e61007337ex4_3.htm


    

      
        	
                
 

                 

                 

                
                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                

                
                   

                

                
                   

                   

                  MINDRAY
      DS USA, INC. 401(k) SAVINGS PLAN  

                   

                   

                

                
                   

                   

                   

                   

                   

                   

                   

                

                
                   

                   

                   

                   

                   

                

                
                   

                   

                   

                

                 

                 

                 

              


      

       

      DISCLAIMER.
As permitted by the Internal Revenue Service, certain changes to the Plan may be
implemented in operation before they are reflected in formal plan amendments. As
a result, the text of the Plan as reflected in the plan document and amendments
filed as an Exhibit to this Registration Statement may not reflect a complete
statement of the terms of the Plan in operation.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
MINDRAY DS USA, INC.
401(k) SAVINGS PLAN

       

       

      WHEREAS,
Mindray DS USA< Inc. desires to establish a qualified plan for the benefit of
its eligible employees; and

       

      WHEREAS,
it is intended that the plan is to qualify under Sections 401(a) and
401(k) of the Internal Revenue Code of 1986, as amended;

       

      NOW,
THEREFORE, effective as of May 14, 2008, the Mindray DS USA, Inc. 401(k)
Savings Plan is hereby established in the form set for
herein:  


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

       

      ARTICLE
ONE--DEFINITIONS

      1.1Account

      1.2Administrator

      1.3Beneficiary

      1.4Break
in Service

      1.5Code

      1.6Compensation

      1.7Disability

      1.8Effective
Date

      1.9Employee

      1.10Employer

      1.11Employment
Date

      1.12Fail-Safe
Contribution

      1.13Highly-Compensated
Employee

      1.14Hour
of Service

      1.15Leased
Employee

      1.16Nonhighly-Compensated
Employee

      1.17Normal
Retirement Date

      1.18Participant

      1.19Plan

      1.20Plan
Year

      1.21Trust

      1.22Trustee

      1.23Valuation
Date

      1.24Year
of Service

       

       

      ARTICLE
TWO--SERVICE DEFINITIONS AND RULES

      2.1Year
of Service

      2.2Break
in Service

      2.3Maternity/Paternity,
Leave of Absence

      2.4Rule
of Parity on Return to Employment

      
        	
                 
      

              	
                2.5Service
      in Excluded Job Classifications or with Related
  Companies

              


      

       

       

      ARTICLE
THREE--PLAN PARTICIPATION

      3.1Participation

      3.2Re-employment
of Former Participant

      3.3Termination
of Eligibility

      3.4Compliance
with USERRA

       

       



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
FOUR--ELECTIVE DEFERRALS, EMPLOYER MATCHING CONTRIBUTIONS, ROLLOVERS AND
TRANSFERS FROM OTHER PLANS

      4.1Elective
Deferrals

      4.2Employer
Matching Contributions

      4.3Rollovers
and Transfers of Funds from Other Plans

      4.4Timing
of Contributions

       

       

      ARTICLE
FIVE--ACCOUNTING RULES

      5.1Investment
of Accounts and Accounting Rules

      5.2Participants
Omitted in Error

       

       

      ARTICLE
SIX--VESTING AND RETIREMENT BENEFITS

      6.1Vesting

      6.2Forfeiture
of Nonvested Balance

      6.3Distribution
of Less than Entire Vested Account Balance

      6.4Normal
Retirement

      6.5Disability

       

       

      ARTICLE
SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS

      7.1Manner
of Payment

      7.2Time
of Commencement of Benefit Payments

      7.3Furnishing
Information

      7.4Minimum
Distribution Requirements

      7.5Amount
of Death Benefit

      7.6Designation
of Beneficiary

      7.7Distribution
of Death Benefits

      7.8Eligible
Rollover Distributions

       

       

      ARTICLE
EIGHT--LOANS AND IN-SERVICE WITHDRAWALS

      8.1Loans

      8.2Hardship
Distributions

      8.3Withdrawals
After Age 591⁄2

      8.4Withdrawals
of Rollover Contributions

       

       

      ARTICLE
NINE--ADMINISTRATION OF THE PLAN

      9.1Plan
Administration

      9.2Claims
Procedure

      9.3Trust
Agreement

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
TEN--SPECIAL COMPLIANCE PROVISIONS

      10.1Distribution
of Excess Elective Deferrals

      10.2Limitations
on 401(k) Contributions

      10.3Nondiscrimination
Test for Employer Matching Contributions

       

       

      ARTICLE
ELEVEN--LIMITATION ON ANNUAL ADDITIONS

      11.1Rules
and Definitions

       

       

      ARTICLE
TWELVE--AMENDMENT AND TERMINATION

      12.1Amendment

      12.2Termination
of the Plan

       

       

      ARTICLE
THIRTEEN--TOP-HEAVY PROVISIONS

      13.1Applicability

      13.2Definitions

      
        	
                 
      

              	
                13.3Allocation
      of Employer Contributions and Forfeitures for a Top-Heavy Plan
      Year

              


      

      13.4Vesting

       

       

      ARTICLE
FOURTEEN--MISCELLANEOUS PROVISIONS

      14.1Plan
Does Not Affect Employment

      14.2Successor
to the Employer

      14.3Repayments
to the Employer

      14.4Benefits
not Assignable

      14.5Merger
of Plans

      14.6Investment
Experience not a Forfeiture

      14.7Construction

      14.8Governing
Documents

      14.9Governing
Law

      14.10Headings

      14.11Counterparts

      14.12Location
of Participant or Beneficiary Unknown

      14.13Distribution
to Minor or Legally Incapacitated

       

       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
ONE--DEFINITIONS

       

       

      For
purposes of the Plan, unless the context or an alternative definition specified
within another Article provides otherwise, the following words and phrases shall
have the definitions provided:

       

      
        	
                 
      

              	
                1.1"ACCOUNT"
      shall mean the individual bookkeeping accounts maintained for a
      Participant under the Plan which shall record (a) the Participant's
      allocations of Employer contributions and forfeitures, (b) amounts of
      Compensation deferred to the Plan pursuant to the Participant's election,
      (c) any amounts transferred to this Plan under Section 4.3 from
      another qualified retirement plan or from another qualified plan in
      connection with a plan merger, and (d) the allocation of Trust
      investment experience.

              


      

       

       

      
        	
                 
      

              	
                1.2"ADMINISTRATOR"
      shall mean the Plan Administrator appointed from time to time in
      accordance with the provisions of Article Nine
    hereof.

              


      

       

       

      
        	
                 
      

              	
                1.3"BENEFICIARY"
      shall mean any person, trust, organization, or estate entitled to
      receive payment under the terms of the Plan upon the death of a
      Participant.

              


      

       

       

      
        	
                 
      

              	
                1.4"BREAK
      IN SERVICE" shall have the meaning set forth in Article
      Two.

              


      

       

       

      
        	
                 
      

              	
                1.5"CODE"
      shall mean the Internal Revenue Code of 1986, as amended from time
      to time.

              


      

       

       

      
        	
                 
      

              	
                1.6"COMPENSATION"
      shall mean the compensation paid to a Participant by the Employer
      for the Plan Year as defined under Section 3401(a) of the Code (for
      purposes of income tax withholding), but exclusive of relocation expenses,
      awards, stock options, car allowances, education allowances, other
      reimbursements and expense allowances, fringe benefits (cash and non
      cash), moving expenses, welfare benefits, any contributions to or
      distributions from a nonqualified deferred compensation program,
      severance  pay and any compensation received prior to his
      becoming a Participant in the Plan.  Compensation shall include
      any amounts deferred under a salary reduction agreement in accordance with
      Section 4.1 or under a Code Section 125 plan maintained by the
      Employer.

              


      

       

      In addition to other
applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, the annual Compensation of each
Participant taken into account under the Plan shall not exceed $230,000 for the
2008 calendar year, and shall be adjusted annually by the Secretary of the
Treasury or his delegate for increases in the cost of living in accordance with
Section 401(a)(17)(B) of the Code.  The cost-of-living adjustment
in effect for a calendar year applies to any period, not exceeding twelve (12)
months, over which Compensation is determined (determination period) beginning
in such calendar year.  If a determination period consists of fewer
than twelve (12) months, the annual compensation limit 

       


      
        
           


        

        
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      shall be
multiplied by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is twelve (12).

       

       

       

      Any compensation described
in this Section 1.6 does not fail to be Compensation merely because it is paid
after the Participant’s severance from employment with the Employer, provided
the Compensation is paid by the later of 21⁄2 months after severance from
employment with the Employer or the end of the Plan Year that includes the date
of severance from employment.  In addition, payment for unused accrued
bona fide vacation shall be included as Compensation if (i) the Participant
would have been able to use the leave if employment had continued, (ii) such
amounts are paid by the later of 21⁄2 months after severance from employment with
the Employer or the end of the Plan Year that includes the date of severance
from employment, and (iii) such amounts would have been included as Compensation
if they were paid prior to the Participant’s severance from employment with the
Employer.

       

       

       

      For purposes of
determining who is a Highly-Compensated Employee, Compensation shall mean
compensation as defined in Section 414(q)(4) of the
Code.

       

       

      For purposes of applying
the limitations described in Section 11.1, and for purposes of defining
compensation under Section 1.13 and Article Thirteen of the Plan, compensation
paid or made available during such limitations years (or Plan Years) shall
include elective amounts that are not includible in the gross income of the
Employee by reason of Section 132(f)(4) of the Code.

       

       

       

      
        	
                 
      

              	
                1.7"DISABILITY"
      shall mean a "permanent and total" disability incurred by a
      Participant while in the employ of the Employer.  A Participant
      shall be deemed "disabled" if, in the opinion of the Administrator and
      based upon appropriate medical advice and examination, he satisfies the
      conditions set forth in Section 72(m)(7) of the Code.  For this
      purpose, a Participant shall be deemed disabled if he is entitled to
      receive disability benefits under Social
  Security.

              


      

       

       

      
        	
                 
      

              	
                1.8"EFFECTIVE
      DATE."  The Plan's effective date is May 14, 2008.
      

              


      

       

       

      
        	
                 
      

              	
                1.9"EMPLOYEE"
      shall mean a common law employee of the Employer or a "leased
      employee" (within the meaning of Section 414(n)(2) of the Code) of the
      Employer or any affiliated
  Employer.  

              


      

       

       

      
        	
                 
      

              	
                1.10"EMPLOYER"
      shall mean Mindray DS USA, Inc. (“Mindray”) and any subsidiary or
      affiliate which is a member of its "related group" (as defined in Section
      2.5) which has adopted the Plan (a "Participating Affiliate"), and shall
      include any successor(s) thereto which adopt this Plan.  Any
      such subsidiary or affiliate of Mindray may adopt the Plan with the
      approval of its board of directors (or noncorporate counterpart) subject
      to the approval of Mindray.  The provisions of this Plan shall
      apply equally to each Participating Affiliate and its Employees except as
      specifically set forth in the Plan; provided, however, notwithstanding any
      other provision of this Plan, the amount and timing of contributions under
      Article 4 to be made by any Employer which
  

              


      


      
        
           


        

        
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      is a
Participating Affiliate shall be made subject to the approval of
Mindray.  For purposes hereof, each Participating Affiliate shall be
deemed to have appointed Mindray as its agent to act on its behalf in all
matters relating to the administration, amendment, termination of the Plan and
the investment of the assets of the Plan.  For purposes of the Code
and ERISA, the Plan as maintained by Mindray and the Participating Affiliates
shall constitute a single plan rather than a separate plan of each Participating
Affiliate.  All assets in the Trust shall be available to pay benefits
to all Participants and their Beneficiaries.

       

      
        	
                 
      

              	
                1.11"EMPLOYMENT
      DATE" shall mean the first date as of which an Employee is credited
      with an Hour of Service, provided that, in the case of a Break in Service,
      the Employment Date shall be the first date thereafter as of which an
      Employee is credited with an Hour of
  Service.

              


      

       

       

      
        	
                 
      

              	
                1.12"FAIL-SAFE
      CONTRIBUTION" shall mean a qualified nonelective contribution which
      is a contribution (other than matching contributions or Qualified Matching
      Contributions (within the meaning of Section 10.2)) made by the Employer
      and allocated to Participants’ accounts that the Participants may not
      elect to receive in cash until distribution from the Plan; that are
      nonforfeitable when made; and that are distributable only in accordance
      with the distribution provisions under Section 401(k) of the Code and the
      regulations promulgated
thereunder.

              


      

       

       

      
        	
                 
      

              	
                1.13"HIGHLY-COMPENSATED
      EMPLOYEE" shall mean any Employee of the Employer
      who:

              


      

       

      
        	
                 
      

              	
                (a)was
      a five percent (5%) owner of the Employer (as defined in Section
      416(i)(1)) of the Code at any time during the "determination year" or
      "look-back year"; or

              


      

       

      
        	
                 
      

              	
                (b)earned
      more than $100,000 of Compensation from the Employer during the "look-back
      year" and, if the Employer elects, was in the top twenty percent (20%) of
      Employees by Compensation for such year.  The $100,000 amount
      shall be adjusted at the same time and in the same manner as under Section
      415(d) of the Code. 

              


      

       

      An Employee who terminated
employment prior to the "determination year" shall be treated as a
Highly-Compensated Employee for the "determination year" if such Employee was a
Highly-Compensated Employee when such Employee terminated employment, or was a
Highly-Compensated Employee at any time after attaining age fifty-five
(55).

       

       

      
        	
                 
      

              	
                For
      purposes of this Section, the "determination year" shall be the Plan Year
      for which a determination is being made as to whether an Employee is a
      Highly-Compensated Employee.  The "look-back year" shall be the
      twelve (12) month period immediately preceding the "determination
      year".  

              


      

       

       

       

      
        	
                 
      

              	
                1.14"HOUR
      OF SERVICE" shall have the meaning set forth
      below:

              


      

       

      
        	
                 
      

              	
                (a)An
      Hour of Service is each hour for which an Employee is paid, or entitled to
      payment, for the performance of duties for the Employer, during the
      applicable computation period.

              


      

       


      
        
           


        

        
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                (b)An
      Hour of Service is each hour for which an Employee is paid, or entitled to
      payment, by the Employer on account of a period of time during which no
      duties are performed (irrespective of whether the employment relationship
      has terminated) due to vacation, holiday, illness, incapacity (including
      disability), layoff, jury duty, military duty, or leave of
      absence.  Notwithstanding the preceding
  sentence,

              


      

       

      
        	
                 
      

              	
                (i)No
      more than five hundred and one (501) Hours of Service shall be credited
      under this paragraph (b) to any Employee on account of any single
      continuous period during which the Employee performs no duties (whether or
      not such period occurs in a single computation period).  Hours
      under this paragraph will be calculated and credited pursuant to Section
      2530.200b-2 of the Department of Labor Regulations which is incorporated
      herein by reference;

              


      

       

      
        	
                 
      

              	
                (ii)An
      hour for which an Employee is directly or indirectly paid, or entitled to
      payment, on account of a period during which no duties are performed shall
      not be credited to the Employee if such payment is made or due under a
      plan maintained solely for the purpose of complying with applicable
      workmen’s compensation, or unemployment compensation or disability
      insurance laws; and

              


      

       

      
        	
                 
      

              	
                (iii)Hours
      of Service shall not be credited for a payment which solely reimburses an
      Employee for medical or medically related expenses incurred by the
      Employee.

              


      

       

      
        	
                 
      

              	
                For
      purposes of this paragraph (b), a payment shall be deemed to be made by or
      due from the Employer regardless of whether such payment is made by or due
      from the Employer directly, or indirectly through, among others, a trust
      fund, or insurer, to which the Employer contributes or pays premiums and
      regardless of whether contributions made or due to the trust fund, insurer
      or other entity are for the benefit of particular Employees or are on
      behalf of a group of Employees in the
aggregate.

              


      

       

      
        	
                 
      

              	
                (c)An
      Hour of Service is each hour for which back pay, irrespective of
      mitigation of damages, is either awarded or agreed to by the
      Employer.  The same Hours of Service shall not be credited both
      under paragraph (a) or paragraph (b), as the case may be, and under this
      paragraph (c).  Thus, for example, an Employee who receives a
      back pay award following a determination that he was paid at an unlawful
      rate for Hours of Service previously credited shall not be entitled to
      additional credit for the same Hours of Service.  Crediting of
      Hours of Service for back pay awarded or agreed to with respect to periods
      described in paragraph (b) shall be subject to the limitations set forth
      in that paragraph.

              


      

       

      
        	
                 
      

              	
                (d)Hours
      of Service under this Section shall be determined under the terms of the
      Family and Medical Leave Act of 1993 and the Uniformed Services Employment
      and Reemployment Rights Act of
1994.

