Exhibit 10.11


    
      

    


    ATLAS
      AMERICA

    EMPLOYEE
      STOCK OWNERSHIP PLAN

    RECITALS

    


    Atlas
      America, Inc., a Delaware corporation (the “Company”), desires to recognize and
      reward the contribution by its employees to its successful operation, and to
      provide incentive for its employees to increase their productivity, by enabling
      them to acquire stock ownership interests in the Company and to share in the
      profits of the Company. The Company desires to attain these objectives pursuant
      to a plan designed to invest primarily in stock of the Company, which shall
      qualify as an “employee stock ownership plan” within the meaning of Section
      4975(e)(7) of the Internal Revenue Code of 1986 and Section 407(d)(6) of the
      Employee Retirement Income Security Act of 1974.

    


    The
      Company intends to enter into a trust agreement, known as the “Atlas America
      Employee Stock Ownership Trust” (the “Trust Agreement”), with Frank Carolas,
      Nancy McGurk, and Freddie Kotek, as Trustees, dated as of the date of this
      Plan.
      Pursuant to the Trust Agreement, all contributions made by the Company under
      this plan will be held, managed, and controlled by the Trustees.

    


    Therefore,
      the Company hereby adopts the Atlas America Employee Stock Ownership Plan (the
      “Plan”), effective as of June 30, 2005.


    
      
        
        

      

      
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    ARTICLE
      I

    


    DEFINITIONS

    


    Whenever
      used in this Plan, the following words and phrases shall have the meanings
      stated below, unless a different meaning is plainly required by the
      context:

    


    1-1.    
       Accounts.
      The term
“Accounts” means, collectively, a Participant’s Company Stock Account, Other
      Investments Account, and Transfer Account.

    


    1-2.   
        Code.
      The term
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
      Reference to a section of the Code shall include that section and any comparable
      section or sections of any future legislation that amend, supplement, or
      supersede that section.

    


    1-3.   
        Company
      Stock.
      The
      term “Company Stock” means the shares of common stock issued by the Company,
      provided that the shares constitute “employer securities” as that term is
      defined in Section 409(l) of the Code.

    


    1-4.   
        Company
      Stock Account.
      The
      term “Company Stock Account” means the account established for a Participant by
      the Administrator pursuant to Section 7-1 and to which Company Stock shall
      be
      allocated pursuant to Section 7-3.

    


    1-5.   
        Compensation.
      Except
      as otherwise provided in Section 7-6(a), the term “Compensation” means a
      Participant’s total regular earnings from the Company paid during a Fiscal Year
      for services rendered that are reportable on the Participant’s IRS Form W-2,
      Wage and Tax Statement, including bonuses, overtime, and commissions. In
      addition, the term “Compensation” shall include earnings which are not currently
      includible in a Participant’s gross income for federal income tax purposes by
      reason of Section 125, 132(f), 402(e)(3), 402(h), or 403(b) of the Code.
      However, the term “Compensation” shall not include any of the following: (a) any
      earnings in excess of the amount that is determined under Section 401(a)(17)
      of
      the Code (which amount for the Limitation Year ending September 30, 2005 is
      $210,000); or (b) any contributions or benefits under this Plan or under any
      other pension, profit sharing, insurance, hospitalization, or other plan or
      policy maintained by the Company for the benefit of the Participant. In any
      case
      where a Participant commences participation in the Plan, or resumes active
      participation in the Plan after incurring a One-Year Break-in-Service, on any
      day other than the first day of a Fiscal Year, his or her Compensation for
      that
      Fiscal Year shall be that portion of his or her compensation as determined
      under
      this Section 1-5 paid during the period of his or her participation in the
      Plan
      for that Fiscal Year.

    


    1-6.    
       Controlled
      Group.
      The
      term “Controlled Group” means: (a) the Company and one or more other
      corporations which are members of a “controlled group” of corporations within
      the meaning of Section 414(b) of the Code and the regulations thereunder; (b)
      the Company and one or more unincorporated trades or businesses which are under
      “common control” within the meaning of Section 414(c) of the Code and the
      regulations thereunder; (c) the Company and one or more other organizations
      which are members of an “affiliated service group,” as determined under Section
      414(m) of the Code and the regulations thereunder; and (d) the Company and
      any
      other entities that must be treated as a “controlled group” under Section 414(o)
      of the Code and the regulations thereunder.

    


    1-7.   
        Effective
      Date.
      The
      term “Effective Date” means June 30, 2005, the date upon which this Plan first
      shall be effective.


    
      
        
        

      

      
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    1-8.    
       Employee.
      The
      term “Employee” means any person employed by the Company, including any officer,
      who receives regular Compensation other than retirement benefits under this
      Plan
      and any person who is a Leased Employee. However, if Leased Employees constitute
      less than twenty percent of the Company’s “nonhighly compensated work force” (as
      that term is defined in Section 414(n)(5)(C)(ii) of the Code), the term
“Employee” then shall not include any Leased Employees who are covered by a plan
      described in Section 414(n)(5)(B) of the Code which is maintained by the leasing
      organization.

    


    1-9.   
        ERISA.
      The
      term “ERISA” means Public Law No. 93-406, the Employee Retirement Income
      Security Act of 1974, as amended from time to time.

    


    1-10.  
       ESOP
      Loan.
      The
      term “ESOP Loan” means any loan to the Trustees for the purpose of financing the
      purchase by the Trustees of Company Stock or for the purpose of repaying all
      or
      any portion of any outstanding ESOP Loan.

    


    1-11. 
        Fiscal
      Year.
      The
      term “Fiscal Year” means the year that begins on October 1st and ends on
      September 30th.

    


    1-12. 
        Highly
      Compensated Employee.
      The
      term “Highly Compensated Employee” means any Employee who during a particular
      Fiscal Year: (a) was a “5-percent owner” (as that term is defined in Section
      416(i)(1) of the Code) at any time during the Fiscal Year or during the
      preceding Fiscal Year; or (b) for the preceding Fiscal Year (i) had compensation
      from the Company in excess of $95,000 (as adjusted each Fiscal Year to take
      into
      account any cost-of-living increase adjustment provided for that Fiscal Year
      under Section 415(d) of the Code), and (ii) was in the group of Employees
      consisting of the top 20 percent of the Employees when ranked on the basis
      of
      compensation paid by the Company during the preceding Fiscal Year.

    


    1-13.
        Leased
      Employee.
      The
      term “Leased Employee” means any person (other than an employee of the
      Recipient) who, pursuant to an agreement between the Recipient and any other
      Leasing Organization: (a) 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 (b) has performed these services under the primary direction and control
      of
      the Recipient. For purposes of this Section 1-13, the terms “Recipient” and
“Leasing Organization” shall have the meanings set forth in Section 414(n) of
      the Code.

    


    1-14. 
       Limitation
      Year.
      The
      term “Limitation Year” means the period of twelve consecutive months to be used
      in determining whether the Plan is in compliance with the provisions of Section
      415 of the Code and of the regulations thereunder. The Company shall take all
      actions necessary to ensure that the Limitation Year is the same twelve-month
      period as the Fiscal Year.

    


    1-15.  
      Other
      Investments Account.
      The
      term “Other Investments Account” means the account established for a Participant
      by the Administrator pursuant to Section 7-1 and to which the Participant’s
      share of the Company’s contributions made in cash or in property other than
      Company Stock shall be allocated pursuant to Section 7-4.

    


    1-16. 
       Participant.
      The
      term “Participant” means an Employee who becomes a participant in the Plan under
      the provisions of Section 3-1. An Employee who makes a “rollover contribution”
to the Plan pursuant to Section 14-1, or whose account balances under another
      tax-qualified plan are transferred to this Plan pursuant to Section 14-2 shall
      be deemed to be a Participant to the extent that the provisions of this Plan
      apply to the Transfer Account of the Employee established pursuant to Section
      14-3.


    
      
        
        

      

      
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    1-17.
        Qualified
      Military Service.
      The
      term “Qualified Military Service” means any service performed in the “uniform
      services” (as defined in Title 38 of the United States Code) by an Employee who
      terminates his or her employment with the Company in order to perform this
      service and who is entitled to reemployment with the Company after he or she
      has
      completed this service pursuant to Title 38 of the United States
      Code.

    


    1-18. 
       Related
      Plan.
      The
      term “Related Plan” means any other defined contribution plan (as defined in
      Section 415 of the Code) maintained by the Company or by any other employer
      that
      is: (a) a member of a “controlled group” of corporations which includes the
      Company; (b) under “common control” with the Company; or (c) part of an
“affiliated service group” that includes the Company. For purposes of this
      Section 1-18, the following terms shall be defined as follows: (a) the term
      “controlled group” shall have the meaning set forth in Section 414(b) of the
      Code, as modified by Section 415(h) of the Code; (b) the term “common control”
shall have the meaning set forth in Section 414(c) of the Code, as modified
      by
      Section 415(h) of the Code; and (c) the term “affiliated service group” shall
      have the meaning set forth in Section 414(m) of the Code.

    


    1-19. 
       Transfer
      Account.
      The
      term “Transfer Account” means the account established for a Participant by the
      Administrator pursuant to Section 14-3 and to which shall be credited all
      amounts transferred by the Participant to this Plan from any other tax-qualified
      plan.

    


    1-20. 
       Trust
      Fund.
      The
      term “Trust Fund” means all property held by the Trustees under the Trust
      Agreement.

    


    1-21. 
       Valuation
      Date.
      The
      term “Valuation Date” means the date of termination or partial termination of
      the Plan, the last day of each Fiscal Year, and any other dates that may be
      determined by the Company.


    
      
        
        

      

      
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    ARTICLE
      II

    


    SERVICE
      COMPUTATIONS

    


    2-1.     
      Service.
      The
      term “Service” means the period of employment of an Employee or Participant for
      which he or she receives credit pursuant to the provisions of this Article
      II.

    


    2-2.     
      Hour
      of Service.
      The
      term “Hour of Service” means, with respect to any Employee or
      Participant:

    


    (a)  
       each
      hour
      for which he or she is directly or indirectly paid, or entitled to payment,
      by
      the Company for the performance of duties during the applicable computation
      period;

    


    (b)  
       each
      hour
      for which he or she has been awarded back pay or for which the Company has
      agreed to award him or her back pay, irrespective of mitigation of damages;
      

    


    (c)  
       each
      hour
      for which he or she is directly or indirectly paid, or entitled to payment,
      by
      the Company for reasons other than the performance of duties during the
      applicable computation period (such as for vacation, sickness, injury, or
      disability); and

    


    (d)  
       each
      hour
      for which he or she performs Qualified Military Service, provided that he or
      she
      is rehired by the Company after his or her performance of the Qualified Military
      Service is completed.

    


    Hours
      of
      Service shall not be credited under more than one of the preceding subsections.
      Hours described in clause (a) above shall be credited to the Employee or
      Participant for the computation periods in which the duties were performed.
      Employees for whom the Company does not maintain records of their hours worked
      shall be credited with Hours of Service on the basis of a 45-hour workweek
      or,
      in the case of a partial workweek, on the basis of a ten-hour workday. Hours
      described in clause (b) above shall be credited to the Employee or Participant
      for the computation periods to which the award or agreement pertains, rather
      than for the computation periods in which either payment is actually made or
      amounts payable to the Employee or Participant become due. Hours described
      in
      clause (c) above shall be credited to the Employee or Participant for the
      computation periods during which the events giving rise to the payments
      occurred. Hours of service shall be computed in accordance with paragraphs
      (b),
      (c), and (e) of Section 2530.200b-2 of the Department of Labor Regulations
      under
      ERISA and any successor regulations. The provisions of this Section 2-2 shall
      be
      construed so as to resolve any ambiguities in favor of crediting an Employee
      or
      Participant with Hours of Service.

    


    2-3. 
         One-Year
      Break-in-Service.
      (a)
General.
      The
      term “One-Year Break-in-Service” means any Fiscal Year during which a
      Participant completes 500 or fewer Hours of Service with the
      Company.


    
      
        
        

      

      
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    (b)  
       Pregnancy
      or Birth or Adoption of a Child.
      For
      purposes of determining whether a One-Year Break-in-Service has occurred, a
      Participant shall be given credit for the Hours of Service which normally would
      have been credited but for an absence from work for any period for any of the
      following reasons: (i) by reason of the pregnancy of the Participant; (ii)
      by
      reason of the birth of a child of the Participant; (iii) by reason of the
      placement of a child with the Participant in connection with the adoption of
      the
      child by the Participant; or (iv) for purposes of caring for the child for
      a
      period beginning immediately following the birth or placement. If the
      Administrator is unable to determine the hours which normally would have been
      credited to a Participant but for an absence of the kind described above, there
      shall be credited to the Participant eight Hours of Service per day of absence.
      However, the total number of hours treated as Hours of Service by reason of
      an
      absence of the kind described above shall not exceed 501. The hours described
      in
      this Section 2-3(b) shall be treated as Hours of Service either: (i) only in
      the
      year in which the absence from work begins, if a Participant would be prevented
      from incurring a One-Year Break-in-Service in that year solely because the
      period of absence is treated as Hours of Service; or (ii) in any other case,
      in
      the immediately following year.

    


    2-4.   
        Year
      of Service.
      The
      term “Year of Service” means any Fiscal Year during which an Employee or
      Participant has completed at least 1,000 Hours of Service with the
      Company.

    


    2-5.   
        Credit
      for Service.
      Except
      as otherwise specifically provided below in this Section 2-5, each Employee
      and
      each Participant shall receive credit for each Year of Service for all purposes
      of the Plan, including Years of Service with the Company prior to the Effective
      Date.

    


    (a)  
       Years
      of
      Service prior to the Effective Date with the Company and with employers which
      operated predecessor businesses of the Company shall be credited for all
      purposes of this Plan.

    


    (b)  
       For
      purposes of Article III, an Employee will be deemed to have completed a Year
      of
      Service for the twelve-month period commencing on his or her first date of
      hire
      by the Company if he or she has completed at least 1,000 Hours of Service with
      the Company during that twelve-month period.

