set forth in Q & A-4 of Section
      1.401(a)(9)-2 of the Income Tax Regulations.  Distributions
      after the death of the Participant shall be distributed using the
      Applicable Life Expectancy as the relevant divisor without regard to
      regulations Section 1.401(a)(9)-2.  In the case of a Participant
      and spouse, such Life Expectancies may be re-determined from time to time,
      but no more frequently than annually, in accordance with regulations under
      the Code.

            


    

    


    
      	
               
      

            	
              (b)
      The minimum distribution required for the Participant's first Distribution
      Calendar Year must be made on or before the Participant's Required
      Beginning Date.  The minimum distribution for other calendar
      years, including the minimum for the Distribution Calendar Year in which
      the Participant's Required Beginning Date occurs, must be made on or
      before December 31 of that Distribution Calendar
  Year.

            


    

    


    
      	
               
      

            	
              (c)
      If after distribution has begun in accordance with Subsection (a)(2),
      above, a Participant dies and death benefits are payable under the Plan
      such death benefits shall be distributed at least as rapidly as the
      Participant's remaining interest in the Plan would have been distributed
      under the method of distribution in effect as of the date of the
      Participant's death.

            


    

    


    
      	
               
      

            	
              (d)
      If before distribution has begun in accordance with Subsection (a)(2),
      above, a Participant dies and death benefits are payable under the Plan
      such death benefits shall be distributed as of December 31 of the calendar
      year which contains the fifth (5th) anniversary of the death of the
      Participant unless an election is made to receive distributions in
      accordance with (1) or (2) below:

            


    

    


    
      	
               
      

            	
              (1)
      if any portion of the Participant's interest is payable to a designated
      Beneficiary, distributions may be made over the life or over a period
      certain not greater than the
Life

            


    


    
      
         


      

      
        110

        
          

        

      

      
         


        
           Appendix
C

        

      

    


    Expectancy
of the designated beneficiary commencing on or before December 31 of the
calendar year immediately following the calendar year in which the participant
died;

    


    
      	
               
      

            	
              (2)
      if the designated Beneficiary is the Participant's surviving spouse, the
      date distributions are required to begin in accordance with (1) above
      shall not be earlier than the later of (i) December 31 of the
      calendar year immediately following the calendar year in which the
      Participant died or (ii) December 31 of the calendar year in which the
      Participant would have attained age seventy and one-half (70
      1/2).

            


    

    


    
      	
               
      

            	
              If
      the Participant has not made an election pursuant to this Appendix C time
      of his or her death, the Participant's designated Beneficiary must elect
      the method of distribution no later than the earlier of (i) December 31 of
      the calendar year in which the distributions would be required to begin
      under this section, or (ii) December 31 of the calendar year which
      contains the fifth (5th) anniversary of the date of death of the
      Participant.  If the Participant has no designated Beneficiary,
      or if the designated Beneficiary does not elect a method of distribution,
      distribution of the Participant's entire interest must be completed by
      December 31 of the calendar year containing the fifth (5th) anniversary of
      the Participant's death.

            


    

    


    
      	
               
      

            	
              If
      the surviving spouse dies after the Participant, but before payments to
      such spouse begin, the provisions of this section with the exception of
      Section (d)(2) above, shall be applied as if the surviving spouse were the
      Participant.

            


    

    


    
      	
               
      

            	
              (e)
      For purposes of satisfying the above requirements of this Appendix C, any
      amount paid to a child of the Participant shall be treated as if it had
      been paid to the Participant's surviving spouse if such amount will become
      payable to the surviving spouse upon such child reaching majority (or
      other designated event permitted under regulations under the
      Code).

            


    

    


    
      	
               
      

            	
              (f)
      For purposes of this Appendix C, distribution of a Participant's interest
      is considered to begin on the Participant's Required Beginning Date or, if
      the last portion of (d), above, is applicable, the date distribution is
      required to begin to the surviving spouse pursuant to (d),
      above.

            


    

     

    
      
         


      

      
        111

        
          

        

      

      
         


        
          Exhibit
A

        

      

    


    


    EXHIBIT
A

    Participating
Employers

    As of January 1,
2008

    


    


    


    
      
        	
                The
      United Illuminating Company

              


      

    

    


    
      
        	
                UIL
      Holdings Corporation

              


      

    

     

    112