              


      

       

       

      
        	
                 
      

              	
                1.15"LEASED
      EMPLOYEE" shall mean any person who, pursuant to an agreement
      between the Employer and any other person or organization, has performed
      services for the Employer


              


      


      
        
           


        

        
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      (determined
in accordance with Section 414(n)(6) of the Code) on a substantially
full-time basis for a period of at least one (1) year and where such services
are performed under the primary direction and control of the
Employer.  A person shall not be considered a Leased Employee if the
total number of Leased Employees does not exceed twenty percent (20%) of the
Nonhighly-Compensated Employees employed by the Employer, and if any such person
is covered by a money purchase pension plan providing (a) a nonintegrated
employer contribution rate of at least ten percent (10%) of compensation, as
defined in Section 11.1(b)(2) of the Plan but including amounts contributed
pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Sections 125, 402(g) or 403(b) of the Code, and
shall also include elective amounts that are not includible in the gross income
of the Employee by reason of Section 132(f) of the Code, (b) immediate
participation, and (c) full and immediate vesting.

       

       

      
        	
                 
      

              	
                1.16"NONHIGHLY-COMPENSATED
      EMPLOYEE" shall mean an Employee of the Employer who is not a
      Highly-Compensated Employee.

              


      

       

       

      
        	
                 
      

              	
                1.17"NORMAL
      RETIREMENT DATE" shall mean the Participant's sixty-fifth (65th)
      birthday.  The date on which the Participant attains age
      sixty-five (65) shall be the Participant’s Normal Retirement
      Age.

              


      

       

       

      
        	
                 
      

              	
                1.18"PARTICIPANT"
      shall mean any Employee who has satisfied the eligibility
      requirements of Article Three and who is participating in the
      Plan.

              


      

       

       

      
        	
                 
      

              	
                1.19"PLAN"
      shall mean the Mindray DS USA, Inc. 401(k) Savings Plan as set
      forth herein and as may be amended from time to
    time.

              


      

       

       

      
        	
                 
      

              	
                1.20"PLAN
      YEAR" shall mean the twelve (12)-consecutive month period beginning
      January 1 and ending December
  31.  

              


      

       

       

      
        	
                 
      

              	
                1.21"TRUST"
      shall mean the Trust Agreement entered into between the Employer
      and the Trustee forming part of this Plan, together with any amendments
      thereto.  "Trust Fund" shall mean any and all property held by
      the Trustee pursuant to the Trust Agreement, together with income there
      from.

              


      

       

       

      
        	
                 
      

              	
                1.22"TRUSTEE"
      shall mean the Trustee or Trustees appointed by the Employer, and
      any successors thereto.

              


      

       

       


      
        
           


        

        
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                1.23"VALUATION
      DATE" shall mean the date or dates established by the Administrator
      for the valuation of the assets of the Plan.  In no event shall
      the assets of the Plan be valued less frequently than once each Plan
      Year.

              


      

       

       

      
        	
                 
      

              	
                1.24"YEAR
      OF SERVICE" or "SERVICE" and the special rules with respect to
      crediting Service are in Article Two of the
  Plan.

              


      


      
        
           


        

        
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      ARTICLE
TWO--SERVICE DEFINITIONS AND RULES

       

       

      Service
is the period of employment credited under the Plan.  Definitions and
special rules related to Service are as follows:

       

      
        	
                 
      

              	
                2.1YEAR
      OF SERVICE.  Except for periods of Service which may be
      disregarded on account of the "rule of parity" described in Section 2.4,
      an Employee shall receive credit for the aggregate of all time period(s)
      commencing on his Employment Date (or re-employment date) and ending on
      the date a "period of severance" (within the meaning of Section 2.2)
      commences.  However, an Employee shall also receive credit for
      any period of severance of less than twelve (12)-consecutive months;
      provided, however that if an Employee is absent from Service for any
      reason other than quit, discharge, retirement or death, and during the
      absence the Employee quits, is discharged, or retires, the period of time
      between the date the Employee quits, is discharged, or retires and the
      first anniversary of the date on which the Employee was first absent shall
      be credited hereunder if the Employee returns to Service on or before such
      first anniversary date. An Employee who completes a one (1)-year period of
      Service as of the anniversary of his Employment Date shall be credited
      with a Year of Service on that date.  Fractional periods of
      Service shall be  aggregated so that a Year of Service shall be
      completed as of the date the Employee completes twelve (12) months of
      Service (thirty (30) days shall be deemed to be a month in the case of the
      aggregation of fractional months) or three hundred and sixty-five (365)
      days of Service.

              


      

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing, any Employee employed by the Employer on the Effective
      Date, who was a participant in the Datascope Corp. 401(k) Savings and
      Supplemental Retirement Plan (the “Datascope Plan”) as of May 13, 2008,
      shall be credited with any “Years of Service” earned under the Datascope
      Plan.  Additionally, any Employee employed by the Employer on
      the Effective Date who was an employee of Datascope Corp. as of May 13,
      2008, shall also be credited with past service under Datascope Corp.
      

              


      

       

       

      
        	
                 
      

              	
                2.2BREAK
      IN SERVICE.  Subject to Section 2.3, a Break in Service
      is a "period of severance" of at least twelve (12) consecutive
      months.  For this purpose, a period of severance shall be a
      continuous period in which an Employee is not employed by the
      Employer.  Such period shall begin on the date the Employee
      retires, quits, is discharged or dies or, if earlier, the twelve
      (12)-month anniversary of the date on which the Employee is otherwise
      absent from Service.

              


      

       

       

      
        	
                 
      

              	
                2.3MATERNITY/PATERNITY
      LEAVE OF ABSENCE.  For any individual who is absent from
      work for any period by reason of the individual's pregnancy, birth of the
      individual's child, placement of a child with the individual in connection
      with the individual's adoption of the child, or by reason of the
      individual's caring for the child for a period beginning immediately
      following such birth or adoption, the twelve (12)-consecutive month period
      beginning on the first anniversary of the first date of such absence shall
      not constitute a Break in
Service.

              


      

       


      
        
           


        

        
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                2.4RULE
      OF PARITY ON RETURN TO EMPLOYMENT.  An
      Employee who returns to employment after a Break in Service shall retain
      credit for his pre-Break Years of Service, subject to the following
      rules:

              


      

       

      
        	
                 
      

              	
                (a)If
      a Participant incurs five (5) or more consecutive one (1)-year Breaks in
      Service, any Years of Service performed thereafter shall not be used to
      increase the nonforfeitable interest in his Account accrued prior to such
      five (5) or more consecutive one (1)-year Breaks in
    Service.

              


      

       

      
        	
                 
      

              	
                (b)If
      when a Participant incurred a Break in Service, he was not vested in any
      portion of his Account, his pre-Break Years of Service shall be
      disregarded if his consecutive one (1)-year Breaks in Service equal or
      exceed five (5).

              


      

       

      Subject to the preceding
paragraphs of this Section, an Employee’s pre-Break Years of Service and
post-Break Years of Service shall count in determining the vested percentage of
the Employee’s Account derived from all Employer contributions (i.e., Employer
contributions attributable to employment before and after the Employee’s Break
in Service).

       

       

       

      
        	
                 
      

              	
                2.5SERVICE
      IN EXCLUDED JOB CLASSIFICATIONS OR WITH RELATED
      COMPANIES

              


      

       

      
        	
                 
      

              	
                (a)Service
      while a Member of an Ineligible Classification of Employees.  An
      Employee who is a member of an ineligible classification of Employees
      shall not be eligible to participate in the Plan while a member of such
      ineligible classification.  However, if any such Employee is
      transferred to an eligible classification, such Employee shall be credited
      with any prior Years of Service completed while a member of such an
      ineligible classification.  For this purpose, an Employee shall
      be considered a member of an ineligible classification of Employees for
      any period during which he is employed in a job classification which is
      excluded from participating in the Plan under Section 3.1
      below.

              


      

       

      
        	
                 
      

              	
                (b)Service
      with Related Group Members.  Subject
      to Section 2.1, for each Plan Year in which the Employer is a member of a
      "related group", as hereinafter defined, all Service of an Employee or
      Leased Employee (hereinafter collectively referred to as "Employee" solely
      for purposes of this Section 2.5(b)) with any one or more members of such
      related group shall be treated as employment by the Employer for purposes
      of determining the Employee's Years of Service.  The transfer of
      employment by any such Employee to another member of the related group
      shall not be deemed to constitute a retirement or other termination of
      employment by the Employee for purposes of this Section, but the Employee
      shall be deemed to have continued in employment with the Employer for
      purposes of determining the Employee’s Years of Service.  For
      purposes of this subsection (b), "related group" shall mean the Employer
      and all corporations, trades or businesses (whether or not incorporated)
      which constitute a controlled group of corporations with the Employer, a
      group of trades or businesses under common control with the Employer, or
      an affiliated service group 

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      which
includes the Employer, within the meaning of Section 414(b), Section 414(c), or
Section 414(m), respectively, of the Code or any other entity required to be
aggregated under Code Section 414(o).

       

      
        	
                 
      

              	
                (c)Construction.
      This Section is included in the Plan to comply with the Code
      provisions regarding the crediting of Service, and not to extend any
      additional rights to Employees in ineligible classifications other than as
      required by the Code and regulations
thereunder.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      ARTICLE
THREE--PLAN PARTICIPATION

       

       

      
        	
                 
      

              	
                3.1PARTICIPATION.  All
      Employees participating in the Datascope Corp. 401(k) Savings and
      Supplemental Retirement Plan as of May 13, 2008 shall become a Participant
      in the Plan as of the Effective Date, subject to the terms
      hereof.

              


      

       

      
        	
                 
      

              	
                Each
      other Employee shall become a Participant under the Plan as of the first
      day of the calendar month coincident with or next following the later of
      the Employee's attainment of age twenty-one (21) and his completion of
      thirty (30) consecutive days of Service.  For this purpose, any
      Employee who transferred employment to Mindray DS USA, Inc. (“Mindray ”)
      from Datascope Corp. in connection with the sale of assets to Mindray DS
      USA, Inc. shall be credited with any prior Service with Datascope Corp. in
      determining the Employee’s eligibility to participate in the
      Plan.  In no event, however, shall any such Employee become a
      Participant prior to May 14, 2008. 

              


      

       

      In no event, however,
shall any Employee (or other individual) participate under the Plan while he is:
(i) included in a unit of Employees covered by a collective bargaining agreement
between the Employer and the Employee representatives under which retirement
benefits were the subject of good faith bargaining, unless the terms of such
bargaining agreement expressly provides for the inclusion in the Plan; (ii)
employed as a Leased Employee; (iii) employed as a nonresident alien who
receives no earned income (within the meaning of Section 911(d)(2) of the Code)
from the Employer which constitutes income from sources within the United States
(within the meaning of Section 861(a)(3) of the Code); or (iv) employed as a
"payroll service or agency employee".  For purposes of this paragraph,
the term "payroll service or agency employee" means an individual (i) for whom
the direct payor of compensation with respect to the performance of services for
a participating Employer is any outside entity, including but not limited to, a
payroll service or temporary employment agency, rather than by the participating
Employer's internal corporate payroll system; or (ii) who is paid directly by a
participating Employer, but not through an internal corporate payroll system
(e.g., through purchase order accounts); or (iii) designated by a participating
Employer as an independent contractor, either through the terms of an agreement
with such individual or otherwise, regardless of any subsequent reclassification
by the Employer, any governmental agency, or court.  The determination
whether an individual is a "payroll service or agency employee" shall be made by
the Administrator, in its sole discretion, based solely upon these criteria,
without regard to whether the individual is considered a common law employee of
a participating Employer for any other purpose.

       

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing provisions, any Employee
who:

              


      

       

      
        	
                 
      

              	
                (i)is
      employed in a job classification where the customary period of employment
      is less than thirty (30) hours per week or has been hired to fulfill a
      temporary assignment of a nonrecurring nature,
  and

              


      

       

      
        	
                 
      

              	
                (ii)is
      not in an excluded class of Employees described in the preceding
      paragraph

              


      

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      shall become a Participant
in the Plan on the first day of the month coincident with or next following the
later of (i) his attainment of year twenty-one (21) or (ii) his completion of a
twelve (12)-month period of employment with the Employer during which he is
credited with at least one thousand (1,000) Hours of Service.  The
first twelve (12)-month period shall be measured from the Employee’s Employment
Date.  Any subsequent twelve (12)-month period shall be a Plan Year,
beginning with the Plan Year after his Employment Date.

       

       

       

      
        	
                 
      

              	
                3.2RE-EMPLOYMENT
      OF FORMER PARTICIPANT.  A vested Participant (or a
      nonvested Participant whose prior Service cannot be disregarded) whose
      participation ceased because of termination of employment with the
      Employer shall resume participating upon his reemployment as an eligible
      Employee; provided, however, that such an individual shall be entitled to
      commence elective deferrals (within the meaning of Section 4.1) as soon as
      administratively possible following his return to participation in the
      Plan.

              


      

       

       

      
        	
                 
      

              	
                3.3TERMINATION
      OF ELIGIBILITY.  In the event a Participant is no longer
      a member of an eligible class of Employees and he becomes ineligible to
      participate, such Employee shall resume participating upon his return to
      an eligible class of Employees; provided, however, that such an individual
      shall be entitled to commence elective deferrals (within the meaning of
      Section 4.1) as soon as administratively possible following his return to
      participation in the Plan.

              


      

       

      
        	
                 
      

              	
                In
      the event an Employee who is not a member of an eligible class of
      Employees becomes a member of an eligible class, such Employee shall
      participate upon becoming a member of an eligible class of Employees, if
      such Employee has otherwise satisfied the eligibility requirements of
      Section 3.1 and would have otherwise previously become a Participant;
      provided, however, that such an individual shall be entitled to commence
      elective deferrals (within the meaning of Section 4.1) as soon as
      administratively possible following his becoming a
      Participant.

              


      

       

       

      
        	
                 
      

              	
                3.4COMPLIANCE
      WITH USERRA.  Notwithstanding any provision of this Plan
      to the contrary, Participants shall receive service credit and be eligible
      to make deferrals and receive Employer contributions with respect to
      periods of qualified military service (within the meaning of Section
      414(u)(5) of the Code) in accordance with Section 414(u) of the
      Code.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      ARTICLE
FOUR--ELECTIVE DEFERRALS, EMPLOYER MATCHING CONTRIBUTIONS, AND ROLLOVERS AND
TRANSFERS FROM OTHER PLANS

       

       

      
        	
                 
      

              	
                4.1ELECTIVE
      DEFERRALS

              


      

       

      
        	
                 
      

              	
                (a)Elections.  A
      Participant may elect to defer a portion of his Compensation for a Plan
      Year on a pre-tax basis.  The amount of a Participant's
      Compensation contributed in accordance with the Participant's election
      shall be withheld by the Employer from the Participant's Compensation on a
      ratable basis throughout the Plan Year.  The amount deferred on
      behalf of each Participant shall be contributed by the Employer to the
      Plan and allocated to the portion of the Participant's Account consisting
      of pre-tax contributions.

              


      

       

      
        	
                 
      

              	
                Each
      Participant may elect to contribute from one percent (1%) to fifty percent
      (50%) of such Participant's Compensation.


              


      

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing, any Employee who was not a participant in the Datascope
      Corp. 401(k) Savings and Supplemental Retirement Plan on May 13, 2008,
      upon first becoming eligible to participate in the Plan pursuant to
      Section 3.1, who fails to affirmatively make any deferral election
      (including an election to contribute zero percent (0%) of his Compensation
      to the Plan) within the time prescribed by the Administrator, shall be
      deemed to have elected to defer two percent (2%) of his Compensation as a
      pre-tax contribution ("deemed elective deferral").  The
      Administrator shall provide to each Employee a notice of his right to
      receive the amount of the deemed elective deferral in cash and his right
      to increase or decrease his rate of elective deferrals.  The
      Administrator shall also provide each such Employee a reasonable period to
      exercise such right before the date on which the cash is currently
      available.

              


      

       

      
        	
                 
      

              	
                (b)Changes
      in Election.  A
      Participant may prospectively elect to change or revoke the amount (or
      percentage) of his elective deferrals during the Plan Year by filing a
      written election with the Employer, or via such other method as permitted
      by applicable law.

              


      

       

      
        	
                 
      

              	
                (c)Limitations
      on Deferrals.  Except
      to the extent permitted under Section 4.1(e), no Participant shall be
      permitted to make elective deferrals during any taxable year in excess of
      the dollar limitation contained in Section 402(g) of the Code in effect
      for such taxable year.

              


      

       

      
        	
                 
      

              	
                (d)Administrative
      Rules.  All
      elections made under this Section 4.1, including the amount and frequency
      of deferrals, shall be subject to the rules of the Administrator which
      shall be consistently applied and which may be changed from time to
      time.