    


    (c)  
       If
      an
      Employee fails to complete a Year of Service for the twelve-month period
      commencing on his or her first date of hire by the Company, the determination
      when that Employee has first completed a Year of Service then shall be made
      by
      reference to the Plan’s Fiscal Year, beginning with the Fiscal Year which
      includes the first anniversary of the Employee’s first date of hire by the
      Company.

    


    (d)  
       Years
      of
      Service before a One-Year Break-in-Service shall be disregarded until the
      Employee completes a Year of Service after the break. However, once an Employee
      completes a Year of Service after a One-Year Break-in-Service, his or her
      participation in the Plan shall be effective as of the date of his or her return
      to service if the other conditions for participation are satisfied.

    


    (e)  
       In
      the
      case of a Participant who does not have any nonforfeitable right under the
      Plan
      to an accrued benefit derived from Company contributions, Years of Service
      before any period of five consecutive One-Year Breaks-in-Service shall not
      be
      taken into account in computing that Participant’s period of
      service.


    
      
        
        

      

      
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    (f)    If
      at the
      time that a Participant first incurs a One-Year Break-in-Service any portion
      of
      his or her Accounts is vested pursuant to Article IX, then Years of Service
      completed after a period of five consecutive One-Year Breaks-in-Service shall
      not be counted for purposes of determining the nonforfeitable percentage of
      the
      Participant’s accrued benefit derived from Company contributions which were made
      before that period.

    


    (g)  
       If
      at the
      time that an Employee terminates his or her service with the Company he or
      she
      is not a Participant and he or she is subsequently rehired by the Company after
      a period of five consecutive One-Year Breaks-in-Service, then the Years of
      Service that the Employee completed prior to his or her termination shall be
      disregarded for purposes of determining the nonforfeitable percentage of his
      or
      her accrued benefit derived from Company contributions which are made after
      his
      or her reemployment.

     

    2-6.   
        Service
      with Affiliated Companies.
      For
      purposes of determining Hours of Service and Years of Service under this Article
      II and the vested portion of a Participant’s Accounts under Article IX, credit
      shall be granted for service with any other entity which, together with the
      Company, is a member of a Controlled Group.


    
      
        
        

      

      
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    ARTICLE
      III

    


    PLAN
      PARTICIPATION

    


    3-1.   
        Eligibility
      for Participation.
      (a)
Employees
      other than Leased Employees and Union Employees.
      Each
      Employee shall initially become a Participant in the Plan on the Effective
      Date,
      or else on the first day of any subsequent October 1st or April 1st immediately
      following the date when he or she first meets the following
      requirements:

    
      


      
        	 	
                (i)

              	he or she has completed one Year of Service;
                and


      

    

    


    
      	 	
              (ii)

            	
              he
                or she has attained age 21.

            


    

    


    (b)  
       Leased
      and Union Employees.
      Notwithstanding anything to the contrary contained in subparagraph (a) of this
      Section 3-1, an Employee will not be eligible to participate in this Plan if
      he
      or she is a Leased Employee or if the following conditions exist: (i) the
      Employee is included in a unit of Employees covered by a collective bargaining
      agreement between Employee representatives and the Company; (ii) retirement
      benefits were the subject of good faith bargaining between the Employee
      representatives and the Company; and (iii) as a result of the negotiations,
      either the Employee is covered by another retirement plan to which the Company
      makes contributions or there has been no agreement between the Employee
      representatives and the Company for his or her coverage under this
      Plan.

    


    3-2.   
        Summary
      Plan Description.
      Within
      90 days after the date on which an Employee becomes a Participant in the Plan,
      the Administrator shall furnish him or her with a summary plan description
      containing the information required by Section 102(b) of
      ERISA.

    


    3-3.   
        Subsequent
      Ineligibility of a Participant.
      If at
      any time after an Employee becomes a Participant any of the conditions described
      below in this Section 3-3 shall occur, then that Employee shall cease to be
      a Participant in the Plan for purposes of Section 7-5(b). If either of the
      conditions described in subsections (a) and (b) below shall occur, then the
      affected Participant’s Accounts shall be reduced in the manner provided for in
      Section 9-4 as of the last day of the Fiscal Year in which the condition first
      occurs. The conditions which shall bring this Section 3-3 into effect are the
      following:

    


    (a)  
       the
      Participant incurs a One-Year Break-in-Service and receives or is deemed to
      receive a distribution of the vested portions of the balances credited to his
      or
      her Accounts;

    


    (b)  
       the
      Participant incurs five consecutive One-Year Breaks-in-Service prior to
      receiving a distribution of the vested portions of the balances credited to
      his
      or her Accounts;

    


    (c)  
       the
      Participant becomes a Leased Employee; or

    


    (d)  
       the
      Participant is included in a unit of Employees covered by a collective
      bargaining agreement between Employee representatives and the Company, if
      retirement benefits were the subject of good faith bargaining between the
      Employee representatives and the Company and if, as a result of the
      negotiations, either the Participant is covered by another retirement plan
      to
      which the Company makes contributions or there has been no agreement between
      the
      parties for his or her coverage under this Plan.


    
      
        
        

      

      
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    A
      Participant will be deemed to have received a distribution as of the date of
      his
      or her separation from service with the Company if his or her vested interest
      in
      the balances credited to his or her Accounts is zero. If after a Participant’s
      Accounts have been reduced pursuant to the provisions of this Section 3-3 the
      condition causing the Participant’s Accounts to be placed in suspense is
      eliminated, and if the conditions set forth in Section 9-6 are satisfied, then
      the Participant’s Accounts shall be reinstated as Company Stock and Other
      Investments Accounts on the first day of the first fiscal quarter next
      succeeding the month in which the condition is eliminated.


    
      
        
        

      

      
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    ARTICLE
      IV

    


    ANNUAL
      COMPANY CONTRIBUTIONS

    


    4-1. 
         Annual
      Company Contribution.
      Subject
      to the following provisions of this Article IV, for any Fiscal Year the Company
      may pay over to the Trustees the amount, if any, as an annual contribution
      to
      the Plan for that year as is determined by resolution of the Board of Directors
      of the Company. Payment of all contributions shall be conditioned on
      qualification of the Plan under Section 401(a) of the Code and on deductibility
      of the contributions under Section 404 of the Code. However, for any year during
      which an ESOP Loan is outstanding, the Company shall pay over to the Trustees,
      as contributions to the Plan for that year, no less than the amounts necessary
      to enable the Trustees to pay any maturing obligations under any outstanding
      ESOP Loan.

    


    4-2.  
        Manner
      of Payment.
      The
      Company’s contributions may be made in cash or in shares of Company Stock.
      Contributions shall be made in cash to the extent necessary to enable the
      Trustees to pay any maturing obligations under any outstanding ESOP Loan. Any
      shares of Company Stock contributed to the Plan shall be valued at their fair
      market value as of the date of the contribution, as determined by the Trustees
      based upon a valuation by an independent appraiser to the extent that the
      Company Stock is not readily tradeable on an established securities market
      within the meaning of Section 401(a)(28)C) of the Code.

    


    4-3.  
        Limitation
      on Amount of Annual Company Contribution.
      In no
      event shall the amount of the Company’s contribution under the Plan for any
      Fiscal Year exceed the maximum amount allowable as a deduction in computing
      its
      taxable income for that year for federal income tax purposes.

    


    4-4.  
        When
      Contributions Made.
      The
      Company’s contributions for any Fiscal Year shall accrue on the last day of that
      Fiscal Year and shall be paid over to the Trustees not later than the time
      prescribed by law for filing the Company’s federal income tax return for that
      Fiscal Year (including any extensions of the filing deadline).


    
      
        
        

      

      
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    ARTICLE
      V

    


    INVESTMENT
      OF TRUST ASSETS

     

    5-1.   
        Investment
      Policy.
      Assets
      held in the Trust Fund shall be invested by the Trustees primarily in Company
      Stock. Contributions made by the Company to the Plan and other assets of the
      Trust Fund may be used to acquire shares of Company Stock from any shareholder
      of the Company or from the Company. The Trustees also may invest assets of
      the
      Trust Fund in other properties, as the Trustees deem appropriate for the Trust
      Fund, and as provided in Article II of the Trust Agreement. All purchases of
      Company Stock by the Trustees shall be made only at prices which do not exceed
      the fair market value of the shares purchased, as determined by the Trustees
      based upon a valuation by an independent appraiser to the extent that the
      Company Stock is not readily tradeable on an established securities market
      within the meaning of Section 401(a)(28)C) of the Code.

    


    5-2.   
        Sales
      of Company Stock.
      The
      Trustees may sell shares of Company Stock to any person, including the Company.
      Any sale must be made at a price not less than the fair market value of the
      shares sold as of the date of the sale, as determined by the Trustees based
      upon
      a valuation by an independent appraiser. The Trustees may not sell shares of
      Company Stock in a sale that would be a “prohibited transaction” within the
      meaning of the Code and ERISA.


    
      
        
        

      

      
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    ARTICLE
      VI

    


    SUSPENSE
      ACCOUNT FOR UNALLOCATED SHARES

     

    6-1.   
        Suspense
      Account.
      The
      Administrator shall establish and maintain a “Suspense Account,” to which it
      shall allocate all shares of Company Stock that the Trustees acquire with the
      proceeds of an ESOP Loan. These shares shall be released from the Suspense
      Account at the time and in the manner provided for in Section 6-2 and then
      shall
      be allocated to Participants’ Company Stock Accounts in the manner provided for
      in Article VII.

    


    6-2.   
        Release
      of Company Stock from Suspense Account.
      For
      each Fiscal Year, there shall be released from the Suspense Account that
      percentage of the shares of Company Stock allocated to the Suspense Account
      equal to “Fraction 1” or “Fraction 2,” as those terms are defined below. The
      Company shall determine which fraction shall be used during the initial Fiscal
      Year. However, to the extent that shares of Company Stock allocated to the
      Suspense Account are not pledged as collateral to secure an ESOP Loan, Fraction
      l shall be used.

    


    6-3.   
        Definitions.
       (a) Fraction
      1.
      For
      purposes of this Article VI, the term “Fraction 1” shall mean a fraction, the
      numerator of which is the amount of principal and interest paid on any ESOP
      Loan
      outstanding for a particular Fiscal Year, and the denominator of which is the
      sum of the numerator plus the principal and interest to be paid for all future
      Fiscal Years. If the rate of interest payable under the ESOP Loan is variable,
      the interest rate to be paid in future years shall be assumed to be equal to
      the
      interest rate applicable as of the last day of the Fiscal Year for which a
      calculation is being made.

    


    (b)  
       Fraction
      2.
      The
      Term “Fraction 2” shall mean a fraction, the numerator of which is the amount of
      principal paid on an ESOP Loan for a particular Fiscal Year, and the denominator
      of which is the sum of the numerator plus the principal to be paid for all
      future Fiscal Years.

    


    6-4.   
        Limitation
      on Use of Fraction 2.
      Notwithstanding anything to the contrary contained above in this Article VI,
      the
      Company shall be permitted to use Fraction 2 to determine the number of shares
      of Company Stock to be released from the Suspense Account for any particular
      Fiscal Year only if the following conditions are satisfied:

    


    (a)  
       the
      terms
      of the ESOP Loan provide for annual payments of principal and interest at a
      cumulative rate that is not less rapid at any time than level annual payments
      of
      principal and interest for ten years;

    


    (b)  
       interest
      is disregarded for purposes of determining the number of shares of Company
      Stock
      to be released from the Suspense Account only to the extent that the interest
      would be determined to be interest under standard loan amortization tables;
      and

    


    (c)  
       the
      term
      of the ESOP Loan, together with any renewal, extension, or refinancing of the
      ESOP Loan, does not exceed ten years.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

    


    PARTICIPANTS’
      ACCOUNTS AND ANNUAL ADJUSTMENTS

     

    7-1.  
         Accounts
      for Participants.
      The
      Trustees shall establish and maintain a Company Stock Account and an Other
      Investments Account for each Participant. If the Plan receives the account
      balances of a Participant in a tax-qualified plan or trust in accordance with
      Section 14-2, the Trustees shall also establish and maintain a Transfer Account
      in the name of that Participant.

    


    7-2.  
         Charges
      to Accounts.
      When a
      Valuation Date occurs, any distributions made to or on behalf of any Participant
      or beneficiary since the last preceding Valuation Date shall be charged to
      the
      proper Accounts maintained for that Participant or beneficiary.

    


    7-3.   
        Company
      Stock Account.
      Subject
      to the provisions of Section 7-6, as of the last day of each Fiscal Year, the
      Trustees shall credit to each Participant’s Company Stock Account: (a) the
      Participant’s allocable share of Company Stock purchased by the Trustees or
      contributed by the Company to the Trust Fund for that year; (b) the
      Participant’s allocable share of the Company Stock that is released from the
      Suspense Account for that year; (c) the Participant’s allocable share of any
      forfeitures of Company Stock arising under the Plan during that year; and (d)
      any stock dividends declared and paid during that year on Company Stock credited
      to the Participant’s Company Stock Account.

    


    7-4.   
        Other
      Investments Account.
      As of
      the last day of each Fiscal Year, the Trustees shall credit to each
      Participant’s Other Investments Account: (a) the Participant’s allocable share
      of any contribution for that year made by the Company in cash or in property
      other than Company Stock that is not used by the Trustees to purchase Company
      Stock or to make payments due under an ESOP Loan agreement; (b) the
      Participant’s allocable share of any forfeitures from the Other Investments
      Accounts of other Participants arising under the Plan during that year; (c)
      any
      cash dividends paid during that year on Company Stock credited to the
      Participant’s Company Stock Account, other than dividends which are paid
      directly to the Participant and other than dividends which are used to repay
      an
      ESOP Loan; and (d) the share of the net income or loss of the Trust Fund
      properly allocable to that Participant’s Other Investments Account, as provided
      in Section 7-8.