              


      

       

      
        	
                 
      

              	
                (e)Catch-up
      Contributions.  All
      Participants who are eligible to make elective deferrals under Section
      4.1(a) and who have attained age fifty (50) before the close of the
      calendar year shall be eligible to make catch-up contributions in
      accordance with, and subject to the limitations of, Section 414(v) of the
      Code.  Such catch-up contributions shall not be
  

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      taken
into account for purposes of the provisions of the Plan implementing the
required limitations of Section 402(g) and 415 of the Code.  The Plan
shall not be treated as failing to satisfy the requirements of the Plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
402A, 410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.  

       

       

      
        	
                 
      

              	
                4.2EMPLOYER
      MATCHING CONTRIBUTIONS

              


      

       

      For each
calendar month, the Employer may contribute to the Plan, on behalf of each
Participant, a discretionary matching contribution equal to a percentage (as
determined by the Employer’s board of directors) of the elective deferrals
(within the meaning of Section 4.1) made by each such Participant  The
Employer's board of directors may also determine to increase, suspend or reduce
its contributions under this Section for any Plan Year or any portion
thereof.  Allocations under this Section shall be subject to the
special rules of Section 13.3 in any Plan Year in which the Plan is a Top-Heavy
Plan (as defined in Section 13.2(b)).

       

      Notwithstanding
the foregoing provisions of this Section 4.2, and subject to the condition set
forth below, if a Participant’s elective deferrals for a Plan Year reach the
maximum amount set out in Section 4.1(c) (or such other Plan imposed limit) and,
as a result, the Participant is not eligible to make elective deferrals to the
Plan for the balance of such year, such Participant shall be entitled to receive
a supplemental Employer matching contribution to the extent required to ensure
that such Participant receives the same rate of matching contribution for the
Plan Year as any other Participant with the same rate of elective deferrals for
such Plan Year.  The supplemental Employer matching contributions
received by any such Participant for the Plan Year shall, however, be limited to
the extent required to comply with the requirements of applicable Federal
law.  To be eligible for this supplemental Employer matching
contribution, the Participant must be employed by the Employer on the last day
of the period for which the supplemental matching contribution is
made.  For this purpose for 2008, elective deferrals, matching
contributions, and compensation taken into account under the Datascope Corp.
401(k) Savings and Supplemental Retirement Plan will be taken into
account.

       

       

      
        	
                 
      

              	
                4.3ROLLOVERS
      AND TRANSFERS OF FUNDS FROM OTHER PLANS.  With the
      approval of the Administrator, there may be paid to the Trustee amounts
      which have been held under the following types of plans:
      

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (3)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, excluding after-tax
      employee contributions; and

              


      

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (4)an
      individual retirement account which was used solely as a conduit from a
      qualified plan described in Section 401(a) of the
  Code.

              


      

       

      
        	
                 
      

              	
                Any
      amounts so transferred on behalf of any Employee shall be nonforfeitable
      and shall be maintained under a separate Plan account, to be paid in
      addition to amounts otherwise payable under this Plan.  The
      amount of any such account shall be equal to the fair market value of such
      account as adjusted for income, expenses, gains, losses, and withdrawals
      attributable thereto.

              


      

       

      An Employee who would
otherwise be eligible to participate in the Plan but for the failure to satisfy
the service requirement for participation as set forth under Section 3.1, shall
be eligible to complete a rollover to the Plan.  Such an Employee
shall also be eligible to obtain a loan or withdrawal in accordance with the
provisions of Article Eight prior to satisfying such service
requirement.

       

       

       

      
        	
                 
      

              	
                4.4TIMING
      OF CONTRIBUTIONS.  Employer contributions shall be made
      to the Plan no later than the time prescribed by law for filing the
      Employer's federal income tax return (including extensions) for its
      taxable year ending with or within the Plan Year.  Elective
      deferrals under Section 4.1 shall be paid to the Plan as soon as
      administratively possible, but no later than the fifteenth (15th)
      business day of the month following the month in which such deferrals
      would have been payable to the Participant in cash, or such later date as
      permitted or prescribed by the Department of
  Labor.

              


      

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      ARTICLE
FIVE--ACCOUNTING RULES

       

       

      
        	
                 
      

              	
                5.1INVESTMENT
      OF ACCOUNTS AND ACCOUNTING
RULES

              


      

       

      
        	
                 
      

              	
                (a)Investment
      Funds.  The
      investment of Participants' Accounts shall be made in a manner consistent
      with the provisions of the Trust.  The Administrator, in its
      discretion, may allow the Trust to provide for separate funds for the
      directed investment of each Participant's
  Account.

              


      

       

      
        	
                 
      

              	
                (b)Participant
      Direction of Investments.  In
      the event Participants’ Accounts are subject to their investment
      direction, each Participant (including, for this purpose, any former
      Employee, Beneficiary, or "alternate payee" (within the meaning of Section
      14.4 below) with an Account balance) may direct how his Account is to be
      invested among the available investment funds in the percentage multiples
      established by the Administrator.  In the event a Participant
      fails to make an investment election, with respect to all or any portion
      of his Account subject to his investment direction, the Trustee shall
      invest all or such portion of his Account in the investment fund to be
      designated by the Administrator.  A Participant may change his
      investment election, with respect to future contributions and, if
      applicable, forfeitures, and/or amounts previously accumulated in the
      Participant’s Account in accordance with procedures established by the
      Administrator.  Any such change in a Participant’s investment
      election shall be effective at such time as may be prescribed by the
      Administrator.  However, where it deems appropriate, and subject
      to the requirements of applicable law, the Administrator may decline to
      implement, or otherwise limit the frequency by which a Participant may
      direct the investment of his Account.  If the Plan's
      recordkeeper or investments are changed, the Administrator may apply such
      administrative rules and procedures as are necessary to provide for the
      transfer of records and/or assets, including without limitation, the
      suspension of Participant’s investment directions, withdrawals and
      distributions for such period of time as is necessary, and the transfer of
      Participants’ Accounts to designated funds or an interest bearing account
      until such change has been
completed.

              


      

       

      
        	
                 
      

              	
                (c)Allocation
      of Investment Experience.  As
      of each Valuation Date, the investment fund(s) of the Trust shall be
      valued at fair market value, and the income, loss, appreciation and
      depreciation (realized and unrealized), and any paid expenses of the Trust
      attributable to such fund shall be apportioned among Participants'
      Accounts within the fund based upon the value of each Account within the
      fund as of the preceding Valuation
  Date.  

              


      

       

      
        	
                 
      

              	
                (d)Allocation
      of Contributions.  Employer
      contributions shall be allocated to the Account of each eligible
      Participant as of the last day of the period for which the contributions
      are made, or as soon as administratively possible
      thereafter.  

              


      

       

      
        	
                 
      

              	
                (e)Manner
      and Time of Debiting Distributions.  For
      any Participant who is entitled to receive a distribution from his
      Account, such distribution shall be made in accordance with the provisions
      of Section 7.1 and Section 7.2.  The amount distributed shall be
      based 

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      upon the
fair market value of the Participant's vested Account as of the Valuation Date
preceding the distribution.

       

       

      
        	
                 
      

              	
                5.2PARTICIPANTS
      OMITTED IN ERROR.  In the event a Participant is not
      allocated a share of the Employer contribution and/or forfeitures as a
      result of an administrative error in any Plan Year, the Employer may elect
      to either (a) make an additional contribution on behalf of such
      omitted Participant in an appropriate amount, or (b) deduct the
      appropriate amount from the forfeitures
  account.

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      ARTICLE
SIX--VESTING AND RETIREMENT BENEFITS

       

       

      
        	
                 
      

              	
                6.1VESTING.  A
      Participant shall at all times have a nonforfeitable (vested) right to his
      Account derived from elective deferrals (within the meaning of Section
      4.1), Employer Fail-Safe Contributions, "Qualified Matching Contributions"
      (within the meaning of Section 10.2 below), and rollovers or transfers
      from other plans, as adjusted for investment experience (including any
      corresponding contributions, and earnings theron, transferred from the
      Datascope Corp. 401(k) Savings and Supplemental Retirement Plan as of June
      20, 2008) and any matching contributions transferred from the Datascope
      Corp. 401(k) Savings and Supplemental Retirement Plan as of June 20,
      2008.  Except as otherwise provided with respect to Normal
      Retirement, Disability, or death, a Participant shall have a
      nonforfeitable (vested) right to a percentage of the value of his Account
      derived from Employer matching contributions under Section 4.2 as
      follows:

              


      

       

      Years
of Service Vested
Percentage

       

      Less than 2 years0%

      2 years but less than
325%

      3 years but less than
450%

      4 years but less than
575%

      5 years and
thereafter100%

       

       

      
        	
                 
      

              	
                6.2FORFEITURE
      OF NONVESTED BALANCE.  The nonvested portion of a
      Participant's Account, as determined in accordance with Section 6.1, shall
      be forfeited as of the earlier of (i) as soon as administratively
      practical following the date on which the Participant receives
      distribution of his vested Account or (ii) as soon as administratively
      practical after the last day of the Plan Year in which the Participant
      incurs five (5) consecutive one (1)-year Breaks in Service.  The
      amount forfeited shall be used to pay Plan administrative expenses and/or
      used to reduce Employer contributions, or to restore previously forfeited
      amounts under this Section
6.2.

              


      

       

      
        	
                 
      

              	
                If
      the Participant returns to the employment of the Employer prior to
      incurring five (5) consecutive one (1)-year Breaks in Service, and prior
      to receiving distribution of his vested Account, the nonvested portion
      shall be restored.  However, if the nonvested portion of the
      Participant's Account was forfeited as the result of the Participant
      receiving distribution of his vested Account balance (including a "deemed"
      distribution under Section 7.2), the nonvested portion shall be restored
      if:

              


      

       

      
        	
                 
      

              	
                (a)the
      Participant resumes employment prior to incurring five (5) consecutive one
      (1)-year Breaks in Service; and

              


      

       

      
        	
                 
      

              	
                (b)the
      Participant repays to the Plan, as of the earlier of (i) the date which is
      five (5) years after his reemployment date or (ii) the date which is the
      last day of the period in which the Participant incurs five (5)
      consecutive one (1)-year Breaks in Service, an amount equal to the total
      distribution derived from Employer contributions under Section 4.2 and, if
      applicable, Section 13.3.

              


      

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Upon repayment, the
Employer-derived benefit required to be restored by this Section shall not be
less than in the account balance of the Employee, both the amount distributed
and the amount forfeited, unadjusted by any subsequent gains or
losses.  The amount required to be restored shall be made by a special
Employer contribution or from the next succeeding Employer contribution and
forfeitures, as appropriate.

       

       

      
        	
                 
      

              	
                Any
      Years of Service for which a Participant received a cash-out shall be
      recognized for purposes of vesting and eligibility under the
      Plan.

              


      

       

       

      
        	
                 
      

              	
                6.3DISTRIBUTION
      OF LESS THAN ENTIRE VESTED ACCOUNT BALANCE.  If a
      distribution (including a withdrawal) of any portion of a Participant’s
      Account is made to the Participant at a time when he has a vested
      percentage in such Account equal to less than one-hundred percent (100%),
      a separate record shall be maintained of said Account
      balance.  The Participant’s vested interest at any time in this
      separate account shall be an amount equal to the formula P(AB+D)-D,
      where P
      is the vested percentage at the relevant time, AB
      is the Account balance at the relevant time, and D
      is the amount of the distribution (or withdrawal) made to the
      Participant.

              


      

       

       

      
        	
                 
      

              	
                6.4NORMAL
      RETIREMENT.  A Participant who is in the employment of
      the Employer at his Normal Retirement Age shall have a nonforfeitable
      interest in one hundred percent (100%) of his Account, if not otherwise
      one hundred percent (100%) vested under the vesting schedule in
      Section 6.1.  A Participant who continues employment with
      the Employer after his Normal Retirement Age shall continue to participate
      under the Plan.

              


      

       

       

      
        	
                 
      

              	
                6.5DISABILITY.  If
      a Participant incurs a Disability, the Participant shall have a
      nonforfeitable interest in one hundred percent (100%) of his Account, if
      not otherwise one hundred percent (100%) vested under the vesting schedule
      in Section 6.1.  Payment of such Participant’s Account balance
      shall be made at the time and in the manner specified in Article Seven,
      following receipt by the Administrator of the Participant's distribution
      request.

              


      

       

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      ARTICLE
SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS

       

       

      
        	
                 
      

              	
                7.1MANNER
      OF PAYMENT.  The Participant's vested Account shall be
      distributed to the Participant (or to the Participant's Beneficiary in the
      event of the Participant's death) in a single lump-sum
      payment.

              


      

       

      To the
extent the Participant’s vested Account is invested in employer securities
(within the meaning of Section 407(d)(1) of the Employee Retirement Security Act
of 1974) transferred from the Datascope Corp. 401(k) Savings and Supplemental
Retirement Plan, the Participant may elect to have such portion of his Account
distributed in a single payment in the form of whole shares of stock, with any
fractional shares, and the cash and cash equivalent portions of the underlying
stock account, being distributed in cash.

       

       

      
        	
                 
      

              	
                7.2TIME
      OF COMMENCEMENT OF BENEFIT PAYMENTS.  Subject to the
      following provisions of this Section, unless the Participant elects
      otherwise, distribution of the Participant’s vested Account shall be made
      or commence no later than the sixtieth (60) day after the later of the
      close of the Plan Year in which:  (a) the Participant attains
      age sixty-five (65) (or Normal Retirement Date, if earlier), (b) occurs
      the tenth (10th)
      anniversary of the year in which the Participant commenced participation
      in the Plan, or (c) the Participant severs employment with the
      Employer.  Distribution shall not be made to a Participant
      without his consent (and spouse’s consent, if required) if his vested
      Account exceeds $5,000 and such Account is immediately distributable
      (within the meaning of Section 1.411(a)-11(c)(4) of the IRS
      Regulations).

              


      

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing, upon the Administrator’s actual knowledge of a pending
      divorce or divorce proceeding, or the issuance (or possible issuance) of a
      domestic relations order regarding a Participant’s Account, such Account
      shall be frozen to prevent the Participant from taking withdrawals, loans
      or distributions against the portion of the Account, subject to, or
      potentially subject to, the domestic relations order.  This
      freeze shall be removed promptly following the qualification of the
      domestic relations order in accordance with the Plan’s procedures or at
      such earlier time as the Administrator may reasonably
      determine.

              


      

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing, if the Participant’s vested Account does not exceed $5,000,
      the Participant’s entire vested Account shall be normally distributed to
      the Participant (or, in the event of the Participant’s death, his
      Beneficiary) in a lump-sum payment as soon as administratively practicable
      following the date the Participant retires, dies or otherwise terminates
      from employment.  However, in the event of a mandatory
      distribution to a Participant whose vested Account is greater than $1,000,
      if the Participant does not elect to have such automatic distribution paid
      directly to an eligible retirement plan specified by the Participant in a
      direct rollover or to receive the distribution directly in accordance with
      Section 7.1, then the Plan Administrator shall pay the distribution in a
      direct rollover to an individual retirement plan designated by the Plan
      Administrator.

              


      

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      A Participant who is not
vested in any portion of his Account balance attributable to Employer
contributions shall be deemed to have received distribution of such portion of
his Account as of the end of the Plan Year following the Plan Year in which he
terminates from employment.

       

       

      In no event shall
distribution of the Participant’s vested Account be made or commence later than
the April 1st following the end of the calendar year in which the Participant
attains age seventy and one-half (701⁄2), or, except for a Participant who is a
five percent (5%) owner of the Employer (within the meaning of Section
401(a)(9)(C) of the Code), if later, the April 1st following the calendar year
in which the Participant retires from employment with the Employer (the
"required beginning date").

       

       

      Notwithstanding the
provisions of Section 7.1, in the event distribution is required to be made
while the Participant is employed by the Employer, the Participant may elect to
receive the minimum amount required to be distributed pursuant to the provisions
of Section 401(a)(9) of the Code and the regulations
thereunder.

       

       

       

      
        	
                 
      

              	
                7.3FURNISHING
      INFORMATION.  Prior
      to the payment of any benefit under the Plan, each Participant or
      Beneficiary may be required to complete such administrative forms and
      furnish such proof as may be deemed necessary or appropriate by the
      Employer, Administrator, and/or
Trustee.

              


      

       

       

      
        	
                 
      

              	
                7.4MINIMUM
      DISTRIBUTION REQUIREMENTS.

              


      

       

      
        	
                 
      

              	
                (a)General
      Rules.

              


      

       

      
        	
                 
      

              	
                (1)Effective
      Date.  The
      provisions of this Article will apply for purposes of determining required
      minimum distributions.

              


      

       

      
        	
                 
      

              	
                (2)Precedence.  The
      requirements of this Article will take precedence over any inconsistent
      provisions of the Plan; provided, however, that this Article shall not
      require the Plan to provide any form of benefit, or any option, not
      otherwise provided under Section 7.1 or Section
  7.2.