    


    7-5.   
        Allocations. 
      (a) Eligibility.
      Subject
      to the provisions of Sections 7-6 and 7-7, as of the last day of each Fiscal
      Year, the Company’s contributions for that year, the shares of Company Stock
      that are released from the Suspense Account during that year, and the
      forfeitures arising under the Plan during that year shall be allocated among
      Participants who either: (i) were employed by the Company on the last day of
      that year; or (ii) died or retired on a Retirement Date (as defined in Section
      8-4) during that Fiscal Year. However, a Participant who is not a “key employee”
shall be eligible to share in allocations of Company contributions and
      forfeitures for any Fiscal Year during which the Plan is “top heavy,” regardless
      of whether he or she is credited with a Year of Service for that Fiscal Year.
      For purposes of the preceding sentence, the terms “key employee” and “top heavy”
shall have the meanings set forth in Section 416 of the Code.

    


    (b)  
       Allocation
      Formula.
      The
      portion of the Company’s contribution for any Fiscal Year that is not used to
      pay down an ESOP Loan, the shares of Company Stock released from the Suspense
      Account during that year by reason of Company contributions, and forfeitures
      arising under the Plan during that year shall be allocated to the eligible
      Participants in the proportion that each Participant’s Compensation for that
      year bears to all Participants’ Compensation for that year.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    7-6.    
       Limitation
      on Allocations to Participants.
      (a)
General.
      Notwithstanding any other provisions of the Plan to the contrary, the Annual
      Additions credited to a Participant’s Accounts for any Limitation Year shall not
      exceed an amount equal to the lesser of:

    


    (i)  
       $42,000,
      adjusted each Limitation Year to take into account any cost-of-living increase
      adjustment provided for that year under Sec-tion 415(d) of the Code;
      or

    


    (ii)  
      100
      percent of the Compensation paid to the Partici-pant by the Company and by
      any
      member of a Con-trolled Group in that Limitation Year.

    


    The
      maximum amount that may be credited to a Participant’s Company Stock and Other
      Investments Accounts in any Limitation Year, as determined pursuant to the
      preceding provisions of this Section 7-6(a), shall be reduced to the extent
      necessary to comply with the provisions of Section 415 of the Code, which are
      incorporated in this Plan by reference. For purposes of this Section 7-6, the
      term “Compensation” shall include only those items specified in Section
      1.415-2(d)(2) of the Treasury Regulations and shall exclude all items listed
      in
      Section 1.415-2(d)(3) of the Treasury Regulations, except that the term
“Compensation” shall include earnings which are not currently includible in a
      Participant’s gross income for federal income tax purposes by reason of Section
      125, 132(f), 402(e)(3), 402(h), or 403(b) of the Code. For purposes of
      determining the limitations of this subsection (a), any Participant who
      terminates his or her employment with the Company in order to perform Qualified
      Military Service and who subsequently is rehired by the Company upon the
      completion of his or her Qualified Military Service shall be deemed to have
      received Compensation equal to the Compensation that the Participant would
      have
      received if he or she had been employed by the Company during the period of
      his
      or her Qualified Military Service.

    


    (b)  
       Definition
      of “Annual Additions”.
      The
      term “Annual Additions” means the sum of: (i) a Participant’s allocable share of
      employer contributions and forfeitures under this Plan and under any Related
      Plan; and (ii) a Participant’s voluntary employee contributions to Related Plan.
      Annual Additions shall not include a contribution of a rollover amount or
      earnings and losses of the Trust Fund. Shares of Company Stock that are released
      from the Suspense Account during any Limitation Year shall be valued at the
      lesser of: (i) a Participant’s allocable share of Company contributions for that
      year that are used to repay the ESOP Loan; or (ii) the fair market value of
      the
      Company Stock that is allocated to the Participant’s Company Stock Account for
      that year.

    


    (c)  
       Limitations
      on Accounts of Highly Compensated Employees.
      If the
      limitations of subsection (a) would be exceeded in any Limitation Year for
      any
      Participant but for the application of subsection (d), then no more than
      one-third of the Company contributions for that Limitation Year which are
      applied to the payment of principal or interest on an ESOP Loan shall be
      allocated to the Accounts of Highly Compensated Employees. Any amount in excess
      of one-third of the Company contributions that otherwise would be allocated
      to
      the Accounts of Highly Compensated Employees shall be an “excess amount” and
      shall be allocated as provided in subsection (f) of this Section
      7-6.

    


    (d)  
       Exclusion
      of Certain Amounts in Computing Allocations.
      Provided that no more than one-third of the Company contributions for a
      Limitation Year which are applied to the payment of principal or interest on
      an
      ESOP Loan are allocated to the Accounts of Highly Compensated Employees, the
      limitations of subsection (a) shall not apply for that Limitation Year to either
      Company contributions used to pay interest on an ESOP Loan or forfeitures of
      employer securities that were purchased with the proceeds of an ESOP
      Loan.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (e)  
       Related
      Plans.
      If the
      limitations of Section 7-6(a) shall apply to the Accounts of any Participant
      for
      any Limitation Year, then the amounts credited to his or her accounts under
      any
      Related Plan shall be reduced to the extent required to bring the total amount
      allocated to his or her accounts under this Plan and under any Related Plans
      within the limit set forth in Section 7-6(a). If after the reduction in the
      amounts credited to a Participant’s accounts under any Related Plan required by
      this Section 7-6(e) the limitations of Section 7-6(a) still shall be exceeded,
      then (i) the amount credited to the Participant’s Accounts under this Plan shall
      be reduced to the extent required by Section 7-6(a), and (ii) the amount in
      excess of the limit set forth in Section 7-6(a) shall be an “excess amount” and
      shall be allocated as provided in subsection (f) of this Section
      7-6.

    


    (f)  
        Allocations
      of Excess Amounts.
      Subject
      to the limitations of this Section 7-6, the portions of any Company
      contributions and of any forfeitures which have been allocated to a Participant
      under this Plan for a Limitation Year, but which cannot be credited to his
      or
      her Accounts because of the limitations imposed by this Section 7-6 (the “excess
      amounts”), shall be allocated among and credited to the Accounts of the
      remaining Participants entitled to share in the Company’s contribution and
      forfeitures for that year, in accordance with Sections 7-3, 7-4, and 7-5. If
      it
      is not possible to so allocate the excess amounts among the remaining
      Participants without exceeding the limitations set forth in this Section 7-6,
      then any portion of the excess amounts which cannot be so allocated shall be
      held in a suspense account, which shall not share in the increase or decrease
      in
      the net worth of the Trust Fund. The amounts held in the suspense account shall
      be allocated in the following year as if they were forfeitures occurring on
      the
      first day of the following year.

    


    (g)  
       Dividend
      Recharacterization.
      If any
      dividend paid on Company Stock shall be recharacterized to be a Company
      contribution to the Plan for any Limitation Year, and if this recharacterization
      would cause an allocation to a Participant’s Accounts to exceed the limits
      allowed under Section 415 of the Code for that Limitation Year, then the
      Participant’s Accounts shall be retroactively reduced by an amount equal to the
      sum of (i) the excess of the amount credited to the Participant’s Accounts over
      the maximum amount that was properly allocable to his or her Accounts (the
      “excess amount”), plus (ii) all earnings of the Trust Fund credited to the
      Participant’s Accounts that are attributable to the excess amount. This
      provision shall be administered in such a way as to assure that no Participant
      receives any benefit from an allocation of any excess amount to his or her
      Accounts. Any excess amount and any earnings attributable to the excess amount
      shall be placed in the suspense account referred to in subsection (f) of this
      Section 7-6. It shall be conclusively presumed that any error with respect
      to
      the characterization of any dividend payment by the Company was a mistake of
      fact with respect to which the Trustees or the Administrator shall be entitled
      to make corrective adjustments to Participant Accounts.

    


    7-7.   
        Special
      Limitations for Participants Who Sell Their Stock.
      (a) General.
      If any
      person sells any shares of Company Stock to the Trustees and elects to have
      the
      federal income tax treatment of the sale determined under the provisions of
      Section 1042 of the Code (the “Section 1042 election”), then the following two
      rules shall apply:

    


    (i)  
       During
      the nonallocation period, none of the shares of Company Stock sold to the
      Trustees with respect to which the Section 1042 election has been made (the
      “Section 1042 Stock”), and no dividends or other income attributable to those
      shares, may be allocated to the Accounts of the seller, to the Accounts of
      any
      person who is related to the seller within the meaning of Section 267(b) of
      the
      Code (except as otherwise provided below), or to the Accounts of any other
      person who has sold shares of Company Stock to the Trustees and who has made
      the
      Section 1042 election; and


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (ii)
       None
      of
      the Section 1042 Stock, and no dividends or other income attributable to that
      stock, may be allocated to the Accounts of any other person who owns more than
      25 percent of the outstanding shares of the Company’s stock, as determined after
      application of the provisions of Section 318(a) of the Code (without regard
      to
      the provisions of subparagraph (2)(B)(i) of that Section).

    


    For
      purposes of this Section 7-7, the term “nonallocation period” means the period
      of time beginning on the date of the purchase of Section 1042 Stock by the
      Trustees and ending on the later of (A) the date which is ten years after the
      date of the purchase, or (B) the date of the allocation of shares of
      Company Stock attributable to the final payment of any ESOP Loan incurred in
      connection with the purchase.

    


    (b)  Lineal
      Descendants.
      Notwithstanding the provisions of Section 7-7(a)(i) to the contrary, shares
      of
      Company Stock which the Trustees have purchased in a Section 1042 transaction
      may be allocated to the seller’s lineal descendants. However, the aggregate
      amount of Section 1042 Stock that may be allocated to the accounts of all lineal
      descendants of the seller may not exceed five percent of the Company Stock
      held
      by the Plan which is attributable to sales to the Trustees by any persons
      related to the seller’s lineal descendants (within the meaning of Section
      267(c)(4) of the Code) in transactions to which Section 1042 of the Code
      applied.

    


    7-8.   
        Special
      Limitations for Disqualified Persons.
      (a)
General.
      For any
      Fiscal Year during which the Company is an S corporation for federal income
      tax
      purposes, no Company Stock, and no portion of the Trust Fund that is allocable
      to the Other Investments Accounts in lieu of Company Stock, shall be allocated
      to the Accounts of any “Disqualified Person” for a “Nonallocation
      Year.”

    


    (b)  Nonallocation
      Year.
      For
      purposes of this Section 7-8, the term “Nonallocation Year” means any Fiscal
      Year for which an S corporation election by the Company under Section 1362(a)
      of
      the Code is in effect if, at any time during that Fiscal Year, Disqualified
      Persons own or are deemed to own at least 50 percent of the outstanding shares
      of the Company’s stock.

    


    (c)  Disqualified
      Person.
      For
      purposes of this Section 7-8, the term “Disqualified Person” means any person if
      -

    


    (i) 
        he
      or she
      is deemed to own ten percent or more of the “Deemed-Owned Shares” of Company
      Stock;

    


    (ii)
        the
      number of shares of Company Stock deemed to be owned by the person, together
      with the shares of Company Stock deemed to be by owned members of his or her
      family, is at least 20 percent of the total Deemed-Owned Shares of Company
      Stock; or

    


    (iii)  the
      person is a member of the family of a Disqualified Person described in
      subparagraph (c)(ii) above (if not otherwise treated as a Disqualified Person
      under subparagraph (c)(i) or (c)(ii) above).

    


    (d)  Deemed-Owned
      Shares.
      For
      purposes of this Section 7-8, the term “Deemed-Owned Shares” means, with respect
      to any Participant -

    


    (i)  shares
      of
      Company Stock allocated to his or her Company Stock Account;


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    (ii)  that
      number of the shares of Company Stock allocated to the Suspense Account that
      would be allocated to his or her Company Stock Account if all of the shares
      of
      Company Stock that are allocated to the Suspense Account were allocated among
      the Company Stock Accounts of the Participants pursuant to the formula set
      forth
      in Section 7-5(b) as of the most recent Valuation Date; and

    


    (iii)  the
      shares of Company Stock on which any “Synthetic Equity” held by that Participant
      is based, if this treatment of the Participant’s Synthetic Equity results either
      in the treatment of any Participant as a Disqualified Person or the treatment
      of
      any Fiscal Year as a Nonallocation Year.

    


    (e)  Synthetic
      Equity.
      For
      purposes of this Section 7-8, the term “Synthetic Equity” means any stock
      option, warrant, restricted stock, deferred issuance stock right, or similar
      interest or right that gives the holder the right to acquire or receive stock
      of
      the Company in the future. Except to the extent provided in regulations issued
      by the Treasury Department, the term “Synthetic Equity” also includes stock
      appreciation rights, phantom stock units, and similar rights to future cash
      payments based on the value of the Company’s stock or on the appreciation in the
      value of the Company’s stock.

    


    (f)  Member
      of Family.
      For
      purposes of this Section 7-8, the term “member of the family” means, with
      respect to any individual -

    


    (i) 
        his
      or
      her husband or wife,

    


    (ii)
        any
      ancestor or lineal descendant of the individual or of the individual’s husband
      or wife,

     

    (iii)  a
      brother
      or sister of the individual or of the individual’s husband or wife and any
      lineal descendant, and

     

    (iv)  the
      husband or wife of any individual described in clauses (ii) or (iii)
      above.

    


    (g)  Attribution
      of Ownership.
      For
      purposes of this Section 7-8, the attribution-of-ownership rules of Section
      318(a) of the Code, as modified by Section 409(p) of the Code, shall apply
      for
      purposes of determining ownership of shares of the Company’s stock.

    


    7-9.     
      Adjusting
      to Value of Trust Fund.
      As of
      each Valuation Date, the Trustees shall determine: (i) the net worth of that
      portion of the Trust Fund which consists of properties other than Company Stock
      (the “Investment Fund”); and (ii) the increase or decrease in the net worth of
      the Investment Fund since the last Valuation Date. The net worth of the
      Investment Fund shall be the fair market value of all properties held by the
      Trustees under the Trust Agreement other than Company Stock, net of liabilities
      other than liabilities to Participants and their beneficiaries. The Trustees
      shall allocate to the Other Investments and Transfer Accounts of each
      Participant that percentage of the increase or decrease in the net worth of
      the
      Investment Fund equal to the ratio which the balances credited to the
      Participant’s Other Investments and Transfer Accounts bear to the total amount
      credited to all Other Investments and Transfer Accounts. This allocation shall
      be made after application of Section 7-2, but before application of Sections
      7-4, 7-5, and 7-6

    


    7-10.  
       Participant
      Statements.
      Each
      Fiscal Year, the Trustees will provide each Participant with a statement of
      his
      or her Account balances as of the most recent Valuation Date. This statement
      shall show the value of the Company Stock credited to a Participant’s Company
      Stock Account, which value shall be deter-mined by an independent
      appraiser.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

    


    RETIREMENT
      DATES

     

    8-1.   
        Normal
      Retirement Date.
      The
      term “Normal Retirement Date” means the date on which a Participant’s employment
      with the Company is terminated for any reason on or after the date on which
      he
      or she attains age 65.

    


    8-2.   
        Early
      Retirement Date.
      The
      term “Early Retirement Date” means the date on which a Participant’s employment
      with the Company is terminated for any reason on or after the date on which
      he
      or she attains age 55 and completes at least twenty-five Years of Service with
      the Company.

    


    8-3.   
        Disability
      Retirement Date.
      The
      term “Disability Retirement Date” means the date that the Partici-pa-nt’s
      employment by the Company is terminated because of physical or mental disability
      (as determined by a duly-licensed physician selected by the
      Company).

    


    8-4.    
       Retirement
      Date.
      The
      term “Retirement Date” means a Participant’s Normal Retirement Date, Early
      Retirement Date, or Disability Retirement Date, as the case may
      be.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    ARTICLE
      IX

     

    VESTING
      OF ACCOUNT BALANCES

     

    9-1.    
       Vesting
      on Retirement.
      If a
      Participant retires or is retired on a Retirement Date, the balances credited
      to
      his or her Accounts will be fully vested and will be distributed to him or
      her,
      or for his or her benefit, as provided in Article X.

    


    9-2.  
         Vesting
      on Disability.
      If a
      Participant becomes disabled while in the employ of the Company, the balances
      credited to his or her Accounts will be fully vested and will be distributed
      to
      him or her, or for his or her benefit, as provided in Article X. Whether a
      Participant has become disabled shall be determined by a duly-licensed physician
      selected by the Company.

    


    9-3.  
         Vesting
      on Death.
      If a
      Participant dies while in the employ of the Company, the balances credited
      to
      his or her Accounts will be fully vested and will be distributed to or for
      the
      benefit of his or her beneficia-ry, as provided in Article X.

    


    9-4.   
        Vesting
      on Other Termination.
      (a)
Schedule.
      A
      Participant shall have a vested and nonforfeitable right to a percentage of
      the
      balances credited to his or her Company Stock and Other Investments Accounts,
      as
      determined in accordance with the schedule set forth below. If either of the
      conditions described in subsections (a) and (b) of Section 3-3 shall occur,
      then
      the balances credited to the Participant’s Company Stock and Other Investments
      Accounts shall be reduced, as of the last day of the Fiscal Year in which the
      condition first occurs, to an amount equal to that percentage of the balances
      credited to the Participant’s Company Stock and Other Investments Accounts as is
      determined in accordance with the following schedule:

    


    
      	
              Number
                of Completed

              Years
                of Service

            	 	
              Percentage

            
	 	 	 	 
	
              Less
                than three years

            	 	 	
              0

            	
              %

            
	
              Three
                years

            	 	 	
              20

            	
              %

            
	
              Four
                years

            	 	 	
              40

            	
              %

            
	
              Five
                years

            	 	 	
              60

            	
              %

            
	
              Six
                years

            	 	 	
              80

            	
              %

            
	
              Seven
                or more years

            	 	 	
              100

            	
              %

            


    

    


    (b)  
       Vesting
      and Forfeitures.
      The
      vested percentage of the balances credited to the Participant’s Accounts will be
      distributed to him or her or for his or her benefit as provided in Article
      X.
      The portions of the balances credited to the Participant’s Company Stock and
      Other Investments Accounts which he or she is not entitled to receive by reason
      of the application of the schedule set forth in subparagraph (a) of this Section
      9-4 will be “forfeitures” and will be allocated and credited in accordance with
      Section 7-5. Forfeitures shall first be charged against a Participant’s Other
      Investments Account. If the amount forfeited exceeds the amount credited to
      the
      Participant’s Other Investments Account, the balance then shall be charged
      against his or her Company Stock Account.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    9-5.   
        Determination
      of Account Balances.
      All
      determinations of the balances credited to the Accounts of Participants required
      pursuant to this Article IX shall be made as of the last day of the Fiscal
      Year
      during which the event giving rise to the determination occurs. All Other
      Investments and Transfer Accounts shall continue to share in the changes in
      the
      value of the Investment Fund, pursuant to Section 7-9, until they are
      distributed.

    


    9-6.   
        Reinstatement
      of Forfeitures.
      This
      Section 9-6 shall apply if the following events shall occur: (a) a Participant
      separates from service with less than a 100-percent vested interest in the
      balances credited to his or her Company Stock and Other Investments Accounts;
      (b) the Participant receives a distribution of his or her vested interest in
      these Accounts prior to incurring five consecutive One-Year Breaks-in-Service;
      (c) the Participant returns to service with the Company before incurring five
      consecutive One-Year Breaks-in-Service; and (d) the Participant repays to the
      Trustees the full amount that was distributed from his or her Accounts. Upon
      repayment by the Participant of the amounts that were distributed from his
      or
      her Accounts: (i) there shall be restored to the Participant’s Company Stock
      Account that number of Shares that have a value equal to the value of the Shares
      that previously were forfeited from his or her Company Stock Account (determined
      as of the date of the forfeiture); and (ii) there shall be restored to the
      Participant’s Other Investments Account the amount that was forfeited from that
      Account. Any reinstatement of forfeited amounts under this Section 9-6 shall
      be
      made from amounts forfeited under Section 9-4 or from additional contributions
      by the Company. Neither Section 7-6 (which imposes limi-tations on allocations
      to Participants) nor Section 4-1 (which imposes limitations on contributions
      by
      the Company) shall apply to a reinstatement under this Section
      9-6.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

    


    DISTRIBUTION
      OF PLAN BENEFITS

     

    10-1.  
       Method
      of Distribution.
      Subject
      to the provisions of this Article X, distribution of the balances credited
      to a
      Participant’s Accounts will be made by the Trustees by payment in a lump
      sum.

    


    10-2.  
       Form
      of Distribution.
      (a)
Company
      Stock Account.
      The
      distribution of the balance credited to a Participant’s Company Stock Account
      shall be made in whole shares of Company Stock or in cash, as elected by the
      Participant. Before making any distribution to a Participant from his or her
      Company Stock Account in cash, the Trustees shall notify the Participant of
      his
      or her right to demand that the amounts credited to his or her Company Stock
      Account be distributed in the form of Company Stock. If the Participant makes
      this demand, the Trustees shall distribute the Participant’s benefits entirely
      in whole shares of Company Stock, except that the value of any fractional share
      shall be paid in cash.

    


    (a)  
       Other
      Investments and Transfer Accounts.
      Distri-butions of the balances credited to a Participant’s Other Investments and
      Transfer Accounts shall be made in cash.

    


    10-3.  
       Distributions
      After Death.
      If a
      Participant dies before the entire balance credited to his or her Accounts
      has
      been distributed, the remaining balance shall be payable in full upon the death
      of the Participant to the Participant’s surviving spouse. However, the remaining
      balance may be paid to a beneficiary designated by the Participant in accordance
      with Section 10-12 if either one of the following conditions is satisfied:
      (a)
      the surviving spouse of the deceased Participant has consented in writing to
      the
      payment of the balances credited to the Participant’s Accounts to the
      beneficiary and the spouse’s consent acknowledges the effect of the consent and
      has been witnessed by the Administrator or by a notary public; or (b) it is
      established to the satisfaction of the Administrator that the consent could
      not
      be obtained because the Participant was not married, because the Participant’s
      spouse cannot be located, or because of any other circumstances that the
      Secretary of the Treasury may prescribe by regulation. Any consent by a spouse
      under this Section 10-3, or any establishment that the consent of a spouse
      cannot be obtained, shall be effective only with respect to that spouse. Any
      consent by a spouse under this Section 10-3 must acknowledge the beneficiary
      designated by the Participant, including any class of beneficiaries or any
      contingent beneficiaries; and the Participant may not subsequently change
      beneficiaries without the consent of his or her spouse. Any consent by a spouse
      pursuant to this Section 10-3 shall be irrevocable. If there is no surviving
      spouse upon the death of a Participant, the balances credited to the
      Participant’s Accounts shall be paid to the beneficiary designated by the
      Participant in accordance with Section 10-12.

    


    10-4.   
       Time
      of Distribution. 
       (a) Company
      Stock, Other Investments and Transfer Accounts.
      If a
      Participant terminates employment before his or her Normal Retirement Date,
      the
      Participant’s vested balances credited to the Participant’s Company Stock, Other
      Investments, and Transfer Accounts shall be made within one year after the
      close
      of the Fiscal Year in which he or she terminates employment with the Company.
      Subject to Section 10-4(b) below, the Account balances of a Participant who
      has
      attained age 65 shall be distributed no later than 60 days after the close
      of
      the Fiscal Year in which he or she attains age 65. However, except as otherwise
      provided below in Section 10-5, no shares of Company Stock that were purchased
      with the proceeds of an ESOP Loan shall be distributed to a Participant whose
      service with the Company is terminated for any reason other than death,
      disability, or retirement until the ESOP Loan has been repaid in
      full.


    
      
        
        

      

      
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    (b)  
       Deferral
      of Distribution.
      A
      Participant whose Account balances exceed $1,000 may elect to defer distribution
      of his or her benefits until the time specified below in Section
      10-5.

    


    10-5. 
        Minimum
      Distribution Requirements.
      (a)
Definitions.
      For
      purposes of this Section 10-5, the following terms shall have the meanings
      set
      forth below.

    


    (ii)  
       Designated
      Beneficiary.
      The
      term “Designated Beneficiary” means the individual who is designated as the
      beneficiary of a Participant under Section 10-12 and who is the
      Participant’s “designated beneficiary” within the meaning of Section 401(a)(9)
      of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.


    


    (iii)  
       Distribution
      Calendar Year.
      The
      term “Distribution Calendar Year” means a calendar year for which a minimum
      distribution is required under the terms of this Article X or under Section
      401(a)(9) of the Code. For distributions beginning before a Participant’s death,
      the first Distribution Calendar Year shall be the calendar year which contains
      the Participant’s Required Beginning Date. For distributions beginning after a
      Participant’s death, the first Distribution Calendar Year shall be the calendar
      year in which distributions are required to commence under Section 10-5(c).
      

    


    (iv)  
       Required
      Beginning Date.
      The
      term “Required Beginning Date” means: (A) for any Participant other than a
“five-percent owner” of the Company (as that term is defined in Section
      416(i)(1)(B)(i) of the Code), April 1st of the calendar year immediately
      following the calendar year in which the Participant terminates employment
      after
      attaining age 701⁄2; (B) for any Participant who is a “five-percent owner” of the
      Company, April 1st of the calendar year immediately following the calendar
      year
      in which he or she attains age 701⁄2, regardless of whether he or she has
      terminated employment with the Company; and (C) for any Participant who dies
      before distributions from his or her Accounts commence, the latest of the dates
      specified in Section 10-5(c). Distributions to a Participant shall be made
      in
      accordance with Sections 401(a)(9) and 411(d)(6)(C) of the Code and the
      regulations thereunder. 

    


    (b)  
       Commencement
      of Distributions.
      Notwithstanding anything to the contrary set forth in paragraph (a), (b), or
      (c)
      of Section 10-4, distribution of a portion of the balances credited to a
      Participant’s Accounts equal to the minimum distribution required by Section
      401(a)(9) of the Code and subsection (d) or (e) of this Section 10-5 (the
“Required Minimum Distribution”) shall be made no later than the Participant’s
“Required Beginning Date” in the Participant’s first “Distribution Calendar
      Year,” except that if the Participant dies before his or her Required Beginning
      Date, then the Required Minimum Distribution shall be made on or before December
      31st of the Distribution Calendar Year in which his or her Required Beginning
      Date occurs. Required Minimum Distributions in Distribution Calendar Years
      after
      the Participant’s first Distribution Calendar Year shall be made on or before
      December 31st of each year. 

    


    (c)  
       Death
      of Participant Before Distributions Are Made or Commence.
      If a
      Participant dies before distributions from his or her Accounts commence, then
      the balances credited to the Participant’s Accounts shall be distributed, or
      shall commence to be distributed, no later than the latest of the following
      dates: 

    


    (i)  
       if
      the
      Participant’s surviving spouse is his or her sole Designated Beneficiary, then
      distributions to the surviving spouse will commence by December 31st of the
      calendar year immediately following the calendar year in which the Participant
      died, or by December 31st of the calendar year in which the Participant would
      have attained age 70 1/2, if later; 


    
      
        
        

      

      
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    (ii)  
       if
      the
      Participant’s surviving spouse is not his or her sole Designated Beneficiary,
      then distributions to the Designated Beneficiary will commence by December
      31st
      of the calendar year immediately following the calendar year in which the
      Participant died; 

    


    (iii)  
       if
      there
      is no Designated Beneficiary as of September 30th of the calendar year following
      the calendar year in which the Participant died, then the balances credited
      to
      the Participant’s Accounts will be distributed by December 31st of the calendar
      year that includes the fifth anniversary of the Participant’s death;
      and

    


    (iv)  
       if
      the
      Participant’s surviving spouse is the Participant’s sole Designated Beneficiary
      and the surviving spouse dies after the Participant but before distributions
      from the Participant’s Accounts to the surviving spouse commence, then the
      provisions of this Section 10-5(c), other than Section 10-5(c)(i), shall apply
      as if the surviving spouse was the Participant. 