              


      

       

      
        	
                 
      

              	
                (3)Requirements
      of Treasury Regulations Incorporated.  All
      distributions required under this Article will be determined and made in
      accordance with the Treasury regulations under Section 401(a)(9) of the
      Code and the minimum distribution incidental benefit requirement of
      Section 401(a)(9)(G) of the Code.

              


      

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)Time
      and Manner of
Distribution

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (B)If
      the Participant’s surviving spouse is not the Participant’s sole
      designated Beneficiary, and if distribution is to be made over the life or
      over a period certain not exceeding the life expectancy of the designated
      Beneficiary (if permitted under Section 7.1 of the Plan), distribution to
      the designated Beneficiary will begin by December 31 of the calendar year
      immediately following the calendar year in which the Participant
      died.

              


      

       

      
        	
                 
      

              	
                (C)If
      there is no designated Beneficiary as of September 30 of the year
      following the year of the Participant’s death, or if the provisions of
      subsection (A) and (B) do not otherwise apply, the Participant’s entire
      interest will be distributed by December 31 of the calendar year
      containing the fifth anniversary of the Participant’s
    death.

              


      

       

      
        	
                 
      

              	
                (D)If
      the Participant’s surviving spouse is the Participant’s sole designated
      Beneficiary and the surviving spouse dies after the Participant but before
      distributions to the surviving spouse begin, this Section 7.4(b), other
      than Section 7.4(b)(2)(A), will apply as if the surviving spouse were the
      Participant.

              


      

       

      For
purposes of Sections 7.4(b) and 7.4(d), unless Section 7.4(b)(2)(D) applies,
distributions are considered to begin on the Participant’s required beginning
date.  If Section 7.4(b)(2)(D) applies, distributions are considered
to begin on the date distributions are required to begin to the surviving spouse
under Section 7.4(b)(2)(A).  If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant’s required beginning date (or to the Participant’s
surviving spouse before the date distributions are required to begin to the
surviving spouse 


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      under
Section 7.4(b)(2)(A)), the date distributions are considered to begin is the
date distributions actually commence.

       

      
        	
                 
      

              	
                (3)Forms
      of Distribution.  Unless the Participant’s interest is
      distributed in the form of an annuity purchased from an insurance company
      or in a single sum on or before the required beginning date, as of the
      first distribution calendar year, distributions will be made in accordance
      with Sections 7.4(c) and (d).  If the Participant’s interest is
      distributed in the form of an annuity purchased from an insurance company,
      distributions thereunder will be made in accordance with the requirements
      of Section 401(a)(9) of the Code and the Treasury
    regulations.

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (2)Lifetime
      Required Minimum Distributions Continue Through Year of Participant’s
      Death.  Required minimum distributions will be determined
      under this Section 7.4(c) beginning with the first distribution calendar
      year and up to and including the distribution calendar year that includes
      the Participant’s date of death. 

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (1)Death
      On or After Date Distributions
Begin.

              


      

       

      
        	
                 
      

              	
                (A)Participant
      Survived by Designated Beneficiary.  Subject to the
      provisions of this Article, if the Participant dies on or after the date
      distributions begin and there is a designated Beneficiary, the minimum
      

              


      


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      amount
that will be distributed for each distribution calendar year after the year of
the Participant’s death is the quotient obtained by dividing the Participant’s
vested Account balance by the longer of the remaining life expectancy of the
Participant or the remaining life expectancy of the Participant’s designated
Beneficiary, determined as follows:

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (2)Death
      Before Date Distributions
Begin.

              


      

       

      
        	
                 
      

              	
                (A)Participant
      Survived by Designated Beneficiary.  If the Participant
      dies before the date distributions begin and there is a designated
      Beneficiary, the minimum amount that will be distributed for each
      distribution calendar year after the year of the Participant’s death is
      the quotient obtained by dividing the Participant’s vested Account balance
      by the remaining life expectancy of the Participant’s designated
      Beneficiary, determined as provided in
    Section 7.4(d)(1).

              


      

       


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (C)Death
      of Surviving Spouse Before Distributions to Surviving Spouse Are Required
      to Begin.  If the Participant dies before the date
      distributions begin, the Participant’s surviving spouse is the
      Participant’s sole designated Beneficiary, and the surviving spouse dies
      before distributions are required to begin to the surviving spouse under
      Section 7.4(b)(2)(A), this Section 7.4(d) will apply as if the surviving
      spouse were the Participant.

              


      

       

      
        	
                 
      

              	
                (e)Definitions.

              


      

       

      
        	
                 
      

              	
                (1)Designated
      Beneficiary.  The individual who is designated as the
      Beneficiary under Section 7.6 of the Plan and is the designated
      Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1,
      Q&A-4, of the Treasury
regulations.

              


      

       

      
        	
                 
      

              	
                (2)Distribution
      Calendar Year.  A calendar year for which a minimum
      distribution is required.  For distributions beginning before
      the Participant’s death, the first distribution calendar year is the
      calendar year immediately preceding the calendar year which contains the
      Participant’s required beginning date.  For distributions
      beginning after the Participant’s death, the first distribution calendar
      year is the calendar year in which distributions are required to begin
      under Section 7.4(b)(2).  The required minimum distribution for
      the Participant’s first distribution calendar year will be made on or
      before the Participant’s required beginning date.  The required
      minimum distribution for other distribution calendar years, including the
      required minimum distribution for the distribution calendar year in which
      the Participant’s required beginning date occurs, will be made on or
      before December 31 of that distribution calendar
  year.

              


      

       

      
        	
                 
      

              	
                (3)Life
      Expectancy.  Life expectancy as computed by use of the
      Single Life Table in Section 1.401(a)(9)-9, Q&A-1, of the Treasury
      regulations.

              


      

       

      
        	
                 
      

              	
                (4)Participant’s
      Vested Account Balance.  The vested Account balance as of
      the last valuation date in the calendar year immediately preceding the
      distribution calendar year (valuation calendar year) increased by the
      amount of any contributions made and allocated or forfeitures allocated to
      the vested Account balance as of dates in the valuation calendar year
      after the valuation date and 

              


      


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      decreased
by distributions made in the valuation calendar year after the valuation
date.  The vested Account balance for the valuation calendar year
includes any amounts rolled over or transferred to the Plan either in the
valuation calendar year or in the distribution calendar year if distributed or
transferred in the valuation calendar year.

       

      
        	
                 
      

              	
                (5)Required
      Beginning Date.  The date specified in Section 7.2 of the
      Plan.

              


      

       

       

      
        	
                 
      

              	
                7.5AMOUNT
      OF DEATH BENEFIT

              


      

       

      
        	
                 
      

              	
                (a)Death
      Before Termination of Employment.  In
      the event of the death of a Participant while in the employ of the
      Employer, vesting in the Participant's Account shall be one hundred
      percent (100%), if not otherwise one hundred percent (100%) vested under
      Section 6.1, with the credit balance of the Participant's Account being
      payable to his Beneficiary.

              


      

       

      
        	
                 
      

              	
                (b)Death
      After Termination of Employment.  In
      the event of the death of a former Participant after termination of
      employment, but prior to the complete distribution of his vested Account
      balance under the Plan, the undistributed vested balance of the
      Participant's Account shall be paid to the Participant's
      Beneficiary.

              


      

       

       

      
        	
                 
      

              	
                7.6DESIGNATION
      OF BENEFICIARY. Each
      Participant shall designate a Beneficiary in a manner acceptable to the
      Administrator to receive payment of any death benefit payable hereunder if
      such Beneficiary should survive the Participant.  However, no
      Participant who is married shall be permitted to designate a Beneficiary
      other than his spouse unless the Participant's spouse has signed a written
      consent witnessed by a Plan representative or a notary public, which
      provides for the designation of an alternate
      Beneficiary.

              


      

       

      Subject to the above,
Beneficiary designations may include primary and contingent Beneficiaries, and
may be revoked or amended at any time in similar manner or form, and the most
recent designation shall govern.  A designation of a Beneficiary made
by a Participant shall cease to be effective upon his marriage or
remarriage.  In addition, a spousal Beneficiary designation shall
cease to be effective upon the divorce of the Participant and such
spouse.  In the absence of an effective designation of Beneficiary, or
if no designated Beneficiary is surviving as of the date of the Participant’s
death, any death benefit shall be paid to the surviving spouse of the
Participant, or, if none, to the Participant's estate.  Notification
to Participants of the death benefits under the Plan and the method of
designating a Beneficiary shall be given at the time and in the manner provided
by regulations and rulings under the Code.

       

       

      In the event a Beneficiary
survives the Participant, but dies before receipt of all payments due that
Beneficiary hereunder, any benefits remaining to be paid to the Beneficiary
shall be paid to the Beneficiary’s estate.

       

       

       


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                7.7DISTRIBUTION
      OF DEATH BENEFITS. Subject
      to the provisions of Section 7.2, the Beneficiary shall be allowed to
      designate the mode of receiving benefits in accordance with Section 7.1,
      unless the Participant had designated a method in writing and indicated
      that the method was not revocable by the
    Beneficiary.

              


      

       

      
        	
                 
      

              	
                (a)Distribution
      Beginning Before Death - If the Participant dies after distribution
      of his vested Account has commenced, any survivor’s benefit must be paid
      at least as rapidly as under the method of payment in effect at the time
      of the Participant’s death.

              


      

       

      
        	
                 
      

              	
                (b)Distribution
      Beginning After Death
      - If the Participant dies before distribution of his vested Account
      has commenced, distribution of the Participant’s vested Account shall be
      completed by December 31 of the calendar year containing the fifth
      anniversary of the Participant’s death, except as provided
      below:

              


      

       

      
        	
                 
      

              	
                (i)if
      any portion of the Participant’s vested Account is payable to a designated
      Beneficiary, and if distribution is to be made over the life or over a
      period certain not greater than the life expectancy of the designated
      Beneficiary (if permitted under Section 7.1 above) such payments shall
      commence on or before December 31 of the calendar year immediately
      following the calendar year in which the Participant
  died;

              


      

       

      
        	
                 
      

              	
                (ii)if
      the designated Beneficiary is the Participant’s surviving spouse, the date
      distribution is required to begin shall not be earlier than the later of
      (A) December 31 of the calendar year immediately following the calendar
      year in which the Participant died and (B) December 31 of the calendar
      year in which the Participant would have attained age seventy and one-half
      (701⁄2).

              


      

       

      
        	
                 
      

              	
                For
      purposes of this paragraph (b), if the surviving spouse dies after the
      Participant, but before payments to such spouse begin, the provisions of
      this paragraph, with the exception of paragraph (ii) herein, shall be
      applied as if the surviving spouse were the
  Participant.

              


      

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing, if the Participant has no designated Beneficiary (within
      the meaning of Section 401(a)(9) of the Code and the regulations
      thereunder), distribution of the Participant’s vested Account must be
      completed by December 31 of the calendar year containing the fifth
      anniversary of the Participant’s
death.

              


      

       

       

      
        	
                 
      

              	
                7.8ELIGIBLE
      ROLLOVER DISTRIBUTIONS. Notwithstanding
      the foregoing provisions of this Article Seven, the provisions of this
      Section 7.8 shall apply to distributions made under the
      Plan.

              


      

       


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)A
      "distributee" (as hereinafter defined) may elect, at the time and in the
      manner prescribed by the Administrator, to have any portion of an
      "eligible rollover distribution" (as hereinafter defined) paid directly to
      an eligible retirement plan specified by the distributee in a direct
      rollover.

              


      

       

      
        	
                 
      

              	
                (b)Definitions:

              


      

       

      
        	
                 
      

              	
                (i)Eligible
      Rollover Distribution.  An eligible rollover distribution
      is any distribution of all or any portion of the balance to the credit of
      the distributee, except that an eligible rollover distribution does not
      include:  any distribution that is one of a series of
      substantially equal periodic payments (not less frequently than annually)
      made for the life (or life expectancy) of the distributee or the joint
      lives (or joint life expectancies) of the distributee and the
      distributee’s designated Beneficiary, or for a specified period of ten
      (10) years or more; any distribution to the extent such distribution is
      required under Section 401(a)(9) of the Code; and any hardship
      distribution described in Section 8.2.  A portion of a
      distribution shall not fail to be an eligible rollover distribution merely
      because the portion consists of after-tax employee contributions which are
      not includible in gross income.  However, such portion may be
      transferred only to an individual retirement account or annuity described
      in Section 408(a) or (b) of the Code (or described in Section 408A of the
      Code for “designated Roth contributions” (within the meaning of Section
      402A of the Code)), or to a qualified defined contribution plan described
      in Section 401(a) or 403(a) of the Code that agrees to separately account
      for amounts so transferred, including separately accounting for the
      portion of such distribution which is includible in gross income and the
      portion of such distribution which is not so includible and, if
      applicable, as required under Section 402A of the
  Code.

              


      

       

      
        	
                 
      

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

              


      

       


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (c)If
      a distribution is one to which Sections 401(a)(11) and 417 of the Code do
      not apply, such distribution may commence less than thirty (30) days after
      the notice required under Section 1.411(a)-11(c) of the Income Tax
      Regulations is given, provided
that:

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                (ii)  

              	
                the
      Participant, after receiving the notice, affirmatively elects a
      distribution.

              


      

       

      
        	
                 
      

              	
                (d)To
      the extent permitted by law, a Participant’s nonspouse Beneficiary may
      elect to rollover a death benefit payable on his behalf under the
      Plan.

              


      

       


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      ARTICLE
EIGHT--LOANS AND IN-SERVICE WITHDRAWALS

       

       

      
        	
                 
      

              	
                8.1LOANS

              


      

       

      
        	
                 
      

              	
                (a)Permissible
      Amount and Procedures.  Upon
      the application of a Participant, the Administrator may, in accordance
      with a uniform and nondiscriminatory policy, direct the Trustee to grant a
      loan to the Participant, which loan shall be secured by the Participant's
      vested Account balance.  The Participant's signature shall be
      required on a promissory note.  The rate of interest on any such
      loan shall be equal to the "Prime Rate" (as reported in the
      Wall Street Journal on the date the loan is initiated) plus one
      percent 1%.  Participant loans shall be treated as segregated
      investments, and interest repayments shall be credited only to the
      Participant's Account.

              


      

       

      
        	
                 
      

              	
                (b)Limitation
      on Amount of Loans.  A
      Participant's loan shall not exceed the lesser
  of:

              


      

       

      
        	
                 
      

              	
                (1)$50,000,
      which amount shall be reduced by the highest outstanding loan balance
      during the preceding twelve (12)-month period;
  or

              


      

       

      
        	
                 
      

              	
                (2)one-half
      (1⁄2) of the vested value of the Participant's Account, determined as of the
      Valuation Date preceding the date of the Participant's
    loan.

              


      

       

      Any loan must be repaid
within five (5) years (or such longer period permitted by law), unless made for
the purpose of acquiring the primary residence of the Participant, in which case
such loan may be repaid over a longer period of time not to exceed fifteen (15)
years.  The repayment of any loan must be made in at least quarterly
installments of principal and interest; provided, however, that this requirement
shall not apply for a period, not longer than one year, or such longer period as
may apply under Section 414(u) of the Code, that a Participant is on a leave of
absence ("Leave"), either without pay from the Employer or at a rate of pay
(after income and employment tax withholding) that is less than the amount of
the installment payments required under the terms of the
loan.  However, the loan must be repaid by the latest date permitted
under Sections 72(p)(2)(B) and 414(u) of the Code and the installments due after
the Leave ends (or, unless Section 414(u) of the Code applies, if earlier, upon
the expiration of the first year of the Leave) must not be less than those
required under the terms of the original loan.

       

       

      
        	
                 
      

              	
                If
      a Participant defaults on any outstanding loan, the unpaid balance, and
      any interest due thereon, shall become due and payable in accordance with
      the terms of the underlying promissory note; provided, however, that such
      foreclosure on the promissory note and attachment of security shall not
      occur until a distributable event occurs in accordance with the provisions
      of Article Seven.

              


      

       

      If a Participant
terminates employment while any loan balance is outstanding, the unpaid balance,
and any interest due thereon, shall become due and payable in accordance with
the terms of the underlying promissory note.  If such amount is not
paid to the Plan, it shall be charged against the amounts that are otherwise
payable to the Participant or the Participant's Beneficiary under the provisions
of the Plan.

       

       


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      In the case of a
Participant who has loans outstanding from other plans of the Employer (or a
member of the Employer's related group (within the meaning of Section 2.5(b)),
the Administrator shall be responsible for reporting to the Trustee the
existence of said loans in order to aggregate all such loans within the limits
of Section 72(p) of the Code.