    


    (d)  
       Required
      Minimum Distributions During Participant’s Lifetime.
      During
      a Participant’s lifetime, the minimum amount that shall be distributed for each
      Distribution Calendar Year is the lesser of: 

    


    (i)  
       the
      quotient obtained by dividing (A) the balances credited to the Participant’s
      Accounts, by (B) the number of calendar years in the distribution period, as
      set
      forth in the Uniform Lifetime Table in Section 1.401(a)(9)-9 of the Treasury
      Regulations, determined by reference to the Participant’s age as of the
      Participant’s birthday in the Distribution Calendar Year; or

    


    (ii)  
       if
      the
      Participant’s sole Designated Beneficiary for the Distribution Calendar Year is
      the Participant’s spouse, then the quotient obtained by dividing (A) the
      balances credited to the Participant’s Accounts, by (B) the number of calendar
      years in the distribution period, as set forth in the Joint and Last Survivor
      Table in Section 1.401(a)(9)-9 of the Treasury Regulations, determined by
      reference to the age of the Participant and the age of the spouse as of their
      respective birthdays in the Distribution Calendar Year. 

    


    (iii)  
       Required
      minimum distributions shall be determined under this Section 10-5(d) beginning
      with the first Distribution Calendar Year and up to and including the
      Distribution Calendar Year that includes the Participant’s date of death.


    


    (e)  
       Required
      Minimum Distributions After Participant’s Death.
      If the
      Participant dies on or after the date distributions commence from his or her
      Accounts and there is a Designated Beneficiary, then the minimum distribution
      for each Distribution Calendar Year after the calendar year of the Participant’s
      death shall be equal to the quotient obtained by dividing (A) the balances
      credited to the Participant’s Accounts, by (B) the greater of the remaining life
      expectancy of the Participant or the remaining life expectancy of the
      Participant’s Designated Beneficiary, determined as set forth below and pursuant
      to the Single Life and Joint Survivor Annuity Tables set forth in Section
      1.401(a)(9)-9 of the Treasury Regulations. 

    


    (i)  
       The
      Participant’s remaining life expectancy equals the number of years of the
      Participant’s remaining life expectancy, calculated using the age of the
      Participant in the calendar year of his or her death, minus the number of
      calendar years that have expired subsequent to his or her death.



    
      
        
        

      

      
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    (ii)  
       If
      the
      Participant’s surviving spouse is the Participant’s sole Designated Beneficiary,
      the remaining life expectancy of the surviving spouse shall be calculated for
      each Distribution Calendar Year after the calendar year of the Participant’s
      death by reference to the surviving spouse’s age as of the spouse’s birthday in
      the applicable calendar year. For Distribution Calendar Years after the calendar
      year of the surviving spouse’s death, the remaining life expectancy of the
      surviving spouse shall equal the number of years of the surviving spouse’s life
      expectancy, calculated using the age of the surviving spouse as of the spouse’s
      birthday in the calendar year of the spouse’s death, minus the number of
      calendar years subsequent to his or her death. 

    


    (iii)  
       If
      the
      Participant’s surviving spouse is not the Participant’s sole Designated
      Beneficiary, the Designated Beneficiary’s remaining life expectancy shall be
      equal to the number of years of the Designated Beneficiary’s life expectancy,
      calculated using the age of the Designated Beneficiary in the calendar year
      following the calendar year of the Participant’s death, minus the number of
      calendar years that have expired subsequent to the Participant’s death.


    


    (f)  
       No
      Designated Beneficiary.
      If the
      Participant dies on or after the date distributions commence from his or her
      Accounts and there is no Designated Beneficiary as of September 30th of the
      calendar year following the calendar year of the Participant’s death, the
      minimum amount that will be distributed for each Distribution Calendar Year
      after the calendar year of the Participant’s death shall be an amount equal to
      the quotient obtained by dividing (i) the balances credited to the Participant’s
      Accounts, by (ii) the number of years of the Participant’s remaining life
      expectancy, based on the Participant’s age in the calendar year of his or her
      death, minus the number of calendar years that have expired subsequent to his
      or
      her death. 

    


    (g)  
       Required
      Minimum Distribution if Participant Dies Before Distributions Commence.
(i)
      Participant
      Survived by Designated Beneficiary.
      If the
      Participant dies before the date distributions from his or her Accounts commence
      and there is a Designated Beneficiary, then the minimum amount that will be
      distributed for each Distribution Calendar Year after the calendar year of
      the
      Participant’s death shall be equal to the quotient obtained by dividing (A) the
      balances credited to the Participant’s Account, by (B) the remaining life
      expectancy of the Participant’s Designated Beneficiary, determined as provided
      in Section 10-5(e). 

    


    (ii)  
       Death
      of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
      Commence.
      If the
      Participant dies before the date distributions from the Participant’s Accounts
      commence, the Participant’s surviving spouse is the Participant’s sole
      Designated Beneficiary, and the surviving spouse dies before distributions
      from
      the Participant’s Accounts are required to commence to the surviving spouse
      under Section 10-5(c)(i), then this Section 10-5(g) will apply as if the
      surviving spouse was the Participant. 

    


    (h)  
       Forms
      of Distribution.
      Unless
      distributions commence from an annuity contract or in a lump sum on or before
      the Required Beginning Date, as of the first Distribution Calendar Year
      distributions will be made in accordance with Sections 10-5(d) and 10-5(e).



    
      
        
        

      

      
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    10-6.  
        Diversification
      of Company Stock Account.
      A
      Participant who has attained age 55 and who has completed at least ten years
      of
      participation in the Plan shall be notified of his or her right to elect to
      direct the transfer of a portion of the balance credited to his or her Company
      Stock Account to an account in his or her name in another tax-qualified plan
      maintained by the Company, to be invested at the direction of the Participant
      among three or more investment funds consisting of differing types of properties
      and offering different degrees of risk and potential reward. An election to
      transfer must be made on a form prescribed by the Administrator and filed with
      the Administra-tor within the 90-day period immediately following the close
      of
      any Fiscal Year within the “Election Period”. The “Election Period” is the
      period of six consecutive Fiscal Years beginning with the Fiscal Year in which
      the Participant first becomes eligible to make a transfer. For each of the
      first
      five Fiscal Years in the Election Period, the Participant may elect to transfer
      an amount which does not exceed: (a) 25 percent of the sum of the value of
      the
      Company Stock credited to his or her Company Stock Account plus all amounts
      previously transferred pursuant to this Section 10-6; less (b) all amounts
      previously transferred pursuant to this Section 10-6. In the case of the last
      Fiscal Year in the Election Period, the Participant may elect to transfer an
      amount which does not exceed: (a) 50 percent of the sum of the value of the
      Company Stock credited to his or her Company Stock Account plus all amounts
      previously transferred pursuant to this Section 10-6; less (b) all amounts
      previously transferred pursuant to this Section 10-6. Any amount which a
      Participant elects to transfer to another tax-qualified plan maintained by
      the
      Company under this Section 10-6 shall be transferred to that plan within 90
      days
      after the 90-day period in which the election may be made.

     

    10-7. 
        Rollover
      Distributions.
      (a)
Election.
      A
      distributee may elect, in accordance with the administrative rules and
      procedures prescribed by the Administrator, to have any portion of an eligible
      rollover distribution paid directly to an eligible retirement plan specified
      by
      the distributee in a direct rollover.

    


    (b)  
       Definitions.
      (i)
Eligible
      Rollover Distributions.
      An
“eligible rollover distribution” is any distribution of all or any portion of
      the balance to the credit of the distributee, except that an eligible rollover
      distribution does not include: (A) any distribution that is one of a series
      of
      substantially equal periodic payments (not less frequently than annually) made
      for the life (or life expectancy) of the distributee or the joint lives (or
      joint life expectancies) of the distributee and the distributee’s designated
      beneficiary, or for a specified period of ten years or more; (B) any
      distribution to the extent the distribution is required under Section 401(a)(9)
      of the Code; (C) the portion of any distribution that is not includible in
      gross
      income (determined without regard to the exclusion for net unrealized
      appreciation with respect to employer securities); or (D) any distribution
      that
      is made on account of a hardship.

    


    (ii)  
       Eligible
      Retirement Plan.
      An
“eligible retirement plan” is an individual retirement account described in
      Section 408(a) of the Code, an individual retirement annuity described in
      Section 408(b) of the Code, an annuity plan described in Section 403(a) of
      the
      Code, a qualified trust described in Section 401(a) of the Code that accepts
      the
      distributee’s eligible rollover distribution, an annuity contract described in
      Section 403(b) of the Code, or 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 that plan from this
      Plan. The definition of eligible retirement plan shall also apply in the case
      of
      a distribution to a surviving spouse or to a spouse or former spouse who is
      the
      alternative payee under a Qualified Domestic Relation Order, as defined in
      Section 414(p) of the Code.


    
      
        
        

      

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

    


    (iv)  
       Direct
      Rollover.
      A
“direct rollover” is a payment by the plan to the eligible retirement plan
      specified by the distributee.

     

    10-8.
       Dividends
      on Company Stock.
      (i)
      If so
      determined by the Board of Directors of the Company, any cash dividends on
      Company Stock received by the Trustees shall be used to repay any ESOP Loan
      taken out by the Trustees to finance the purchase of Company Stock. If dividends
      on Company Stock held in the Plan are used to repay an ESOP Loan, then the
      shares of Company Stock that are released from the Suspense Account by reason
      of
      the dividends shall be allocated to Participants’ Company Stock Accounts on the
      following basis:

    


    (i)  
       first,
      shares of Company Stock with a fair market value at least equal to the dividends
      paid with respect to the Company Stock allocated to the Participants’ Accounts
      shall be allocated among the Company Stock Accounts of the Participants in
      proportion to the number of shares of Company Stock allocated to their Accounts
      as of the record date of the dividends; and

    


    (ii)  
       then
      any
      remaining shares of Company Stock which are released from the Suspense Account
      by reason of dividends paid on those shares shall be allocated as provided
      in
      Section 7-5(b).

    


    (b)  
       If
      so
      determined by the Board of Directors of the Company, any cash dividends received
      by the Trustees on Company Stock allocated to the Company Stock Accounts of
      Participants which are not required to be used to repay an ESOP Loan may be
      paid
      currently (or within 90 days after the end of the Limitation Year in which
      the
      dividends are paid to the Trustees) in cash by the Trustees to the Participants
      (or to their beneficiaries), in proportion to the amounts of Company Stock
      allocated to their Company Stock Accounts as of the record date of the
      dividends. Alternatively, the Company may pay the dividends directly to
      Participants or beneficiaries. Any distribution of cash dividends may be limited
      to dividends on shares of Company Stock which are then vested or may be
      applicable to cash dividends on all shares allocated to Participants’ Company
      Stock Accounts.

    


    (c)  
       If
      so
      determined by the Board of Directors of the Company, any cash dividends received
      by the Trustees on Company Stock allocated to the Suspense Account which are
      not
      required to be used to repay an ESOP Loan may be allocated to the Participants’
Other Invest-ments Accounts, as provided in Article VII, or may be distributed
      to the Participants as provided for in subparagraph (b) of this Section
      10-8.

    


    (d)  
       No
      distributions received by the Trustees on Company Stock for any Fiscal Year
      for
      which the S corporation election by the Company under Section 1362(a) of the
      Code is in effect (an “S election year”) shall be paid to the Participants.
      Rather, S corporation distributions received for an S election year by the
      Trustees on shares of Company Stock that are being held by the Trustees in
      the
      Suspense Account may be either applied toward repayment of an ESOP loan, in
      accordance with Section 10-8(a), or allocated to the Participants’ Other
      Investments Accounts.


    
      
        
        

      

      
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    10-9.  
       Distributions
      To Persons Under Disability.
      Notwithstanding any provisions of this Article X to the contrary, if a
      Participant, surviving spouse, or beneficiary is declared incompetent and a
      conservator or other person legally charged with the care of his or her person
      or of his or her estate is appointed, then any benefits to which that
      Participant, surviving spouse, or beneficiary is entitled shall be paid to
      the
      conservator or other person. Except as provided above in this Section 10-9,
      when
      the Administrator, in its sole discretion, determines that a Participant,
      surviving spouse, or beneficiary is unable to manage his or her financial
      affairs, the Administrator may direct the Trustees to make distributions to
      any
      person for the benefit of the Participant, surviving spouse, or
      beneficiary.

    


    10-10.
       Benefits
      may not be Assigned or Alienated.
      The
      benefits payable to any person under this Plan may not be voluntarily or
      involuntarily assigned or alienated. However, the provisions of this Section
      10-10 shall not apply to the creation, assignment, or recognition of a right
      to
      any benefit payable with respect to a Participant pursuant to a “qualified
      domestic relations order,” as that term is defined in Section 414(p) of the
      Code.

    


    10-11. 
       No
      Guarantee of Benefits.
      The
      benefits provided under the Plan for any Participant shall be paid solely from
      that Participant’s Accounts.

    


    10-12. 
       Beneficiaries.
      Subject
      to the provisions of Section 10-3, each Participant may designate any legal
      or
      natural person to receive any benefits payable under the Plan on account of
      his
      or her death. Each designation by a Participant shall be in writing and shall
      be
      filed with the Administrator in the form that the Administrator requires.
      Subject to the provisions of Section 10-3, a beneficiary may change or revoke
      a
      direction as to the manner in which his or her benefits are to be paid, or
      may
      make a direction if none has been made, at any time prior to the payment of
      his
      or her benefits by the Trustees. Subject to the provisions of Section 10-3,
      by a
      writing filed with the Administrator, a Participant may change his or her
      beneficiary designation at any time and from time to time without the consent
      of
      or notice to any person previously designated by him or her. If no person has
      been designated by a Participant, or if all persons so designated predecease
      the
      Participant or die prior to complete distribution of his or her benefits, then
      the Administrator, in its sole discretion, shall direct the Trustees to
      distribute the Participant’s benefits to:

    


    (a)  
       one
      or
      more of the Participant’s relatives by blood, adoption, or marriage, as the
      Trustees de-cide; or

    


    (b)  
       the
      Participant’s executor or administrator.

    


    In
      no
      event may the beneficiary of a deceased Participant designate a
      beneficiary.

     

    10-13. 
      Benefits
      of Persons Who Cannot Be Located.
      If the
      Administrator notifies a Participant or a beneficiary designated in accordance
      with Section 10-12 in writing at his or her last known address that he or she
      is
      entitled to benefits under the Plan and the Participant or beneficiary fails
      to
      claim his or her benefits within seven calendar years after notification, then
      his or her benefits will be distributed to one or more of the Participant’s or
      beneficiary’s relatives by blood, adoption, or marriage, as the Administrator
      decides.


    
      
        
        

      

      
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    10-14.
       Participant’s
      Consent to a Distribution.
      Notwithstanding anything to the contrary set forth in Section 10-4, no
      distributions shall be made to a Participant without his or her written consent,
      unless the entire balance credited to the Participant’s Accounts is $1,000 or
      less or unless the distribution is required to be made in accordance with the
      minimum distribution requirements set forth in Section 10-5. The Administrator
      shall furnish a written explanation of the distribution options available under
      the Plan, including a rollover distribution, to each Participant who is entitled
      to receive a distribution under this Article X within 30 to 90 days prior to
      the
      distribution. A distribution may be made less than 30 days after the explanation
      is given to the Participant only if the Participant is advised that he or she
      has at least 30 days in which to elect a distribution and the Participant elects
      a distribution.


    
      
        
        

      

      
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    ARTICLE
      XI

    


    SHAREHOLDER
      RIGHTS AND RESTRICTIONS

     

    11-1.  
       Voting
      of Company Stock.
      Except
      as otherwise provided below in this Section 11-1, the Trustees shall vote the
      shares of Company Stock held in the Trust Fund with respect to all matters.
      Each
      Participant will be entitled to direct the Trustees as to how to vote the shares
      of Company Stock allocated to his or her Company Stock Account with respect
      to
      any proposed merger or consolidation, recapitalization, reclassification,
      liquidation, dissolution, sale of substantially all the assets of a trade or
      business, or any similar transactions that are specified in regulations
      interpreting Section 409(e)(3) of the Code. The Trustees shall vote the shares
      of Company Stock which are not allocated to any Participant’s Company Stock
      Account and the shares of allocated Company Stock with respect to which no
      direction is received from the Participants to whose Accounts the shares are
      allocated, in their discretion. Notwithstanding anything to the contrary set
      forth in this paragraph, if the Company has a registration-type class of
      securities, each Participant or beneficiary shall be entitled to direct the
      Trustees as to how to vote the shares of Company Stock allocated to his or
      her
      Company Stock Account with respect to any matter in which the Company Stock
      is
      to be voted. For this purpose, the term “registration-type class of securities”
means: (a) a class of securities required to be registered under Section 12
      of
      the Securities Exchange Act of 1934, as amended (the “Act”); and (b) a class of
      securities which would be required to be so registered except for the exemption
      from registration provided in Section 12(g)(2)(H) of the Act. Each Participant
      and each beneficiary of a deceased Participant shall be a “named fiduciary,”
within the meaning of Section 402 of ERISA, with respect to the voting of shares
      of Company stock to the extent that voting rights are passed through to the
      Participant or beneficiary.

    


    11-2. 
        Nonterminable
      Rights.
      Except
      as otherwise provided in this Article XI, no shares of Company Stock held or
      distributed by the Trustees may be subject to a put, call, or other option
      or to
      a buy-sell or similar arrangement. The provisions of this Article XI shall
      continue to be applicable to Company Stock even if the Plan ceases to be an
      employee stock ownership plan within the meaning of Section 4975(e)(7) of the
      Code.


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    ARTICLE
      XII

     

    PLAN
      ADMINISTRATION

     

    12-1.  
       Plan
      Administration.
      The
      authority to control and manage the operation and administration of the Plan
      is
      vested in a Committee, as described in Article XIII. The Committee shall be
      the
      Administrator of the Plan, having the rights, duties, and obligations of an
      “administrator” under the provisions of ERISA. The members of the Committee and
      the Trustees shall be “Named Fiduciaries” (as described in Section 402 of ERISA)
      with respect to their authority under the Plan.

    


    12-2. 
        The
      Trust.
      All
      contributions made under the Plan will be held, managed, and controlled by
      a
      trustee acting under a trust which forms a part of the Plan. The terms of the
      trust are set forth in a Trust Agreement known as the “Atlas America Employee
      Stock Ownership Trust” (the “Trust”). All rights which may accrue to any person
      under the Plan shall be subject to all of the terms and provisions of the Trust
      as in effect from time to time.


    
      
        
        

      

      
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    ARTICLE
      XIII

    


    THE
      COMMITTEE

     

    13-1.  
       Membership.
      The
      Committee referred to in Section 12-1 shall consist of one or more members
      who
      shall be appointed by the Board of Directors of the Company. In controlling
      and
      managing the operation and administration of the Plan, the Committee shall
      act
      by the concurrence of a majority of its members at a meeting or by writing
      without a meeting. By unanimous written consent, the Committee may authorize
      any
      one of its members to sign any document, instrument, or direction on its behalf.
      A written statement by a majority of the Committee members or by an authorized
      Committee member shall be conclusive in favor of any person (including the
      Trustees) acting in reliance on that statement.

     

    13-2.  
       Rights,
      Powers, and Duties.
      The
      Committee shall have all authority necessary to efficiently administer the
      Plan.
      The rights, powers, and duties of the Committee shall include the
      following:

    


    (a)  
       to
      interpret and construe the provisions of the Plan;

    


    (b)  
       to
      determine all questions relating to the eligibility, benefits, and other rights
      of Employees, Participants, and beneficiaries under the Plan;

    


    (c)  
       to
      adopt
      rules of procedure and regulations, consistent with the provisions of the Plan,
      as the Committee deems necessary and proper;

    


    (d)  
       to
      maintain and keep adequate records concerning the Plan, and concerning the
      proceedings and acts of the Committee, in the form and amount of detail that
      the
      Committee may decide;

    


    (e)  
       to
      appoint investment managers to manage any assets of the Trust Fund, and to
      authorize the managers to acquire and dispose of assets of the Trust
      Fund;

    


    (f)  
       to
      employ
      one or more persons to render advice with respect to any responsibility which
      the Committee has under the Plan;

    


    (g)  
       to
      delegate authority and duties, including the authority to sign any documents,
      as
      the Committee may deem appro-priate to the Trustees or to other agents, provided
      that the Committee shall exercise reasonable care in the selection of any
      agents; and

    


    (h)  
       to
      act as
      the agent for the service of legal process.

    


    13-3.  
        Application
      of Rules.
      In
      operating and administering the Plan, the Committee shall apply all rules of
      procedure and regulations adopted by it in a uniform and nondiscriminatory
      manner.

    


    13-4.   
       Remuneration
      and Expenses.
      No
      remuneration shall be paid to any Committee member as such. However, the
      reasonable expenses of a Committee member incurred in the performance of a
      Committee function shall be reimbursed by the Company.

    


    13-5.   
       Exercise
      of Committee’s Duties.
      Notwithstanding any other provisions of the Plan, the Committee shall discharge
      its duties under this Plan solely in the interests of the Plan Participants
      and
      their beneficiaries, and:


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    (a)  
       for
      the
      exclusive purpose of providing benefits to Plan Participants and their
      beneficiaries; and

    


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

    


    13-6. 
        Resignation
      or Removal of Committee Members.
      A
      Committee member may resign at any time by giving ten days’ advance written
      notice to the Company, to the Trustees, and to the other members of the
      Committee. The Company may remove a Committee member by giving written notice
      to
      him or her, to the Trustees, and to the other members of the Committee. A
      Committee member who is a Participant in the Plan shall be automatically removed
      upon his or her termination of employment with the Company.

    


    13-7.  
       Appointment
      of Successor Committee Members.
      The
      Board of Directors of the Company may fill any vacancy in the membership of
      the
      Committee and shall give prompt written notice of the appointment to the other
      Committee members and to the Trustees. While there is a vacancy in the
      membership of the Committee, the remaining Committee members shall have the
      same
      powers as the full Committee until the vacancy is filled.

    


    13-8.  
       Procedures
      with Respect to Domestic Relations Orders.
      (a)
Definitions.
      For
      purposes of this Section 13-8, the following terms shall have the following
      meanings: (i) the term “domestic relations order” shall mean any judgment,
      decree, or order (including approval of a property settlement agreement) which
      relates to the provision of child support, alimony payments, or marital property
      rights to a spouse, former spouse, child, or other dependent of a Participant
      and which is made pursuant to a state domestic relations law, including a
      community property law; (ii) the term “qualified domestic relations order” shall
      have the meaning set forth in Section 414(p) of the Code; and (iii) the term
      “alternate payee” shall mean any spouse, former spouse, child, or other
      dependent of a Participant who is recognized by a domestic relations order
      as
      having a right to receive all or a portion of the benefits payable under the
      Plan with respect to the Participant.

    


    (b)  
       Procedures.
      The
      Committee shall establish reason-able procedures with respect to the following
      matters: (i) the manner for determining whether a domestic relations order
      consti-tutes a qualified domestic relations order; and (ii) the adminis-tration
      of distributions under qualified domestic relations orders.

    


    (c)  
       Notice.
      Promptly following the receipt of any domestic relations order, the Committee
      shall notify the Participant affected by the order, and any other alternate
      payee, of the receipt of the order and of the procedures established under
      the
      Plan for determining the qualified status of domestic relations orders. Within
      a
      reasonable period of time after receipt of any domestic relations order, the
      Committee shall determine whether the order is a qualified domestic relations
      order and shall notify the Participant affected by the order and each alternate
      payee of the determination.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (d)  
       Segregation
      of Account.
      During
      any period in which the issue whether a domestic relations order is a qualified
      domestic relations order is being determined by the Committee, by a court of
      competent jurisdiction, or otherwise, the Committee shall instruct the Trustees
      to segregate in a separate account under the Trust Fund or to deposit in an
      escrow account the amounts which would have been payable to the alternate payee
      during this period if the order had been determined to be a qualified domestic
      relations order. If the order or any modification of the order is determined
      to
      be a qualified domestic relations order within eighteen months, the Committee
      shall direct the Trustees to pay the segregated amounts, plus any accrued
      interest, to the persons entitled to those amounts. If within eighteen months
      either it is determined that the order is not a qualified domestic relations
      order or the issue whether the order is a qualified domestic relations order
      is
      not resolved, then the Committee shall direct the Trustees to pay the segregated
      amounts, plus any accrued interest, to the persons who would have been entitled
      to those amounts if there had been no order. Any determination that an order
      is
      a qualified domestic relations order which is made after the close of the
      eighteen-month period described above shall be applied prospectively
      only.

    


    13-9.  
       Interested
      Committee Member.
      No
      member of the Committee may participate in the determination of any matter
      or
      question concerning his or her own benefits under the Plan or as to how his
      or
      her benefits are to be paid unless either (a) the determination could be made
      by
      him or her under the Plan if he or she were not a member of the Committee,
      or
      (b) the determination applies to all Participants similarly. If a member is
      disqualified to act, and the remaining members of the Committee cannot agree
      on
      a decision, the Company may appoint a temporary member to exercise the powers
      of
      the interested member concerning the matter as to which he or she is
      disqualified.

    


    13-10. 
       Records.
      All
      acts and determinations of the Committee shall be duly recorded by the secretary
      of the Committee, and all of those records shall be preserved in the custody
      of
      the secre-tary. The records shall be open for inspection and copying at all
      times by any person designated by the Company. The Committee shall provide
      to
      the Trustees and to the accountant engaged on behalf of the Plan by the Company
      timely information regarding the perform-ance of the Committee’s
      responsibilities under the Plan, as needed by the Trustees and the accountant
      for the effective discharge of their duties.

    


    13-11. 
       Claims
      Procedure.
      (a)
Procedure.
      (i)
General.
      Claims
      for benefits under the Plan shall be made in writing to the Committee. The
      Committee shall have full discretion to render a decision with respect to any
      claim. If a claim for benefits is wholly or partially denied by the Committee,
      then the Committee must provide notice of its denial to the claimant (a “Notice
      of Denial”), which shall be written in a manner calculated to be understood by
      the claimant and which shall set forth: (A) the specific reason or reasons
      for
      denial of the claim; (B) a specific reference to the pertinent Plan provisions
      upon which the denial is based; (C) a description of any additional material
      or
      information necessary for the claimant to perfect the claim, together with
      an
      explanation of why the material or information is necessary; and (D) appropriate
      information regarding the steps to be taken if the claimant wishes to submit
      his
      or her claim for review.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (ii)  
       Disability
      Claims.
      If a
      claim is related to any distribution or rights to which a Participant or other
      claimant may be entitled in connection with the Participant’s termination of
      employment by reason of becoming disabled (“Disability Benefits”) and the claim
      is wholly or partially denied by the Committee, then the Committee shall provide
      the Notice of Denial within a reasonable period of time, not to exceed 45 days
      after receipt of the claim. This period within which the Committee must provide
      a Notice of Denial may be extended twice, for up to 30 days per extension,
      provided that the Committee (A) determines that an extension is needed and
      beyond the control of the Plan, and (B) notifies the claimant prior to the
      expiration of the initial 45-day period or of the first 30-day extension period.
      If the Committee shall fail to notify the claimant either that his or her claim
      for benefits has been granted or that it has been denied within the initial
      45-day period or prior to the expiration of an extension, if applicable, then
      the claim shall be deemed to have been denied as of the last day of the
      applicable period, and the claimant then may request a review of his or her
      claim.

    


    (iii)  
       Other
      Claims.
      The
      Committee shall notify a claimant in writing of the denial of any claim not
      related to Disability Benefits within a reasonable period of time, not to exceed
      90 days after receipt of the claim. If the Committee shall fail to notify the
      claimant either that his or her claim has been granted or that it has been
      denied within 90 days after the claim is received by the Committee, then the
      claim shall be deemed to have been denied.

    


    (b)  
       Procedure
      for Review of a Denied Claim.
      (i)
Disability
      Claims.
      If a
      claim is denied, a claimant may file a written request with the Committee that
      it conduct a full and fair review of his or her claim, and the Committee then
      must make a determination with respect to its review of the denied claim. A
      claimant must file a written request for a review of a claim for Disability
      Benefits with the Committee within 180 days after the receipt by the claimant
      of
      a Notice of Denial of his or her claim or within 180 days after the claim is
      deemed to have been denied. The Committee’s decision with respect to its review
      of the denied claim shall be rendered not later than 45 days after the receipt
      of the claimant’s request for a review, unless special circumstances require an
      extension of time for processing, in which case the 45-day period may be
      extended to 90 days if the Committee shall notify the claimant in writing within
      the initial 45-day period and shall state the reason for the
      extension.