       

       

       

      
        	
                 
      

              	
                8.2HARDSHIP
      DISTRIBUTIONS.  In the case of a financial hardship
      resulting from a proven immediate and heavy financial need, a Participant
      may receive a distribution not to exceed the lesser of (i) the value of
      the Participant's Account attributable to his elective deferrals (within
      the meaning of Section 4.1), without regard to earnings thereon, any
      rollover contributions, including earnings thereon, (and any elective
      deferrals, excluding earnings thereon, and rollover contributions,
      including earnings thereon, transferred from the Datascope Corp. 401(k)
      Savings and Supplemental Retirement Plan as of June 20, 2008) or (ii) the
      amount necessary to satisfy the financial hardship.  The amount
      of any such immediate and heavy financial need may include any amounts
      necessary to pay Federal, state or local income taxes reasonably
      anticipated to result from the distribution.  Such distribution
      shall be made in accordance with nondiscriminatory and objective standards
      consistently applied by the
    Administrator.  

              


      

       

      Hardship distributions
under this Section shall be deemed to be the result of an immediate and heavy
financial need if such distribution is to: (a) pay expenses for (or to obtain)
medical care that would be deductible under Section 213(d) of the Code
determined without regard to whether the expenses exceed seven and one-half
percent (7.5%) of adjusted gross income; (b) purchase the principal residence of
the Participant (excluding mortgage payments); (c) pay tuition and related
educational fees for the next twelve (12) months of post-secondary education for
the Participant, Participant's spouse, or any of the Participant's dependents
(as defined in Section 152 of the Code, and without regard to Section 152(b)(1),
(b)(2) and (d)(1)(B) of the Code); (d) prevent the eviction of the Participant
from his principal residence or foreclosure on the Participant's principal
residence; (e) pay funeral or burial expenses for the Participant’s deceased
parent, spouse, children or dependents (as defined in Section 152 of the Code,
and without regard to Section 152(d)(1)(B) of the Code); or (f) repair damage to
the Participant’s principal residence that would qualify for a casualty loss
deduction under Section 165 of the Code (determined without regard to whether
the loss exceeds ten percent (10%) of adjusted gross
income).  Distributions paid pursuant to this Section shall be deemed
to be made as of the Valuation Date immediately preceding the hardship
distribution, and the Participant's Account shall be reduced
accordingly.

       

       

      
        	
                 
      

              	
                A
      distribution shall not be treated as necessary to satisfy an immediate and
      heavy financial need of a Participant to the extent the amount of the
      distribution is in excess of the amount required to relieve the financial
      need or to the extent the need may be satisfied from other resources that
      are reasonably available to the Participant.  This determination
      shall generally be made on the basis of all relevant facts and
      circumstances.  For purposes of this paragraph, the
      Participant’s resources shall be deemed to include those assets of the
      Participant’s spouse and minor children that are reasonably available to
      the Participant.  A distribution generally shall be treated as
      necessary to satisfy a financial need if the Administrator relies upon the
      Participant’s written 

              


      


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      representation,
unless the Administrator has actual knowledge to the contrary, that the need
cannot reasonably be relieved: 

       

      
        	
                 
      

              	
                (1)Through
      reimbursement or compensation by insurance or
  otherwise;

              


      

       

      
        	
                 
      

              	
                (2)By
      liquidation of the Participant’s
assets;

              


      

       

      
        	
                 
      

              	
                (3)By
      cessation of elective deferrals (within the meaning of Section 4.1);
      or

              


      

       

      
        	
                 
      

              	
                (4)By
      other distributions or nontaxable (at the time of the loan) loans from
      plans maintained by the Employer or by any other employer, or by borrowing
      from commercial sources on reasonable commercial terms, in an amount
      sufficient to satisfy the need. 

              


      

       

      For purposes of the
foregoing paragraph, a need cannot reasonably be relieved by one of the actions
listed above if the effect would be to increase the amount of the
need.  In making such determination, the Administrator may rely upon
the Participant’s written representation to such effect, unless the
Administrator has actual knowledge to the contrary.

       

       

       

      
        	
                 
      

              	
                8.3WITHDRAWALS
      AFTER AGE 591⁄2.  After attaining age fifty-nine and
      one-half (591⁄2), a Participant, by giving notice to the Administrator,
      may withdraw from the Plan a sum (a) not in excess of the credit
      balance of his vested Account and (b) not less than such minimum
      amount as the Administrator may establish from time to time to facilitate
      administration of the Plan.  Any such withdrawals shall be made
      in accordance with nondiscriminatory and objective standards consistently
      applied by the Administrator.


              


      

       

       

      
        	
                 
      

              	
                8.4WITHDRAWALS
      OF ROLLOVER CONTRIBUTIONS.  A Participant, by giving
      notice to the Administrator, may withdraw from the Plan a sum (a) not
      in excess of the credit balance of the Participant’s Account attributable
      to any rollover contributions made to the Plan, and/or transferred from
      the Datascope Corp. 401(k) Savings and Supplemental Retirement Plan as of
      July 1, 2008, including earnings thereon, and (b) not less than such
      minimum amount as the Administrator may establish from time to time to
      facilitate administration of the Plan.  Any such withdrawals
      shall be made in accordance with nondiscriminatory and objective standards
      consistently applied by the
    Administrator.  

              


      


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      ARTICLE
NINE --ADMINISTRATION OF THE PLAN

       

       

      
        	
                 
      

              	
                9.1PLAN
      ADMINISTRATION.  The Employer shall be the Plan
      Administrator, hereinbefore and hereinafter called the Administrator, and
      a "named fiduciary" (for purposes of Section 402(a)(1) of the Employee
      Retirement Income Security Act of 1974, as amended from time to time
      ("ERISA")) of the Plan, unless the Employer, by action of its board of
      directors, shall designate a person or committee of persons to be the
      Administrator.  The Employer, by action of its board or
      directors, may also designate a person, a committee of persons, and/or
      other entity as a named fiduciary or named fiduciaries.  The
      administration of the Plan, as provided herein, including a determination
      of the payment of benefits to Participants and their Beneficiaries, shall
      be the responsibility of the Administrator; provided, however, that the
      Administrator may delegate any of its powers, authority, duties or
      responsibilities to any person or committee of persons, such delegation to
      be in accordance with ERISA Section 405.  The Administrator
      shall have full discretion to interpret the terms of the Plan, to
      determine factual questions that arise in the course of administering the
      Plan, to adopt rules and regulations regarding the administration of the
      Plan, to determine the conditions under which benefits become payable
      under the Plan, and to make any other determinations that the
      Administrator believes are necessary and advisable for the administration
      of the Plan.  Any determination made by the Administrator shall
      be final and binding on all parties, and shall be given the maximum
      deference allowed by law.

              


      

       

      In the event more than one
party shall act as Administrator, all actions shall be made by majority
decisions.  In the administration of the Plan, the Administrator may
(a) employ agents to carry out nonfiduciary responsibilities (other than
Trustee responsibilities), (b) consult with counsel, who may be counsel to
the Employer, and (c) provide for the allocation of fiduciary
responsibilities (other than Trustee responsibilities) among its
members.  Actions dealing with fiduciary responsibilities shall be
taken in writing and the performance of agents, counsel and fiduciaries to whom
fiduciary responsibilities have been delegated shall be reviewed
periodically.

       

       

      The expenses of
administering the Plan and the compensation of all employees, agents, or counsel
of the Administrator, including accounting fees, recordkeeper's fees, and the
fees of any benefit consulting firm, shall be paid by the Plan, or shall be paid
by the Employer if, and to the extent, the Employer so elects.  To the
extent required by applicable law, compensation may not be paid by the Plan to
full-time Employees of the Employer.

       

       

      In the event the Employer
pays the expenses of administering the Plan, the Employer may seek reimbursement
from the Plan for the payment of such expenses.  Reimbursement shall
be permitted only for Plan expenses paid by the Employer within the last twelve
(12)-month period.

       

       

      The Administrator shall
obtain from the Trustee, not less often than annually, a report with respect to
the value of the assets held in the Trust Fund, in such form as may be required
by the Administrator.

       

       

      The Administrator shall
administer the Plan and adopt such rules and regulations as, in the opinion of
the Administrator, are necessary or advisable to implement and administer the
Plan and to transact its business.

       

       

       


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                9.2CLAIMS
      PROCEDURE

              


      

       

      The
provisions of paragraph (a) below shall apply to all benefit claims under the
Plan, except as provided in paragraph (b) below.

       

      
        	
                 
      

              	
                (a)Pursuant
      to procedures established by the Administrator, claims for benefits under
      the Plan made by a Participant or Beneficiary (the "claimant") must be
      submitted in writing to the Administrator.  Approved claims
      shall be processed and instructions issued to the Trustee or custodian
      authorizing payment as claimed.

              


      

       

      If a
claim is denied in whole or in part, the Administrator shall notify the claimant
within ninety (90) days after receipt of the claim (or within one hundred eighty
(180) days, if special circumstances require an extension of time for processing
the claim, and provided written notice indicating the special circumstances and
the date by which a final decision is expected to be rendered is given to the
claimant within the initial ninety (90) day period).

       

      The
notice of the denial of the claim shall be written in a manner calculated to be
understood by the claimant and shall set forth the following:

       

      
        	
                 
      

              	
                (i)the
      specific reason or reasons for the denial of the
  claim;

              


      

       

      
        	
                 
      

              	
                (ii)the
      specific references to the pertinent Plan provisions on which the denial
      is based;

              


      

       

      
        	
                 
      

              	
                (iii)a
      description of any additional material or information necessary to perfect
      the claim, and an explanation of why such material or information is
      necessary;

              


      

       

      
        	
                 
      

              	
                (iv)a
      statement that any appeal of the denial must be made by giving to the
      Administrator, within sixty (60) days after receipt of the denial of the
      claim, written notice of such appeal, such notice to include a full
      description of the pertinent issues and basis of the claim;
      and

              


      

       

      
        	
                 
      

              	
                (v)a
      statement about the claimant’s right to bring civil action under Section
      502(a) under ERISA if the claim is denied on
  review.

              


      

       

      Upon
denial of a claim in whole or part, the claimant (or his duly authorized
representative) shall have the right to submit a written request to the
Administrator for a full and fair review of the denied claim, to be permitted to
review documents (free of charge) pertinent to the denial, and to submit issues
and comments in writing.  Any appeal of the denial must be given to
the Administrator within the period of time prescribed under (a)(iv)
above.  If the claimant (or his duly authorized representative) fails
to appeal the denial to the Administrator within the prescribed time, the
Administrator’s adverse determination shall be final, binding and
conclusive.

       


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      The
Administrator may hold a hearing or otherwise ascertain such facts as it deems
necessary and shall render a decision which shall be binding upon both
parties.  The Administrator shall advise the claimant of the results
of the review within sixty (60) days after receipt of the written request for
the review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible but
not later than one hundred twenty (120) days after receipt of the request for
review.  If such extension of time is required, written notice of the
extension shall be furnished to the claimant prior to the commencement of the
extension.  The decision of the review shall be written in a manner
calculated to be understood by the claimant and shall include specific reasons
for the decision, specific references to the pertinent Plan provisions on which
the decision is based, the claimant’s right to receive free of charge upon
written request, reasonable access to and copies of, all Plan documents,
records, and other information relevant to the claim, and a statement about the
claimant’s right to bring a civil action under Section 502(a) of
ERISA.  The decision of the Administrator shall be final, binding and
conclusive.

       

      
        	
                 
      

              	
                (b)The
      provisions of this subsection (b) shall apply to a claim involving a
      determination by the Administrator of a Participant’s
      Disability.

              


      

       

      Such a
claim for Disability benefits must be submitted in writing to the Director of
Human Resources.  Approved claims shall be processed and instructions
issued to the Trustee or custodian authorizing payment as claimed.

       

      If such a
claim is denied in whole or in part, the Director of Human Resources shall
notify the claimant within forty-five (45) days after receipt of the claim (or
within seventy-five (75) days, if special circumstances require an extension of
time for processing the claim, and provided written notice indicating the
special circumstances and the date by which a final decision is expected to be
rendered is given to the claimant within the initial forty-five (45) day
period).

       

      If, prior
to the end of the seventy five (75) day extended period, the Director of Human
Resources determines that a decision cannot be rendered within the initial
extension period due to special circumstances, the period for making a
determination may be extended for up to an additional thirty (30) days, provided
written notice indicating the special circumstances and the date by which a
final decision is expected to be rendered is given to the claimant within the
originally extended seventy-five (75) day period.

       

      The
notice of the denial of the claim shall be written in a manner calculated to be
understood by the claimant and shall set forth the following:

       

      
        	
                 
      

              	
                (i)the
      specific reason or reasons for the denial of the
  claim;

              


      

       

      
        	
                 
      

              	
                (ii)the
      specific references to the pertinent Plan provisions on which the denial
      is based;

              


      

       


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)a
      description of any additional materials or information necessary to
      perfect the claim, and an explanation of why such material or information
      is necessary;

              


      

       

      
        	
                 
      

              	
                (iv)a
      statement that any appeal of the denial must be made by giving to the
      Administrator, within one hundred eighty (180) days after receipt of the
      denial of the claim, written notice of such appeal, such notice to include
      a full description of the pertinent issues and basis of the
      claim;

              


      

       

      
        	
                 
      

              	
                (v)a
      statement about the claimant’s right to bring a civil action under Section
      502(a) of ERISA if the claim is denied on review;
  and

              


      

       

      
        	
                 
      

              	
                (vi)to
      the extent that an internal rule, guideline, protocol, or other similar
      criterion was relied upon in the denial, the notification shall set forth
      the specific rule, guideline, protocol, or criterion or indicate that such
      was relied upon and that a copy will be provided free of charge to the
      claimant upon request.

              


      

       

      Upon
denial of a claim in whole or in part, the claimant (or his duly authorized
representative) shall have the right to submit a written request to the
Administrator for a full and fair review of the denied claim, to be permitted to
review documents (free cof charge) pertinent to the denial, and to submit issues
and comments in writing.  Any appeal of the denial must be given to
the Administrator within the period of time prescribed under (b)(iv)
above.  If the claimant (or his duly authorized representative) fails
to appeal the denial to the Administrator within the prescribed time, the
Director of Human Resource’s initial adverse determination shall be final,
binding and conclusive.

       

      The
Administrator shall consider the full record of the claimant’s appeal without
deference to the initial determination and, if the determination is based in
whole or in part on a medical judgment, shall consult with a health care
professional experienced in the field of medicine involved in the medical
judgment.  The health care professional consulted on the appeal shall
be an individual who was not consulted in connection with the initial denied
claim (nor a subordinate of any individual consulted in connection with the
initial denied claim) and whose identity shall be disclosed to the claimant upon
written request of the claimant, regardless of whether the health care
professional’s advice was relied upon in making the subsequent claim
determination.

       

      The
Administrator shall render a decision that shall be binding upon both
parties.  The Administrator shall advise the claimant of the results
of their review within forty-five (45) days after receipt of the written request
for the review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible but
not later than ninety (90) days after receipt of the request for
review.  If such extension of time is required, written notice of the
extension shall be furnished to the claimant prior to the commencement of the
extension. The decision of the review shall be written in a manner calculated to
be understood by the claimant and shall set forth the following:

       

      
        	
                 
      

              	
                (A)the
      specific reason or reasons for the denial of the
  claim;

              


      

       


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (B)the
      specific references to the pertinent Plan provisions on which the denial
      is based;

              


      

       

      
        	
                 
      

              	
                (C)the
      claimant’s right to receive free of charge, upon written request,
      reasonable access to and copies of, all Plan documents, records, and other
      information relevant to the claim;

              


      

       

      
        	
                 
      

              	
                (D)a
      statement about the claimant’s right to bring a civil action under Section
      502(a) of ERISA; and 

              


      

       

      
        	
                 
      

              	
                (E)to
      the extent that an internal rule, guideline, protocol, or other similar
      criterion was relied upon in the denial, the notification shall set forth
      the specific rule, guideline, protocol, or criterion or indicate that such
      was relied upon and that a copy will be provided free of charge to the
      claimant upon request.

              


      

       

      The
decision of the Administrator shall be final, binding and
conclusive.

       

       

      
        	
                 
      

              	
                9.3TRUST
      AGREEMENT.  The Trust Agreement entered into by and
      between the Employer and the Trustee, including any supplements or
      amendments thereto, or any successor Trust Agreement, is incorporated by
      reference herein.

              


      

       


      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      ARTICLE
TEN--SPECIAL COMPLIANCE PROVISIONS

       

       

      
        	
                 
      

              	
                10.1DISTRIBUTION
      OF EXCESS ELECTIVE DEFERRALS.  Notwithstanding any other
      provision of the Plan, "Excess Elective Deferrals" (as defined below) (and
      income or loss allocable thereto, including all earnings, expenses and
      appreciation or depreciation in value, whether or not realized) shall be
      distributed no later than each April 15 to Participants who claim Excess
      Elective Deferrals for the preceding calendar year.
  