    


    (ii)  
       Other
      Claims.
      A
      claimant must file a written request for a review of any claim not related
      to
      Disability Benefits with the Committee within 60 days after the receipt by
      the
      claimant of a Notice of Denial of his or her claim or within 60 days after
      the
      claim is deemed to have been denied. The Committee’s decision with respect to
      its review of the denied claim shall be rendered not later than 60 days after
      the receipt of the claimant’s request for a review, unless special circumstances
      require an extension of time for processing, in which case the 60-day period
      may
      be extended to 120 days if the Committee shall notify the claimant in writing
      within the initial 60-day period and shall state the reason for the
      extension.

    


    (c)  
       Review
      of Documents.
      In
      connection with a claimant’s appeal of a denial of his or her benefits
      (including Disability Benefits), the claimant may review pertinent documents
      and
      may submit issues and comments in writing. The Committee shall have full
      discretion to fully and fairly review the claim, and the Committee’s decision
      upon review shall (i) include specific reasons for the decision, (ii) be written
      in a manner calculated to be understood by the claimant, and (iii) contain
      specific references to the pertinent Plan provisions upon which the decision
      is
      based.


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    ARTICLE
      XIV

    


    TRANSFERS
      FROM OTHER BENEFIT PLANS

     

    14-1.  Rollover
      Contributions.
      The
      Plan may not receive “Rollover Contributions” from a tax-qualified plan, trust,
      individual retirement account, or annuity. The term “Rollover Contributions”
means amounts described in Sections 402(c), 403(a)(4), and 408(d)(3) of the
      Code.

    


    14-2.  Transferred
      Accounts from Merged or Spun-off Plans.
      Notwithstanding the limits on annual contributions that otherwise apply, the
      Plan may receive:

    


    (a)  
       account
      balances from a tax-qualified plan or trust that has been merged into this
      Plan
      as approved by the Board of Directors of the Company; and

    


    (b)  
       account
      balances transferred from another tax-qualified plan or trust pursuant to a
      plan
      spin-off.

    


    14-3.  
        Separate
      Accounts.
      All
      amounts transferred in accordance with Section 14-2 will be credited to
“Transfer Accounts” separate from the other Accounts provided for under the
      Plan. These Transfer Accounts will share only in the gains and losses in the
      net
      value of the Investment Fund as determined from time to time on Valuation Dates,
      as provided in Article VII. 

     

    14-4.   
      Restrictions
      on Transferred Amounts.
      Notwithstanding any other provision of this Article XIV, no amounts shall be
      transferred to this Plan from any defined benefit plan, from any defined
      contribution plan which is subject to the funding standards of Section 412
      of
      the Code, or from any other defined contribution plan to which clause (III)
      of
      Section 401(a)(11)(B)(iii) of the Code applied with respect to any person who
      is
      a Participant in the Plan or who otherwise would become a Participant by reason
      of the merger of this Plan and another defined contribution plan.

     

    14-5.   
       Eligibility
      and Vesting.

     

    (a)  
       Participants
      in merged or spun-off plans will be credited with Years of Service based upon
      their prior plan in determining their eligibility and vesting under this
      Plan.

    


    (b)  
       Employees
      of subsidiaries or of affiliated companies that have adopted this Plan in
      accordance with Section 16-4 will be credited with Years of Service with the
      subsid-iary or affiliated company, as the case may be, in determining their
      eligibility and vesting under this Plan.

    


    (c)  
       If
      a
      business entity is acquired by the Company and its employees are employed by
      the
      Company:

    


    (i)  
       if
      the
      acquired entity does not have a qualified retirement plan, then employees of
      that entity will be credited with Years of Service for employment with the
      prior
      employer for eligibility purposes only; and

    


    (ii)  
       if
      the
      acquired entity has a qualified retire-ment plan which is to be merged into
      this
      Plan, the provisions of this Article XIV relative to merging plans of
      subsidiaries shall apply.

     

    14-6.
       Other
      Provisions of the Plan.
      All
      provisions of the Plan not inconsistent with this Article XIV shall apply to
      all
      transferred Participants and to all Transfer Accounts.


    
      
        
        

      

      
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    ARTICLE
      XV

    


    AMENDMENT
      AND TERMINATION

     

    15-1. 
        Amendment.
      Subject
      to the provisions of Section 16-1, the Company reserves the right to amend
      the
      Plan at any time by action of its Board of Directors or of a person designated
      by resolution of its Board of Directors. However, no amendment shall eliminate
      any benefit described in Section 411(d)(6)(A) of the Code, including an optional
      form of benefit, or divest a Participant of any amount that he or she would
      have
      received had he or she resigned from the Company’s employ immediately prior to
      the effective date of the amendment. The Company shall provide the Trustees
      with
      copies of any proposed amendment to the Plan at least seven days prior to its
      adoption.

     

    15-2.  
       Termination.
      The
      Company reserves the right to terminate the Plan at any time by action of its
      Board of Directors. The Plan will terminate on the earliest of the following
      dates:

    


    (a)  
       the
      date
      the Company is judicially declared bankrupt or insolvent;

    


    (b)  
       the
      date
      the Company permanently discontinues its contri-butions under the Plan;
      or

    


    (c)  
       the
      date
      the Company is dissolved, merged, consolidated, or reorganized, or sells all
      or
      substantially all of its assets, except that, subject to the provisions of
      Section 15-3, provision may be made by the successor or purchaser for continuing
      the Plan (and in that event, the successor or purchaser shall be substituted
      for
      the Company under the Plan).

     

    15-3.    Merger
      or Consolidation of Plan, Transfer of Plan Assets.
      In the
      case of any merger or consolidation with, or transfer of assets and liabilities
      to, any other pension or profit sharing plan, each Participant in the Plan
      on
      the date of the merger, consolidation, or transfer shall be entitled to receive
      a benefit immediately after the merger, consolidation, or transfer if the Plan
      then terminated which is equal to or greater than the benefit he or she would
      have been entitled to receive immediately prior to the merger, consolidation,
      or
      transfer if this Plan had terminated then.

     

    15-4. 
        Vesting
      and Distribution on Termination and Partial Termination.
      Notwithstanding any other provision of the Plan to the contrary, on termination
      of the Plan in accordance with Section 15-2 or on partial termination of the
      Plan by operation of law, the date of termination or partial termination will
      be
      a Valuation Date and, after all adjustments required on a Valuation Date have
      been made, each affected Participant’s benefits will be nonforfeitable. If on
      termination of the Plan a Participant remains an Employee of the Company, the
      amount of his or her benefits shall be retained in the Trust until after his
      or
      her termination of employment with the Company and shall be paid to him or
      her
      in accordance with the provisions of Article X. The benefits payable to a
      Participant whose employment with the Company is terminated coincident with
      the
      termination of the Plan, or who is affected by a partial termination of the
      Plan, shall be paid to him or her in a lump sum. The provisions of Article
      VII
      will continue to apply until the benefits of all affected Participants have
      been
      distributed to them.

     

    15-5.  
       Notice
      of Amendment, Termination, or Partial Termination.
      Affected Participants and the Trustees will be notified of an amendment,
      termination, or partial termination of the Plan as required by the applicable
      provisions of ERISA.


    
      
        
        

      

      
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    ARTICLE
      XVI

    


    MISCELLANEOUS

     

    16-1. 
        No
      Reversion to Company.
      No part
      of the corpus or income of the Trust Fund shall revert to the Company or be
      used
      for or diverted to purposes other than for the exclusive benefit of Participants
      and their beneficiaries, except as specifically provided in Article III of
      the
      Trust Agreement.

     

    16-2.  
       Notices.
      Any
      notice required to be filed with any person under the Plan will be properly
      filed if delivered or mailed to that person, in care of the Company, at 311
      Rouser Road, Moon Township, PA 15108, or at such other address as the Company
      may designate from time to time.

     

    16-3.  
       Indemnification.
      The
      Company shall indemnify the Trustees, the Administrator, the members of the
      Committee, and any other person acting as a fiduciary with respect to the Plan
      for, and hold them harmless against, any and all liabilities, losses, costs,
      or
      expenses of any kind or nature which may be imposed on, incurred by, or asserted
      against them at any time by reason of their service under this Plan (including
      legal fees and expenses), to the extent the liability, loss, cost, or expense
      is
      not insured against or exceeds any insurance recovery. However, no person shall
      be entitled to indemnity under this Section if he or she acted dishonestly
      or in
      willful or grossly negligent violation of the law or regulation under which
      the
      liability, loss, cost, or expense arises.

     

    16-4.  
       Subsidiary
      and Affiliated Companies.
      With
      the approval of the Board of Directors of the Company, any subsidiary or
      affiliate of the Company may become a party to this Plan, and become entitled
      to
      all of the benefits and subjected to all of the obligations of this Plan, by
      executing an acceptance of this Plan in the form that the Company and the
      Trustees shall approve. Upon acceptance of this Plan by any subsidiary or
      affiliate, employees of the subsidiary or affiliate may become Participants
      upon
      meeting the eligibility requirements provided in Article III; and when so
      qualified, they shall be subject to the same obligations and entitled to the
      same rights and benefits as if they were employees of the Company. The
      contributions to be made in respect of employees of any subsidiary or affiliate
      of the Company which becomes a party to this Plan shall be made by the
      subsidiary or affiliate and not by the Company. The subsidiary or affiliate
      shall have no right to defer payment of its contribution or to terminate the
      Plan in respect of itself or its participating employees without the written
      consent of the Board of Directors of the Company.

     

    16-5.  
       Participation
      Not Guarantee of Employment.
      Participation in the Plan does not constitute a guarantee or contract of
      employment with the Company.

     

    16-6.  
       Gender
      and Number.
      In this
      Plan, where the context admits, words in the masculine gender include the
      feminine and neuter genders, words in the singular include the plural, and
      the
      plural includes the singular.

     

    16-7. 
        Governing
      Laws.
      The
      Plan shall be construed and administered according to the laws of the State
      of
      Delaware, to the extent that those laws are not preempted by the laws of the
      United States of America.

    


    16-8.  
       Text
      to Control.
      The
      Article and Section headings and numbers in this Plan are included solely for
      convenience of reference, and if there shall be any conflict between the
      headings and numbers and the text of this Plan, the text shall
      control.


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    The
      foregoing is a true and correct copy of the Atlas America Employee Stock
      Ownership Plan.

    


    Dated
      at
      Philadelphia, Pennsylvania this 30th day of June, 2005.

    


    
      	 	
              ATLAS
                AMERICA, INC.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Its
                President

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    SUPPLEMENT
      A

    


    Special
      Rules for Years in Which Plan is Top-Heavy

    


    A-1   
       Purpose
      and Effect.
      The
      purpose of this Supplement A is to comply with the requirements of Section
      416
      of the Code. The provisions of this Supple-ment A shall be effective for each
      Fiscal Year in which the Plan is a “top-heavy plan” within the meaning of
      Section 416(g) of the Code.

    


    A-2   
        Top-Heavy
      Plan.
      In
      general, the Plan will be a “top-heavy plan” for any Fiscal Year if, as of the
      last day of the preceding Fiscal Year or, in the case of the first Fiscal Year,
      the last day of that year (the “determination date”), the present value of
      accrued benefits of Participants who are “key employees” (as defined in Section
      416(i)(1) of the Code) under this Plan and under any plan included in the
      Aggregation Group (defined in Section A-3) exceeds 60 percent of the present
      value of accrued benefits of all Participants under this Plan and under any
      plan
      included in the Aggregation Group. In making this determination, the following
      special rules shall apply: 

    

      
        	 	
                (a)

              	
                A
                  Participant’s accrued benefits shall be increased by the aggregate
                  distributions, if any, made with respect to the Participant during
                  the
                  one-year period ending on the determination date, even if the Plan
                  has
                  terminated. However, in the case of a distribution made for a reason
                  other
                  than termination of employment, death or disability, this provision
                  shall
                  be applied by substituting “five-year period” for “one-year
                  period.”

              


      

      


      
        	 	
                (b)

              	
                The
                  accrued benefits of a Participant who was previously a key employee,
                  but
                  who no longer is a key employee, shall be
                  disregarded.

              


      

      


      
        	 	
                (c)

              	
                Benefits
                  paid on account of death shall be treated as distributions to the
                  extent
                  the benefits do not exceed the present value of the accrued benefits
                  of
                  the Participant determined immediately prior to
                  death.

              


      

      


      
        	 	
                (d)

              	
                The
                  accrued benefits of a Participant who has not performed services
                  for the
                  Company during the one-year period ending on the determination
                  date shall
                  be disregarded.

              


      

    

    


    A-3   
       Aggregation
      Group.
      The
      term “Aggregation Group” means (a) each pension, profit sharing, stock bonus,
      and employee stock ownership plan of the Controlled Group in which a Key
      Employee is a Participant, and (b) each other plan of the Controlled Group
      which
      enables any plan described in subclause (a) to meet the requirements of Section
      401(a)(4) or 410 of the Code. In addition, the term “Aggregation Group” shall
      include any plan designated by the Company as being part of the group if the
      group would continue to meet the requirements of Sections 401(a)(4) and 410
      of
      the Code with that plan being taken into account. 

     

    A-4    
       Key
      Employee.
      In
      general, a “key employee” is an Employee or a former Employee who, at any time
      during the Fiscal Year is: 


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    (i)  
       an
      officer of the Company receiving annual Compen-sation greater than $130,000,
      adjusted each twelve-month period to take into account any cost-of-living
      increase adjustment provided for that period under Sec-tion 416(h) of the
      Code;

     

    (ii)  
       a
      five-percent owner of the Company; or

    


    (iii)  
       a
      one-percent owner of the Company receiving annual Compensation from the Company
      of more than $150,000.