              


      

       

      "Excess Elective
Deferrals" shall mean the amount of Elective Deferrals (as defined below) for a
calendar year that the Participant designates to the Plan pursuant to the
following procedure.  The Participant’s designation:  shall
be submitted to the Administrator in writing no later than March 1; shall
specify the Participant’s Excess Elective Deferrals for the preceding calendar
year; and shall be accompanied by the Participant’s written statement that if
the Excess Elective Deferrals is not distributed, it will, when added to amounts
deferred under other plans or arrangements described in Section 401(k), 408(k)
or 403(b) of the Code, exceed the limit imposed on the Participant by Section
402(g) of the Code for the year in which the deferral
occurred.  Excess Elective Deferrals shall mean those Elective
Deferrals that are includible in a Participant's gross income under Section
402(g) of the Code to the extent such Participant's Elective Deferrals for a
taxable year exceed the dollar limitation under such Code
section.

       

       

      An Excess Elective
Deferral, and the income or loss allocable thereto, may be distributed before
the end of the calendar year in which the Elective Deferrals were
made.  A Participant who has an Excess Elective Deferral for a taxable
year, taking into account only his Elective Deferrals under the Plan or any
other plans of the Employer (including any member of the Employer’s related
group (within the meaning of Section 2.5(b)), shall be deemed to have designated
the entire amount of such Excess Elective Deferral.

       

       

      Excess Elective Deferrals
shall be adjusted for any income or loss up to the date of
distribution.  For purposes of this Section 10.1, whenever reference
is made to the income or loss allocable to an Excess Elective Deferral, such
income or loss shall be determined as follows.  The income or loss
allocable to Excess Elective Deferrals allocated to each Participant is the sum
of: (i) income or loss allocable to the Participant's deferred amounts for the
Plan Year multiplied by a fraction, the numerator of which is the Excess
Elective Deferrals made on behalf of the Participant for the Plan Year, and the
denominator of which is the sum of the Participant's Account balances
attributable to the Participant's Elective Deferrals on the last day of the Plan
Year; and (ii) ten percent (10%) of the amount determined under (i) multiplied
by the number of whole calendar months between the end of the Plan Year and the
date of distribution, counting the month of distribution if distribution occurs
after the fifteenth (15th) of
such month.

       

       

      For purposes of this
Article Ten, "Elective Deferrals" shall mean any Employer contributions made to
the Plan at the election of the Participant, in lieu of cash compensation, and
shall include contributions made pursuant to a salary deferral reduction
agreement or other deferral mechanism.  With respect to any taxable
year, a Participant’s Elective Deferrals is the sum of 

       


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


       

      all
Employer contributions made on behalf of such Participant pursuant to an
election to defer under any qualified cash or deferred arrangement described in
Section 401(k) of the Code, any salary reduction simplified employee pension
described in Section 408(k)(6) of the Code, and SIMPLE IRA Plan described in
Section 408(p) of the Code, any eligible deferred compensation plan under
Section 457 of the Code, any plan described under Section 501(c)(18) of the
Code, and any Employer contributions made on behalf of a Participant for the
purchase of an annuity contract under Section 403(b) of the Code pursuant to a
salary reduction agreement.  Elective Deferrals shall not include any
deferrals properly distributed as excess annual additions.

       

       

       

      
        	
                 
      

              	
                10.2LIMITATIONS
      ON 401(k) CONTRIBUTIONS

              


      

       

      
        	
                 
      

              	
                (a)Actual
      Deferral Percentage Test ("ADP Test").  Amounts
      contributed as elective deferrals under Section 4.1(a) and, if so elected
      by the Employer, "Qualified Matching Contributions" (as defined below) and
      any Fail-Safe Contributions made under this Section, are considered to be
      amounts deferred pursuant to Section 401(k) of the Code.  For
      purposes of this Section, these amounts are referred to as the "deferred
      amounts."  For purposes of the "actual deferral percentage test"
      described below, (i) such deferred amounts must be made before the last
      day of the twelve (12)-month period immediately following the Plan Year to
      which the contributions relate, and (ii) the deferred amounts relate to
      Compensation that either (A) would have been received by the Participant
      in the Plan Year but for the Participant’s election to make deferrals, or
      (B) is attributable to services performed by the Participant in the Plan
      Year and, but for the Participant’s election to make deferrals, would have
      been received by the Participant within two and one-half (21⁄2) months after
      the close of the Plan Year.  The Employer shall maintain records
      sufficient to demonstrate satisfaction of the actual deferral percentage
      test and the deferred amounts used in such
test.

              


      

       

      
        	
                 
      

              	
                For
      purposes of this Section, "Qualified Matching Contributions" shall mean
      matching contributions which are subject to the distribution and
      nonforfeitability requirements under Section 401(k) of the Code and
      satisfy Section 1.401(k)-2(a)(6) of the IRS Treasury
      regulations.

              


      

       

      
        	
                 
      

              	
                As
      of the last day of each Plan Year, the deferred amounts for the
      Participants who are Highly-Compensated Employees for the Plan Year shall
      satisfy either of the following
tests:

              


      

       

      
        	
                 
      

              	
                (1)The
      actual deferral percentage for the eligible Participants who are
      Highly-Compensated Employees for the Plan Year shall not exceed the actual
      deferral percentage for eligible Participants who are
      Nonhighly-Compensated Employees for the Plan Year multiplied by 1.25;
      or

              


      

       

      
        	
                 
      

              	
                (2)The
      actual deferral percentage for eligible Participants who are
      Highly-Compensated Employees for the Plan Year shall not exceed the actual
      deferral percentage of eligible Participants who are Nonhighly-Compensated
      

              


      


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


       

      Employees
for the Plan Year multiplied by two (2), provided that the actual deferral
percentage for eligible Participants who are Highly-Compensated Employees for
the Plan Year does not exceed the actual deferral percentage for eligible
Participants who are Nonhighly-Compensated Employees by more than two (2)
percentage points.

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing, if elected by the Employer by Plan amendment, the foregoing
      percentage tests shall be applied based on the actual deferral percentage
      of the Nonhighly-Compensated Employees for the prior Plan Year; provided,
      however, the change in testing methods complies with the requirements set
      forth in the Final 401(k) and 401(m) Regulations and any other superseding
      guidance.  

              


      

       

      
        	
                 
      

              	
                In
      the event the Plan changes from the current year testing method to the
      prior year testing method, then, for purposes of the first testing year
      for which the change is effective, the actual deferral percentage for
      Nonhighly-Compensated Employees for the prior year shall be determined by
      taking into account only (a) elective deferrals (within the meaning of
      Section 4.1) for those Nonhighly-Compensated Employees that were taken
      into account for purposes of the actual deferral percentage test (and not
      the actual contribution percentage test) under the current year testing
      method for the prior year and (b) any Fail-Safe Contributions and
      Qualified Matching Contributions that were allocated to the Accounts of
      those Nonhighly-Compensated Employees for the prior year but were not used
      to satisfy the actual average deferral percentage test or the average
      contribution percentage test under the current year testing method for the
      prior year.

              


      

       

      
        	
                 
      

              	
                For
      purposes of the above tests, the "actual deferral percentage" shall mean
      for a specified group of Participants for a Plan Year, the average of the
      ratios (calculated separately for each Participant in such group) of (1)
      deferred amounts actually paid over to the Trust on behalf of such
      Participant for the Plan Year to (2) the Participant’s compensation
      (within the meaning of Section 1.6 of the Plan or Section 415(c)(3) of the
      Code) for such Plan Year.  Deferred amounts on behalf of any
      Participant shall include (1) any Elective Deferrals made pursuant to the
      Participant’s deferral election (including Excess Elective Deferrals of
      Highly Compensated Employees), but excluding (a) Excess Elective Deferrals
      of Nonhighly-Compensated Employees that arise solely from Elective
      Deferrals made under the Plan or plans of this Employer and (b) Elective
      Deferrals that are taken into account in the actual contribution
      percentage test (provided the actual deferral percentage test is satisfied
      both with and without exclusion of these Elective Deferrals); and (2)
      Qualified Matching Contributions and Fail-Safe
      Contributions.  For purposes of computing Actual Deferral
      Percentages, an Employee who would be a Participant but for failure to
      make Elective Deferrals shall be treated as a Participant on whose behalf
      no Elective Deferrals are made.

              


      

       

      
        	
                 
      

              	
                 

              


      


      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      For
purposes of this Section 10.2, the actual deferral percentage for any eligible
Participant who is a Highly-Compensated Employee for the Plan Year and who is
eligible to have Elective Deferrals allocated to his account under two (2) or
more plans or arrangements described in Code Section 401(k) that are maintained
by the Employer or any employer who is a related group member (within the
meaning of Section 2.5(b)) shall be determined as if all such deferrals were
made under a single arrangement.  In the event that this Plan
satisfies the requirements of Code Section 401(k), 401(a)(4) or 410(b) only if
aggregated with one (1) or more other plans, or if one (1) or more other plans
satisfy the requirements of such Sections of the Code only if aggregated with
this Plan, then the provisions of this Section 10.2 shall be applied by
determining the actual deferral percentage of eligible Participants as if all
such plans were a single plan.  If the Employer elects by Plan
amendment to use the prior year testing method, any adjustments to the
Nonhighly-Compensated Employee actual deferral percentage for the prior year
shall be made in accordance with the Final 401(k) and 401(m)
Regulations.  Plans may be aggregated in order to satisfy Section
401(k) of the Code only if they have the same Plan Year and use the same average
actual deferral percentage testing method.

       

      
        	
                 
      

              	
                The
      determination and treatment of deferred amounts and the actual deferral
      percentage of any Participant shall be subject to the prescribed
      requirements of the Secretary of the
Treasury.

              


      

       

      
        	
                 
      

              	
                In
      the event the actual deferral percentage test is not satisfied for a Plan
      Year, the Employer, in its discretion, may make a Fail-Safe Contribution
      for eligible Participants who are Nonhighly-Compensated Employees, to be
      allocated among their Accounts in proportion to their compensation for the
      Plan Year.  For purposes of this paragraph, “compensation” shall
      mean compensation used for the actual deferral percentage
      test.

              


      

       

      
        	
                 
      

              	
                (b)Distributions
      of Excess Contributions.

              


      

       

      
        	
                 
      

              	
                (1)In
      General.  If the actual deferral percentage test of
      Section 10.2(a) is not satisfied for a Plan Year, then the "excess
      contributions", and income allocable thereto, shall be distributed, to the
      extent required under Treasury regulations, no later than the last day of
      the Plan Year following the Plan Year for which the excess contributions
      were made.  However, if such excess contributions are
      distributed later than two and one-half (21⁄2) months following the last day
      of the Plan Year in which such excess contributions were made, a ten
      percent (10%) excise tax shall be imposed upon the Employer with respect
      to such excess contributions.

              


      

       

      
        	
                 
      

              	
                (2)Excess
      Contributions.  For purposes of this Section, "excess
      contributions" shall consist of the excess of the aggregate amount of
      deferred amounts made by or on behalf of the Highly-Compensated Employees
      for such Plan Year over the maximum amount of all such contributions
      permitted under the test under Section 10.2(a).  Excess
      contributions shall be allocated to the Highly-Compensated Employees with
      the largest amounts of contributions taken into


              


      


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      account
in calculating the actual deferral percentage test for the year in which the
excess arose, beginning with the Highly-Compensated Employee with the largest
amount of such contributions and continuing in descending order until all the
excess contributions have been allocated.  For purposes of the
preceding sentence, the "largest amount" is determined after distribution of any
excess contributions.

       

      
        	
                 
      

              	
                (3)Determination
      of Income.  Excess contributions shall be adjusted for
      any income or loss up to the date of distribution.  The income
      or loss allocable to excess contributions allocated to each Participant is
      the sum of: (i) income or loss allocable to the Participant's deferred
      amounts for the Plan Year multiplied by a fraction, the numerator of which
      is the excess contributions made on behalf of the Participant for the Plan
      Year, and the denominator of which is the sum of the Participant's Account
      balances attributable to the Participant's deferred amounts on the last
      day of the Plan Year; and (ii) ten percent (10%) of the amount determined
      under (i) multiplied by the number of whole calendar months between the
      end of the Plan Year and the date of distribution, counting the month of
      distribution if distribution occurs after the fifteenth (15th)
      of such month.

              


      

       

      
        	
                 
      

              	
                (4)Accounting
      for Excess Contributions.  Excess contributions shall be
      distributed from that portion of the Participant's Account attributable to
      such deferred amounts to the extent allowable under Treasury
      regulations.

              


      


      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                10.3NONDISCRIMINATION
      TEST FOR EMPLOYER MATCHING CONTRIBUTIONS


              


      

       

      
        	
                 
      

              	
                (a)Average
      Contribution Percentage Test ("ACP Test").  The
      provisions of this Section shall apply if Employer matching contributions
      are made in any Plan Year under Section 4.2(a) and such matching
      contributions are not used to satisfy the actual deferral percentage test
      of Section 10.2. 

              


      

       

      
        	
                 
      

              	
                Subject
      to subsection (c) below, as of the last day of each Plan Year, the average
      contribution percentage for Highly-Compensated Employees for the Plan Year
      shall satisfy either of the following
tests:

              


      

       

      
        	
                 
      

              	
                (1)The
      average contribution percentage for eligible Participants who are
      Highly-Compensated Employees for the Plan Year shall not exceed the
      average contribution percentage for eligible Participants who are
      Nonhighly-Compensated Employees for the Plan Year multiplied by 1.25;
      or

              


      

       

      
        	
                 
      

              	
                (2)The
      average contribution percentage for eligible Participants who are
      Highly-Compensated Employees for the Plan Year shall not exceed the
      average contribution percentage for eligible Participants who are
      Nonhighly-Compensated Employees for the Plan Year multiplied by two (2),
      provided that the average contribution percentage for eligible
      Participants who are Highly-Compensated Employees for the Plan Year does
      not exceed the average contribution percentage for eligible Participants
      who are Nonhighly-Compensated Employees by more than two (2) percentage
      points.

              


      

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing, if elected by the Employer by Plan amendment, the foregoing
      percentage tests shall be applied based on the average contribution
      percentage of the Nonhighly-Compensated Employees for the prior Plan Year;
      provided, however, the change in testing methods complies with the
      requirements set forth in the Final 401(k) and 401(m) Regulations and any
      other superseding guidance. 

              


      

       

      
        	
                 
      

              	
                In
      the event the Plan changes from the current year testing method to the
      prior year testing method, then, for purposes of the first testing year
      for which the change is effective, the average contribution percentage for
      Nonhighly-Compensated Employees for the prior year shall be determined by
      taking into account only matching contributions for those
      Nonhighly-Compensated Employees that were taken into account for purposes
      of the average contribution percentage test (and not the average actual
      deferral percentage test) under the current year testing method for the
      prior year.

              


      

       

      
        	
                 
      

              	
                For
      purposes of the above tests, the "average contribution percentage" shall
      mean the average (expressed as a percentage) of the contribution
      percentages of the "eligible Participants" in each group.  The
      "contribution percentage" shall mean the ratio (expressed as a percentage)
      that the sum of Employer matching contributions, and elective deferrals
      under Section 4.1 (to the extent such elective deferrals are not used
      

              


      


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      to
satisfy the actual deferral percentage test of Section 10.2) under the Plan
on behalf of the eligible Participant for the Plan Year bears to the eligible
Participant's compensation (within the meaning of Section 1.6 of the Plan or
Section 415(c)(3) of the Code) for the Plan Year.  Such average
contribution percentage shall be determined without regard to matching
contributions that are used either to correct excess contributions hereunder or
because contributions to which they relate are excess deferrals under Section
10.1 or excess contributions under Section 10.2.  "Eligible
Participant" shall mean each Employee who is eligible to receive Employer
matching contributions.

       

      
        	
                 
      

              	
                For
      purposes of this Section 10.3, the contribution percentage for any
      eligible Participant who is a Highly-Compensated Employee for the Plan
      Year and who is eligible to have Employer matching contributions, elective
      deferrals and/or after-tax contributions allocated to his account under
      two (2) or more plans described in Section 401(a) of the Code or under
      arrangements described in Section 401(k) of the Code that are maintained
      by the Employer or any member of the Employer's related group (within the
      meaning of Section 2.5(b)), shall be determined as if all such
      contributions were made under a single
plan.

              


      

       

      
        	
                 
      

              	
                In
      the event that this Plan satisfies the requirements of Section 401(m),
      401(a)(4) or 410(b) of the Code only if aggregated with one (1) or more
      other plans, or if one (1) or more other plans satisfy the requirements of
      such Sections of the Code only if aggregated with this Plan, then the
      provisions of this Section 10.3 shall be applied by determining the
      contribution percentages of eligible Participants as if all such plans
      were a single plan.  If the Employer elects by Plan amendment to
      use the prior year testing method, any adjustments to the
      Nonhighly-Compensated Employee actual contribution percentage for the
      prior year shall be made in accordance with the Final 401(k) and 401(m)
      Regulations.  Plans may be aggregated in order to satisfy
      Section 401(m) of the Code only if they have the same Plan Year and use
      the same average contribution percentage testing
  method.