    


    A-5   
       Top-Heavy
      Vesting Schedule.
      For any
      Fiscal Year in which the Plan is a top-heavy plan, a Participant’s vested
      interest in his or her Company Stock and Other Investments Accounts shall not
      be
      less than the percentage determined in accordance with the following schedule:
      

    


    
      	
              Number
                of Completed

              Years
                of Service

            	 	
              Percentage

            
	 	 	 	 
	
              Less
                than two years

            	 	 	
              0

            	
              %

            
	
              Two
                years

            	 	 	
              20

            	
              %

            
	
              Three
                years

            	 	 	
              40

            	
              %

            
	
              Four
                years

            	 	 	
              60

            	
              %

            
	
              Five
                years

            	 	 	
              80

            	
              %

            
	
              Six
                or more years

            	 	 	
              100

            	
              %

            


    

    


    If
      the
      Plan subsequently ceases to be a top-heavy plan, each Participant who has then
      completed three or more Years of Service may elect to continue to have the
      vested percentage of his or her Company Stock and Other Investments Accounts
      determined under the provisions of this Section A-5, except that the
      Participant’s vested interest in his or her Company Stock and Other Investments
      Accounts after the Plan ceases to be a top-heavy plan shall not be less than
      his
      or her vested interest immediately before the Plan ceased to be a top-heavy
      plan.

     

    A-6  
         Minimum
      Employer Contribution.
      For any
      Fiscal Year in which the Plan is a top-heavy plan, the Company’s contributions
      and forfeitures, if any, allocated to each Participant who is not a key employee
      shall not be less than the “applicable percentage” of the Participant’s
      Compensation for that year. For purposes of this Section A-6, the term
“applicable percentage” means the lesser of three percent or the maximum of the
      Company’s contributions and forfeitures allocated in that year to any key
      employee (expressed as a percentage of the key employee’s Compensation).


     

    A-7   
        No
      Duplication of Benefits.
      If the
      Company maintains more than one plan, the minimum amount of the Company’s
      contributions otherwise required under Section A-6 may be reduced in accordance
      with regulations of the Secretary of the Treasury to prevent inappropriate
      duplication of minimum contributions or benefits. 

     

    A-8    
       Use
      of
      Terms.
      All
      terms and provisions of the Plan shall apply to this Supplement A, except that
      where the terms and provisions of the Plan and this Supplement A conflict,
      the
      terms and provisions of this Supplement A shall govern. 


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              TABLE
                OF CONTENTS

            	 
	 	 	 	 
	 	 	 	
              Page

            
	
              ARTICLE
                I

            	 	
              DEFINITIONS

            	
              2

            
	
              1-1.

            	 	
              Accounts

            	
              2

            
	
              1-2.

            	 	
              Code

            	
              2

            
	
              1-3.

            	 	
              Company
                Stock

            	
              2

            
	
              1-4.

            	 	
              Company
                Stock Account

            	
              2

            
	
              1-5.

            	 	
              Compensation

            	
              2

            
	
              1-6.

            	 	
              Controlled
                Group

            	
              2

            
	
              1-7.

            	 	
              Effective
                Date

            	
              3

            
	
              1-8.

            	 	
              Employee

            	
              3

            
	
              1-9.

            	 	
              ERISA

            	
              3

            
	
              1-10.

            	 	
              ESOP
                Plan

            	
              3

            
	
              1-11.

            	 	
              Fiscal
                Year

            	
              3

            
	
              1-12.

            	 	
              Highly
                Compensated Employee

            	
              3

            
	
              1-13.

            	 	
              Leased
                Employee

            	
              3

            
	
              1-14.

            	 	
              Limitation
                Year

            	
              4

            
	
              1-15.

            	 	
              Other
                Investments Account

            	
              4

            
	
              1-16.

            	 	
              Participant

            	
              4

            
	
              1-17.

            	 	
              Qualified
                Military Service

            	
              4

            
	
              1-18.

            	 	
              Related
                Plan

            	
              4

            
	
              1-19.

            	 	
              Transfer
                Account

            	
              4

            
	
              1-20.

            	 	
              Trust
                Fund

            	
              5

            
	
              1-21.

            	 	
              Valuation
                Date

            	
              5

            
	
              ARTICLE
                II

            	 	
              SERVICE
                COMPUTATIONS

            	
              6

            
	
              2-1.

            	 	
              Service

            	
              6

            
	
              2-2.

            	 	
              Hour
                of Service

            	
              6

            
	
              2-3.

            	 	
              One-Year
                Break-in-Service

            	
              7

            
	
              2-4.

            	 	
              Year
                of Service

            	
              7

            
	
              2-5.

            	 	
              Credit
                for Service

            	
              7

            
	
              2-6.

            	 	
              Service
                with Affiliated Companies

            	
              8

            
	
              ARTICLE
                III

            	 	
              PLAN
                PARTICIPATION

            	
              9

            
	
              3-1.

            	 	
              Eligibility
                for Participation

            	
              9

            
	
              3-2.

            	 	
              Summary
                Plan Description

            	
              9

            
	
              3-3.

            	 	
              Subsequent
                Ineligibility of a Participant

            	
              9

            
	
              ARTICLE
                IV

            	 	
              ANNUAL
                COMPANY CONTRIBUTIONS

            	
              11

            
	
              4-1.

            	 	
              Annual
                Company Contribution

            	
              11

            
	
              4-2.

            	 	
              Manner
                of Payment

            	
              11

            
	
              4-3.

            	 	
              Limitation
                on Amount of Annual Company Contribution

            	
              11

            
	
              4-4.

            	 	
              When
                Contributions Made

            	
              11

            
	
              ARTICLE
                V

            	 	
              INVESTMENT
                OF TRUST ASSETS

            	
              12

            
	
              5-1.

            	 	
              Investment
                Policy

            	
              12

            
	
              5-2.

            	 	
              Sales
                of Company Stock

            	
              12

            
	
              ARTICLE
                VI

            	 	
              SUSPENSE
                ACCOUNT FOR UNALLOCATED SHARES

            	
              13

            
	
              6-1.

            	 	
              Suspense
                Account

            	
              13

            
	
              6-2.

            	 	
              Release
                of Company Stock from Suspense Account

            	
              13

            
	
              6-3.

            	 	
              Definitions

            	
              13

            
	
              6-4.

            	 	
              Limitation
                on Use of Fraction 2

            	
              13

            


    


    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 	
              Page

            
	
              ARTICLE
                VII

            	 	
              PARTICIPANTS
                ‘ ACCOUNTS AND ANNUAL ADJUSTMENTS

            	
              15

            
	
              7-1.

            	 	
              Accounts
                for Participants

            	
              15

            
	
              7-2.

            	 	
              Charges
                to Accounts

            	
              15

            
	
              7-3.

            	 	
              Company
                Stock Account

            	
              15

            
	
              7-4.

            	 	
              Other
                Investments Account

            	
              15

            
	
              7-5.

            	 	
              Allocations

            	
              15

            
	
              7-6.

            	 	
              Limitation
                on Allocations to Participants

            	
              16

            
	
              7-7.

            	 	
              Special
                Limitations for Participants Who Sell Their Stock.
                (a)General

            	
              18

            
	
              7-8.

            	 	
              Special
                Limitations for Disqualified Persons

            	
              19

            
	
              7-9.

            	 	
              Adjusting
                to Value of Trust Fund

            	
              20

            
	
              7-10.

            	 	
              Participant
                Statements

            	
              21

            
	
              ARTICLE
                VIII

            	 	
              RETIREMENT
                DATES

            	
              22

            
	
              8-1.

            	 	
              Normal
                Retirement Date

            	
              22

            
	
              8-2.

            	 	
              Early
                Retirement Date

            	
              22

            
	
              8-3.

            	 	
              Disability
                Retirement Date

            	
              22

            
	
              8-4.

            	 	
              Retirement
                Date

            	
              22

            
	
              ARTICLE
                IX

            	 	
              VESTING
                OF ACCOUNT BALANCES

            	
              23

            
	
              9-1.

            	 	
              Vesting
                on Retirement

            	
              23

            
	
              9-2.

            	 	
              Vesting
                on Disability

            	
              23

            
	
              9-3.

            	 	
              Vesting
                on Death

            	
              23

            
	
              9-4.

            	 	
              Vesting
                on Other Termination

            	
              23

            
	
              9-5.

            	 	
              Determination
                of Account Balances

            	
              24

            
	
              9-6.

            	 	
              Reinstatement
                of Forfeitures

            	
              24

            
	
              ARTICLE
                X

            	 	
              DISTRIBUTION
                OF PLAN BENEFITS

            	
              25

            
	
              10-1.

            	 	
              Method
                of Distribution

            	
              25

            
	
              10-2.

            	 	
              Form
                of Distribution. (a)Company Stock Account

            	
              25

            
	
              10-3.

            	 	
              Distributions
                After Death

            	
              25

            
	
              10-4.

            	 	
              Time
                of Distribution

            	
              26

            
	
              10-5.

            	 	
              Minimum
                Distribution Requirements

            	
              26

            
	
              10-6.

            	 	
              Diversification
                of Company Stock Account

            	
              30

            
	
              10-7.

            	 	
              Rollover
                Distributions

            	
              30

            
	
              10-8.

            	 	
              Dividends
                on Company Stock

            	
              31

            
	
              10-9.

            	 	
              Distributions
                To Persons Under Disability

            	
              32

            
	
              10-10.

            	 	
              Benefits
                may not be Assigned or Alienated

            	
              32

            
	
              10-11.

            	 	
              No
                Guarantee of Benefits

            	
              32

            
	
              10-12.

            	 	
              Beneficiaries

            	
              32

            
	
              10-13.

            	 	
              Benefits
                of Persons Who Cannot Be Located

            	
              33

            
	
              10-14.

            	 	
              Participant’s
                Consent to a Distribution

            	
              33

            
	
              ARTICLE
                XI

            	 	
              SHAREHOLDER
                RIGHTS AND RESTRICTIONS

            	
              34

            
	
              11-1.

            	 	
              Voting
                of Company Stock

            	
              34

            
	
              11-2.

            	 	
              Nonterminable
                Rights

            	
              34

            
	
              ARTICLE
                XII

            	 	
              PLAN
                ADMINISTRATION

            	
              35

            
	
              12-1.

            	 	
              Plan
                Administrator

            	
              35

            
	
              12-2.

            	 	
              The
                Trust

            	
              35

            


    


    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 	
              Page

            
	
              ARTICLE
                XIII

            	 	
              THE
                COMMITTEE

            	
              36

            
	
              13-1.

            	 	
              Membership

            	
              36

            
	
              13-2.

            	 	
              Rights,
                Powers, and Duties

            	
              36

            
	
              13-3.

            	 	
              Application
                of rules

            	
              37

            
	
              13-4.

            	 	
              Remuneration
                and Expenses

            	
              37

            
	
              13-5.

            	 	
              Exercise
                of Committee’s Duties

            	
              37

            
	 	 	 	 
	
              13-6.

            	 	
              Resignation
                or Removal of Committee Members

            	
              37

            
	
              13-7.

            	 	
              Appointment
                of Successor Committee Members

            	
              37

            
	
              13-8.

            	 	
              Procedures
                with Respect to Domestic Relations Orders

            	
              37

            
	
              13-9.

            	 	
              Interested
                Committee Member

            	
              38

            
	
              13-10.

            	 	
              Records

            	
              39

            
	
              13-11.

            	 	
              Claims
                Procedure

            	
              39

            
	
              ARTICLE
                XIV

            	 	
              TRANSFERS
                FROM OTHER BENEFIT PLANS

            	
              41

            
	
              14-1.

            	 	
              Rollover
                Contributions

            	
              41

            
	
              14-2.

            	 	
              Transferred
                Accounts from Merged or Spun-off Plans

            	
              41

            
	
              14-3.

            	 	
              Separate
                Accounts

            	
              41

            
	
              14-4.

            	 	
              Restrictions
                on Transferred Amounts

            	
              41

            
	
              14-5.

            	 	
              Eligibility
                and Vesting

            	
              41

            
	
              14-6.

            	 	
              Other
                Provisions of the Plan

            	
              42

            
	
              ARTICLE
                XV

            	 	
              AMENDMENT
                AND TERMINATION

            	
              43

            
	
              15-1.

            	 	
              Amendment

            	
              43

            
	
              15-2.

            	 	
              Termination

            	
              43

            
	
              15-3.

            	 	
              Merger
                or Consolidation of Plan, Transfer of Plan Assets

            	
              43

            
	
              15-4.

            	 	
              Vesting
                and Distribution on Termination and Partial Termination

            	
              43

            
	
              15-5.

            	 	
              Notice
                of Amendment, Termination, or Partial Termination

            	
              44

            
	
              ARTICLE
                XVI

            	 	
              MISCELLANEOUS

            	
              45

            
	
              16-1.

            	 	
              No
                Reversion to Company

            	
              45

            
	
              16-2.

            	 	
              Notices

            	
              45

            
	
              16-3.

            	 	
              Indemnification

            	
              45

            
	
              16-4.

            	 	
              Subsidiary
                and Affiliated Companies

            	
              45

            
	
              16-5.

            	 	
              Participation
                Not Guarantee of Employment

            	
              45

            
	
              16-6.

            	 	
              Gender
                and Number

            	
              46

            
	
              16-7.

            	 	
              Governing
                Laws

            	
              46

            
	
              16-8.

            	 	
              Text
                to Control

            	
              46

            
	SUPPLEMENT	 
              A A-1	 
	
              A-1

            	 	
              Purpose
                and Effect

            	
              A-1

            
	
              A-2

            	 	
              Top-Heavy
                Plan

            	
              A-1

            
	
              A-3

            	 	
              Aggregation
                Group

            	
              A-1

            
	
              A-4

            	 	
              Key
                Employee

            	
              A-2

            
	
              A-5

            	 	
              Top-Heavy
                Vesting Schedule

            	
              A-2

            
	
              A-6

            	 	
              Minimum
                Employer Contribution

            	
              A-2

            
	
              A-7

            	 	
              No
                Duplication of Benefits

            	
              A-3

            
	
              A-8

            	 	
              Use
                of Terms

            	
              A-3

            


    

     

    -iii-