              


      

       

      
        	
                 
      

              	
                The
      determination and treatment of the contribution percentage of any
      Participant shall satisfy such other requirements as may be prescribed by
      the Secretary of the Treasury.

              


      

       

      
        	
                 
      

              	
                (b)Distribution
      of Excess Employer Matching Contributions.

              


      

       

      
        	
                 
      

              	
                (1)In
      General.  If the nondiscrimination tests of Section
      10.3(a) are not satisfied for a Plan Year, then the "excess aggregate
      contributions", and any income allocable thereto, shall be forfeited, if
      otherwise forfeitable, no later than the last day of the Plan Year
      following the Plan Year for which the nondiscrimination tests are not
      satisfied, and shall be used to reduce Employer matching contributions
      under Section 4.2.  To the extent that such "excess aggregate
      contributions" are nonforfeitable, such excess contributions shall be
      distributed to the Participant on whose behalf the excess contributions
      were 

              


      


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      made no
later than the last day of the Plan Year following the Plan Year for which such
"excess aggregate contributions" were made.  However, if such excess
aggregate contributions are distributed later than two and one-half (21⁄2) months
following the last day of the Plan Year in which such excess aggregate
contributions were made, a ten percent (10%) excise tax shall be imposed upon
the Employer with respect to such excess aggregate contributions.  For
purposes of the limitations of Section 11.1(b)(1) of the Plan, excess aggregate
contributions shall be considered annual additions.

       

      
        	
                 
      

              	
                (2)Excess
      Aggregate Contributions.  For purposes of this Section,
      "excess aggregate contributions" shall consist of the excess of the amount
      of Employer matching contributions and elective deferrals under Section
      4.1 (to the extent not used to satisfy the actual deferral percentage test
      of Section 10.2) made on behalf of the Highly-Compensated Employees for
      such Plan Year over the maximum amount of all such contributions permitted
      under the nondiscrimination tests under Section 10.3(a).  Excess
      contributions shall be allocated to the Highly-Compensated Employee with
      the largest "contribution percentage amounts" (as defined below) taken
      into account in calculating the average contribution percentage test for
      the year in which the excess arose, beginning with the Highly-Compensated
      Employee with the largest contribution percentage amounts and continuing
      in descending order until all the excess aggregate contributions have been
      allocated.  For purposes of the preceding sentence, the "largest
      amount" is determined after distribution of any excess aggregate
      contributions.

              


      

       

      
        	
                 
      

              	
                For
      purposes of the preceding paragraph, "contribution percentage amounts"
      shall mean the sum of Employer matching contributions and elective
      deferrals (to the extent not used to satisfy the actual deferral
      percentage test of Section 10.2) made under the Plan on behalf of the
      Participant for the Plan Year.

              


      

       

      
        	
                 
      

              	
                (3)Determination
      of Income.  Excess aggregate contributions shall be
      adjusted for an income or loss up to the date of
      distribution.  The income or loss allocable to excess
      contributions allocated to each Participant is the sum of:  (i)
      income or loss allocable to the Employer matching contributions and such
      elective deferrals for the Plan Year multiplied by a fraction, the
      numerator of which is the excess aggregate contributions on behalf of the
      Participant for the Plan Year, and the denominator of which is the sum of
      the Participant's Account balances attributable to Employer matching
      contributions and such elective deferrals (to the extent not used to
      satisfy the average actual percentage test of Section 10.2) on the last
      day of the Plan Year; and (ii) ten percent (10%) of the amount determined
      under (i) multiplied by the number of whole calendar months between the
      end of the Plan Year and the date of distribution, counting the month of
      distribution if distribution occurs after the fifteenth (15th)
      of such month.

              


      

       


      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Notwithstanding
      the foregoing, to the extent otherwise required to comply with the
      requirements of Section 401(a)(4) of the Code and the regulations
      thereunder, vested matching contributions may be
  forfeited.

              


      

       

       


      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      ARTICLE
ELEVEN--LIMITATION ON ANNUAL ADDITIONS

       

       

      
        	
                 
      

              	
                11.1RULES
      AND DEFINITIONS

              


      

       

      
        	
                 
      

              	
                (a)Rules.  The
      following rules shall limit additions to Participants'
      Accounts:

              


      

       

      
        	
                 
      

              	
                (1)If
      the Participant does not participate, and has never participated, in
      another qualified plan maintained by the Employer, the amount of annual
      additions which may be credited to the Participant's Account for any
      limitation year shall not exceed the lesser of the "maximum permissible"
      amount (as hereafter defined) or any other limitation contained in this
      Plan.  If the Employer contribution that would otherwise be
      allocated to the Participant's Account would cause the annual additions
      for the limitation year to exceed the maximum permissible amount, the
      amount allocated shall be reduced so that the annual additions for the
      limitation year shall equal the maximum permissible
  amount.

              


      

       

      
        	
                 
      

              	
                (2)Prior
      to determining the Participant's actual compensation for the limitation
      year, the Employer may determine the maximum permissible amount for a
      Participant on the basis of a reasonable estimation of the Participant's
      compensation for the limitation year, uniformly determined for all
      Participants similarly situated.

              


      

       

      
        	
                 
      

              	
                (3)As
      soon as is administratively feasible after the end of the limitation year,
      the maximum permissible amount for the limitation year shall be determined
      on the basis of the Participant's actual compensation for the limitation
      year.

              


      

       

      
        	
                 
      

              	
                (4)If,
      as a result of the allocation of forfeitures, a reasonable error in
      estimating a Participant's annual Compensation, or a reasonable error in
      determining elective deferrals (within the meaning of Section 4.1), the
      limitations of Section 415 of the Code are exceeded, such excess amount
      shall be disposed of as follows:

              


      

       

      (A)Any
nondeductible Employee after-tax contributions (plus attributable earnings) and,
to the extent elected by the Administrator pursuant to a nondiscriminatory
procedure, elective deferrals under Section 4.1(a) (plus attributable earnings),
to the extent they would reduce the excess amount, shall be returned to the
Participant.

       

       

      (B)If
an excess amount still exists after the application of subparagraph (A), and the
Participant is covered by the Plan at the end of the limitation year, the excess
amount in the Participant's Account shall be used to reduce Employer
contributions (including any allocation of forfeitures, if applicable) for such
Participant in the next limitation year, and each succeeding limitation year if
necessary.

       

       

      (C)If
an excess amount still exists after the application of subparagraph (A), and the
Participant is not covered by the Plan at the end of the limitation


       


      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      year, the
excess amount shall be held unallocated in a suspense account and applied to
reduce future Employer contributions (including allocation of any forfeitures)
for all remaining Participants in the next limitation year, and each succeeding
limitation year if necessary.  Excess amounts may not be distributed
to Participants or former Participants.

       

       

      (D)If
a suspense account is in existence at any time during the limitation year
pursuant to this Section 11.1(a)(4), it shall not participate in the allocation
of the Trust's investment gains and losses.  In addition, all amounts
held in the suspense account shall be allocated and reallocated to Participants'
Accounts before any Employer or Employee contributions may be made for the
limitation year.

       

       

      
        	
                 
      

              	
                (5)If,
      in addition to this Plan, the Participant is covered under another defined
      contribution plan maintained by the Employer, or a welfare benefit fund,
      as defined in Code Section 419(e), maintained by the Employer, or an
      individual medical account, as defined in Code Section 415(1)(2),
      maintained by the Employer which provides an annual addition, the annual
      additions which may be credited to a Participant's account under all such
      plans for any such limitation year shall not exceed the maximum
      permissible amount.  Benefits shall be reduced under any
      discretionary defined contribution plan before they are reduced under any
      defined contribution pension plan.  If both plans are
      discretionary contribution plans, they shall first be reduced under this
      Plan.  Any excess amount attributable to this Plan shall be
      disposed of in the manner described in Section
  11.1(a)(4).

              


      

       

      
        	
                 
      

              	
                (b)Definitions.

              


      

       

      
        	
                 
      

              	
                (1)Annual
      additions:  The following amounts credited to a
      Participant's Account for the limitation year shall be treated as annual
      additions:

              


      

       

      
        	
                 
      

              	
                (A)Employer
      contributions;

              


      

       

      
        	
                 
      

              	
                (B)Elective
      deferrals (within the meaning of Section
4.1);

              


      

       

      
        	
                 
      

              	
                (C)Employee
      after-tax contributions, if any;

              


      

       

      
        	
                 
      

              	
                (D)Forfeitures,
      if any; and

              


      

       

      (E)Amounts
allocated after March 31, 1984 to an individual medical account, as defined
in Section 415(l)(2) of the Code, which is part of a pension or annuity plan
maintained by the Employer.  Also, amounts derived from contributions
paid or accrued after December 31, 1985 in taxable years ending after such
date which are attributable to post-retirement medical benefits allocated to the
separate account of a Key Employee, as defined in Section 419A(d)(3), and
amounts under a welfare benefit fund, as defined 

       


      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      in
Section 419(e), maintained by the Employer, shall be treated as annual additions
to a defined contribution plan.

       

       

      
        	
                 
      

              	
                Employer
      and employee contributions taken into account as annual additions shall
      include "excess contributions" as defined in Section 401(k)(8)(B) of the
      Code, "excess aggregate contributions" as defined in Section 401(m)(6)(B)
      of the Code, and "excess deferrals" as defined in Section 402(g) of the
      Code, regardless of whether such amounts are distributed, recharacterized
      or forfeited, unless such amounts constitute excess deferrals that were
      distributed to the Participant no later than April 15 of the taxable year
      following the taxable year of the Participant in which such deferrals were
      made.

              


      

       

      
        	
                 
      

              	
                For
      this purpose, any excess amount applied under Section 11.1(a)(4) in the
      limitation year to reduce Employer contributions shall be considered
      annual additions for such limitation
year.

              


      

       

      
        	
                 
      

              	
                (2)Compensation:  For
      purposes of determining maximum permitted benefits under this Section,
      compensation shall include all of a Participant's earned income, wages,
      salaries, and fees for professional services, and other amounts received
      for personal services actually rendered in the course of employment with
      the Employer, including, but not limited to, commissions paid to salesmen,
      compensation for services on the basis of a percentage of profits,
      commissions on insurance premiums, tips and bonuses, elective deferrals
      (as defined in Section 402(g)(3) of the Code) made by an Employee to the
      Plan and any amount contributed or deferred by an Employee on an elective
      basis and not includable in the gross income of the Employee under Section
      125 of the Code and Section 132(f) of the
      Code.   Notwithstanding the foregoing, Compensation for
      purposes of this Section shall exclude the
  following:

              


      

       

      (A)Except
as provided in the preceding paragraph of this Section 11.1(b)(2), Employer
contributions to a plan of deferred compensation which are not included in the
Employee's gross income for the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan (funded with individual
retirement accounts or annuities) to the extent such contributions are
deductible by the Employee, or any distributions from a plan of deferred
compensation;

       

       

      (B)Amounts
realized from the exercise of a nonqualified stock option, or when restricted
stock (or property) held by the Employee either becomes freely transferable or
is no longer subject to a substantial risk of forfeiture;

       

       

      (C)Amounts
realized from the sale, exchange, or other disposition of stock acquired under a
qualified stock option; 

       

       

      
        	
                (D)  

              	
                Other
      amounts which received special tax benefits, or contributions made by the
      Employer (whether or not under a salary reduction agreement)
    

              


      

       


      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      toward
the purchase of an annuity described in Section 403(b) of the Code (whether or
not the amounts are actually excludable from the gross income of theEmployee);
and

       

      
        	
                (E)  

              	
                Amounts
      in excess of the applicable Code Section 401(a)(17)
  limit

              


      

       

       

       

      Compensation
shall be measured on the basis of compensation paid in the limitation year.


       

      Any
Compensation described in this Section 11.1(b)(2) does not fail to be
Compensation merely because it is paid after the Participant’s severance from
employment with the Employer, provided the Compensation is paid by the later of
2-1/2 months after severance from employment with the Employer or the end of the
limitation year that includes the date of severance from
employment.  

       

      
        	
                 
      

              	
                (3)Defined
      contribution dollar limitation:  This shall mean $40,000,
      as adjusted under Section 415(d) of the
Code.

              


      

       

      
        	
                 
      

              	
                (4)Employer:  This
      term refers to the Employer that adopts this Plan, and all members of a
      controlled group of corporations (as defined in Section 414(b) of the
      Code, as modified by Section 415(h)), commonly-controlled trades or
      businesses (as defined in Section 414(c), as modified by Section 415(h)),
      or affiliated service groups (as defined in Section 414(m)) of which the
      Employer is a part, or any other entity required to be aggregated with the
      Employer under Code Section 414(o).

              


      

       

      
        	
                 
      

              	
                (5)Limitation
      year:  This shall mean the Plan Year, unless the Employer
      elects a different twelve (12) consecutive month period.  The
      election shall be made by the adoption of a Plan amendment by the
      Employer.  If the limitation year is amended to a different
      twelve (12) consecutive month period, the new limitation year must begin
      on a date within the limitation year in which the amendment is
      made.

              


      

       

      
        	
                 
      

              	
                (6)Maximum
      permissible amount:  Except to the extent permitted under
      Section 4.1(e) and Section 414(v) of the Code, if applicable, this shall
      mean an amount equal to the lesser of the defined contribution dollar
      limitation or one hundred percent (100%) of
      the Participant's compensation for the limitation year.  If a
      short limitation year is created because of an amendment changing the
      limitation year to a different twelve (12)-consecutive month period, the
      maximum permissible amount shall not exceed the defined contribution
      dollar limitation multiplied by the following
  fraction:

              


      

       

      
        	
                 
      

              	
                Number
      of months in the short limitation
year

              


      

      
        	
                 
      

              	
                12

              


      


      
        
           


        

        
          49

          
            

          

        

        
           


        

      


       

       

       

      ARTICLE
TWELVE--AMENDMENT AND TERMINATION

       

       

      
        	
                 
      

              	
                12.1AMENDMENT.  The
      Employer may at any time and from time to time amend the Plan by action of
      either the Board of Directors or the Benefits Committee (provided that any
      amendment by the Benefits Committee shall be subject to the approval of
      the Chief Executive Officer of the Employer) without the consent of any
      Trustee, any other Participating Affiliate, or any Participant or
      Beneficiary.  Such amendment may be adopted by resolution or by
      such other action permitted by the Employer’s charter, by-laws, or such
      other method permitted by the laws of the state of the Employer’s
      incorporation.

              


      

       

      
        	
                 
      

              	
                Notwithstanding
      the foregoing: 

              


      

       

      
        	
                 
      

              	
                (a)
      no amendment affecting the duties, powers or responsibilities of the
      Trustee may be made without the written consent of the
      Trustee;  

              


      

       

      
        	
                 
      

              	
                (b)no
      amendment shall be made to the Plan which shall make it possible (other
      than as provided in Section 14.3) for any part of the corpus or income of
      the Trust Fund (other than such part as may be required to pay taxes and
      administrative expenses) to be used for or diverted to purposes other than
      the exclusive benefit of the Participants or their
      Beneficiaries;

              


      

       

      
        	
                 
      

              	
                (c)no
      amendment may reduce or eliminate any benefit which is a protected benefit
      under Section 411(d)(6) of the Code, except as permitted by the IRS
      Treasury Regulations thereunder and other applicable law;
    and

              


      

       

      
        	
                 
      

              	
                (d)notwithstanding
      the other provisions of this Section or any other provisions of the Plan,
      any amendment or modification of the Plan may be made retroactively if
      necessary or appropriate within the remedial amendment period to conform
      to or to satisfy the conditions of any law, governmental regulation, or
      ruling, and to meet the requirements of the Employee Retirement Income
      Security Act of 1974, as it may be amended.  If any corrective
      amendment (within the meaning of Section 1.401(a)(4)-11(g) of the IRS
      Treasury Regulations) is made after the end of a Plan Year, such amendment
      shall satisfy the requirements of Section 1.401(a)(4)-11(g)(3) and (4) of
      the IRS Treasury Regulations.

              


      

       

       

      
        	
                 
      

              	
                12.2TERMINATION
      OF THE PLAN.  The Employer, by resolution of its board of
      directors, reserves the right at any time and in its sole discretion to
      discontinue payments under the Plan and to terminate the
      Plan.  In the event the Plan is terminated, or upon complete
      discontinuance of contributions under the Plan by the Employer, the rights
      of each Participant to his Account on the date of such termination or
      discontinuance of contributions, to the extent of the fair market value
      under the Trust Fund, shall become fully vested and
      nonforfeitable.  The Employer shall direct the Trustee to
      distribute the Trust Fund in accordance with the Plan's distribution
      provisions to the Participants and their Beneficiaries, each Participant
      or Beneficiary receiving a


              


      


      
        
           


        

        
          50

          
            

          

        

        
           


        

      


      portion
of the Trust Fund equal to the value of his Account as of the date of
distribution.  These distributions may be implemented by the
continuance of the Trust and the distribution of the Participants' Account shall
be made at such time and in such manner as though the Plan had not terminated,
or by any other appropriate method, including rollover into Individual
Retirement Accounts.  Upon distribution of the Trust Fund, the Trustee
shall be discharged from all obligations under the Trust and no Participant or
Beneficiary shall have any further right or claim therein.  In the
event of the partial termination of the Plan, the Accounts of all affected
Participants shall become fully vested and nonforfeitable and the provisions of
the preceding paragraph shall apply with respect to such Participants’
Accounts.

       

      
        	
                 
      

              	
                In
      the event of the termination of the Plan, any amounts to be distributed to
      Participants or Beneficiaries who cannot be located shall be handled in
      accordance with the provisions of applicable law (which may include the
      establishment of an account for such Participant or
      Beneficiary).

              


      

       

       


      
        
           


        

        
          51

          
            

          

        

        
           


        

      


      ARTICLE
THIRTEEN--TOP-HEAVY PROVISIONS

       

       

      
        	
                 
      

              	
                13.1APPLICABILITY.  The
      provisions of this Article shall become applicable only for any Plan Year
      in which the Plan is a Top-Heavy Plan (as defined in Section
      13.2(b)).  The determination of whether the Plan is a Top-Heavy
      Plan shall be made each Plan Year by the
      Administrator.  Notwithstanding the foregoing, this Article
      shall not apply in any Plan Year in which the Plan consists solely of a
      cash or deferred arrangement which meets the requirements of Section
      401(k)(12) of the Code and matching contributions with respect to which
      the requirements of Section 401(m)(11) of the Code are
      met.

              


      

       

       

      
        	
                 
      

              	
                13.2DEFINITIONS.  For
      purposes of this Article, the following definitions shall
      apply:

              


      

       

      
        	
                 
      

              	
                (a)"Key
      Employee":  "Key Employee" shall mean any Employee or
      former Employee (including any deceased Employee) who, at any time during
      the Plan Year that includes the determination date, was an officer of the
      Employer having annual compensation greater than $130,000 (as adjusted
      under Section 416(i)(1) of the Code), a five percent (5%) owner of the
      Employer, or a one percent (1%) owner of the Employer having annual
      compensation of more than $150,000.  For this purpose, annual
      compensation shall mean compensation as defined in Section 415(c)(3) of
      the Code.  The determination of who is a Key Employee (including
      the terms "5% owner" and "1% owner") shall be made in accordance with
      Section 416(i)(1) of the Code and the applicable regulations and other
      guidance of general applicability issued
  thereunder.

              


      

       

      
        	
                 
      

              	
                (b)"Top-Heavy
      Plan":

              


      

       

      
        	
                 
      

              	
                (1)The
      Plan shall constitute a "Top-Heavy Plan" if any of the following
      conditions exist:

              


      

       

      (A)The
top-heavy ratio for the Plan exceeds sixty percent (60%) and the Plan is not
part of any required aggregation group or permissive aggregation group of plans;
or

       

       

      (B)The
Plan is part of a required aggregation group of plans (but is not part of a
permissive aggregation group) and the top-heavy ratio for the group of plans
exceeds sixty percent (60%); or

       

       

      (C)The
Plan is a part of a required aggregation group of plans and part of a permissive
aggregation group and the top-heavy ratio for the permissive aggregation group
exceeds sixty percent (60%).

       

       

      
        	
                 
      

              	
                (2)If
      the Employer maintains one (1) or more defined contribution plans
      (including any simplified employee pension plan funded with individual
      retirement accounts or annuities) and the Employer maintains or has
      maintained one (1) or more defined benefit plans which have covered or
      could cover a Participant in this Plan,


              


      


      
        
           


        

        
          52

          
            

          

        

        
           


        

      


      the
top-heavy ratio is a fraction, the numerator of which is the sum of account
balances under the defined contribution plans for all Key Employees and the
actuarial equivalents of accrued benefits under the defined benefit plans for
all Key Employees, and the denominator of which is the sum of the account
balances under the defined contribution plans for all Participants and the
actuarial equivalents of accrued benefits under the defined benefit plans for
all Participants.  Both the numerator and denominator of the top-heavy
ratio shall include any distribution of an account balance or an accrued benefit
made in the one (1)-year period ending on the determination date and any
contribution due to a defined contribution pension plan but unpaid as of the
determination date.  In determining the accrued benefit of a non-Key
Employee who is participating in a plan that is part of a required aggregation
group, the method of determining such benefit shall be either (i) in
accordance with the method, if any, that uniformly applies for accrual purposes
under all plans maintained by the Employer or any member of the Employer's
related group (within the meaning of Section 2.5(b)), or (ii) if there is
no such method, as if such benefit accrued not more rapidly than the slowest
accrual rate permitted under the fractional accrual rate of Code Section
411(b)(1)(C).

       

      
        	
                 
      

              	
                (3)For
      purposes of (1) and (2) above, the value of account balances and the
      actuarial equivalents of accrued benefits shall be determined as of the
      most recent Valuation Date that falls within or ends with the twelve
      (12)-month period ending on the determination date.  The account
      balances and accrued benefits of a Participant who is not a Key Employee
      but who was a Key Employee in a prior year shall be
      disregarded.  The accrued benefits and account balances of
      Participants who have performed no service with any Employer maintaining
      the plan for the one (1)-year period ending on the determination date
      shall be disregarded.  The calculations of the top-heavy ratio,
      and the extent to which distributions, rollovers, and transfers are taken
      into account shall be made under Section 416 of the Code and regulations
      issued thereunder.  Deductible Employee contributions shall not
      be taken into account for purposes of computing the top-heavy
      ratio.  When aggregating plans, the value of account balances
      and accrued benefits shall be calculated with reference to the
      determination dates that fall within the same calendar
    year.

              


      

       

      
        	
                 
      

              	
                (4)Definition
      of terms for Top-Heavy
status:

              


      

       

      
        	
                 
      

              	
                (A)"Top-heavy
      ratio" shall mean the
following:

              


      

       

      
        	
                 
      

              	
                (1)If
      the Employer maintains one or more defined contribution plans (including
      any simplified employee pension plan funded with individual retirement
      accounts or annuities) and the Employer has never maintained any defined
      benefit plans which have covered or could cover a Participant in this
      Plan, the top-heavy ratio is a fraction, the numerator of which is the sum
      of the account balances of all Key Employees as of the determination date,
      and the 

              


      


      
        
           


        

        
          53

          
            

          

        

        
           


        

      


      denominator
of which is the sum of the account balances of all Participants as of the
determination date.  Both the numerator and the denominator shall be
increased by any contributions due but unpaid to a defined contribution pension
plan as of the determination date.

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (C)"Required
      aggregation group" shall mean (i) each qualified plan of the
      Employer (including any terminated plan) in which at least one Key
      Employee participates, and (ii) any other qualified plan of the
      Employer which enables a plan described in (i) to meet the requirements of
      Section 401(a)(4) or 410 of the
Code.

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                (E)"Valuation
      Date" shall mean the last day of the Plan
  Year.

              


      

       

      (F)Actuarial
equivalence shall be based on the interest and mortality rates utilized to
determine actuarial equivalence when benefits are paid from any defined benefit
plan.  If no rates are specified in said plan, the following shall be
utilized: pre- and post-retirement interest -- five percent (5%);
post-retirement mortality based on the Unisex Pension (1984) Table as used by
the Pension Benefit Guaranty Corporation on the date of execution
hereof.

       

       

       

      
        	
                 
      

              	
                13.3ALLOCATION
      OF EMPLOYER CONTRIBUTIONS AND FORFEITURES FOR A TOP-HEAVY PLAN
      YEAR.

              


      

       

      
        	
                 
      

              	
                (a)Except
      as otherwise provided below, in any Plan Year in which the Plan is a
      Top-Heavy Plan, the Employer contributions and forfeitures allocated on
      behalf of any Participant who is a non-Key Employee shall not be less than
      the lesser of three percent (3%) of such Participant's compensation (as
      defined in Section 11.1(b)(2) and as limited by Section 401(a)(17) of the
      Code) or the largest percentage of Employer contributions, elective
      deferrals (within the meaning of Section 4.1), and forfeitures as a
      percentage of the Key Employee's compensation (as defined in Section
      11.1(b)(2) and as limited by Section 401(a)(17) of the Code), allocated on
      behalf of any Key Employee for that Plan Year.  This minimum
      allocation shall be made even though, under other Plan provisions, the
      Participant would not otherwise be entitled to receive an allocation or
      would have 

              


      


      
        
           


        

        
          54

          
            

          

        

        
           


        

      


      received
a lesser allocation for the Plan Year because of insufficient Employer
contributions under Section 4.2 or the Participant's failure to make elective
deferrals under Section 4.1

       

      
        	
                 
      

              	
                (b)The
      minimum allocation under this Section shall not apply to any Participant
      who was not employed by the Employer on the last day of the Plan
      Year.

              


      

       

      
        	
                 
      

              	
                (c)Elective
      deferrals may not be taken into account for the purpose of satisfying the
      minimum allocation.  However, Employer matching contributions
      may be taken into account for the purpose of satisfying the minimum
      allocation.

              


      

       

      
        	
                 
      

              	
                (d)For
      purposes of the Plan, a non-Key Employee shall be any Employee or
      Beneficiary of such Employee, any former Employee, or Beneficiary of such
      former Employee, who is not or was not a Key Employee during the Plan Year
      ending on the determination date.

              


      

       

      
        	
                 
      

              	
                (e)If
      no defined benefit plan has ever been part of a permissive or required
      aggregation group of plans of the Employer, the contributions and
      forfeitures under this step shall be offset by any allocation of
      contributions and forfeitures under any other defined contribution plan of
      the Employer with a Plan Year ending in the same calendar year as this
      Plan's Valuation Date.

              


      

       

      
        	
                 
      

              	
                (f)There
      shall be no duplication of the minimum benefits required under Code
      Section 416.  Benefits shall be provided under defined benefit
      plans before under any defined contribution plans.  If a defined
      benefit plan (active or terminated) is part of the permissive or required
      aggregation group of plans of the Employer, the minimum allocation in
      subparagraph (a) shall be deemed to be five percent (5%) and shall be
      offset by a Participant's accrued benefit under a defined benefit plan
      according to the following equivalencies:  a one percent (1%)
      "qualifying benefit accrual" under a defined benefit plan equals a two and
      one-half percent (2.5%) allocation under a defined contribution
      plan.  To be a "qualifying benefit accrual," the pension under
      the defined benefit plan must be converted to a pension payable for life
      based on the average of the five (5) consecutive years of the
      Participant's highest compensation, payable at that plan's normal
      retirement date.  Accordingly, for a Participant whose
      "qualifying benefit accrual" equals two percent (2%) multiplied by each
      year of his participation in the Plan while a Top-Heavy Plan, there shall
      be no minimum allocation hereunder.  (If the "qualifying benefit
      accrual" is a lesser amount than two percent (2%) for each such year, the
      minimum allocation under this Plan shall be provided on a pro
      rata basis, adjusted on the basis of the above
      equivalencies.  Except as provided in subparagraph (g), in no
      event shall additional minimum allocations be provided for any Participant
      who has earned a "qualifying benefit accrual" equal to twenty percent
      (20%) of his final average Compensation computed on the basis of his total
      taxable remuneration over the five (5) consecutive years in which the
      Participant's Compensation was the
highest.

              


      

       

       

      
        	
                 
      

              	
                13.4VESTING.  The
      provisions contained in Section 6.1 relating to vesting shall continue to
      apply in any Plan Year in which the Plan is a Top-Heavy Plan, and apply to
      all benefits within the 

              


      


      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      meaning
of Section 411(a)(7) of the Code except those attributable to Employee
contributions and elective deferrals under Section 4.1, including benefits
accrued before the effective date of Section 416 and benefits accrued before the
Plan became a Top-Heavy Plan.  Further, no reduction in vested
benefits may occur in the event the Plan's status as a Top-Heavy Plan changes
for any Plan Year and the vesting schedule is amended.  In addition,
if a Plan's status changes from a Top-Heavy Plan to that of a non-Top-Heavy
Plan, a Participant with three (3) Years of Service for vesting purposes shall
continue to have his vested rights determined under the schedule which he
selects, in the event the vesting schedule is subsequently amended.

       

      
        	
                 
      

              	
                Payment
      of a Participant's vested Account balance under this Section shall be made
      in accordance with the provisions of Article
  Seven.

              


      


      
        
           


        

        
          56

          
            

          

        

        
           


        

      


      ARTICLE
FOURTEEN--MISCELLANEOUS PROVISIONS

       

       

      
        	
                 
      

              	
                14.1PLAN
      DOES NOT AFFECT EMPLOYMENT.  Neither the creation of this
      Plan, any amendment thereto, the creation of any fund nor the payment of
      benefits hereunder shall be construed as giving any legal or equitable
      right to any Employee or Participant against the Employer, its officers or
      Employees, or against the Trustee.  All liabilities under this
      Plan shall be satisfied, if at all, only out of the Trust Fund held by the
      Trustee.  Participation in the Plan shall not give any
      Participant any right to be retained in the employ of the Employer, and
      the Employer hereby expressly retains the right to hire and discharge any
      Employee at any time with or without cause, as if the Plan had not been
      adopted, and any such discharged Participant shall have only such rights
      or interests in the Trust Fund as may be specified
      herein.

              


      

       

       

      
        	
                 
      

              	
                14.2SUCCESSOR
      TO THE EMPLOYER.  In the event of the merger,
      consolidation, reorganization or sale of assets of the Employer, under
      circumstances in which a successor person, firm, or corporation shall
      carry on all or a substantial part of the business of the Employer, and
      such successor shall employ a substantial number of Employees of the
      Employer and shall elect to carry on the provisions of the Plan, such
      successor shall be substituted for the Employer under the terms and
      provisions of the Plan upon the filing in writing with the Trustee of its
      election to do so.

              


      

       

       

      
        	
                 
      

              	
                14.3REPAYMENTS
      TO THE EMPLOYER.  Notwithstanding any provisions of this
      Plan to the contrary:

              


      

       

      
        	
                 
      

              	
                (a)Any
      monies or other Plan assets attributable to any contribution made to this
      Plan by the Employer because of a mistake of fact shall be returned to the
      Employer within one (1) year after the date of
    contribution.

              


      

       

      
        	
                 
      

              	
                (b)Any
      monies or other Plan assets attributable to any contribution made to this
      Plan by the Employer shall be refunded to the Employer, to the extent such
      contribution is predicated on the deductibility thereof under the Code and
      the income tax deduction for such contribution is
      disallowed.  Such amount shall be refunded within one (1)
      taxable year after the date of such disallowance or within one (1) year of
      the resolution of any judicial or administrative process with respect to
      the disallowance.  All Employer contributions hereunder are
      expressly contributed based upon such contributions' deductibility under
      the Code.

              


      

       

       

      
        	
                 
      

              	
                14.4BENEFITS
      NOT ASSIGNABLE.  Except as provided in Section 414(p) of
      the Code with respect to "qualified domestic relations orders," or except
      as provided in Section 401(a)(13)(C) of the Code with respect to certain
      judgments and settlements, the rights of any Participant or his
      Beneficiary to any benefit or payment hereunder shall not be subject to
      voluntary or involuntary alienation or
  assignment.

              


      

       


      
        
           


        

        
          57

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                With
      respect to any "qualified domestic relations order" relating to the Plan,
      the Plan shall permit distribution to an alternate payee under such order
      at any time, irrespective of whether the Participant has attained his
      "earliest retirement age" (within the meaning of Section 414(p)(4)(B) of
      the Code) under the Plan.  A distribution to an alternate payee
      prior to the Participant’s attainment of his earliest retirement age
      shall, however, be available only if the order specifies distribution at
      that time or permits an agreement between the Plan and the alternate payee
      to authorize an earlier distribution.  Nothing in this paragraph
      shall, however, give a Participant a right to receive distribution at a
      time otherwise not permitted under the Plan nor does it permit the
      alternate payee to receive a form of payment not otherwise permitted under
      the Plan or under said Section 414(p) of the
  Code.

              


      

       

       

      
        	
                 
      

              	
                14.5MERGER
      OF PLANS.  In the case of any merger or consolidation of
      this Plan with, or transfer of the assets or liabilities of the Plan to,
      any other plan, the terms of such merger, consolidation or transfer shall
      be such that each Participant would receive (in the event of termination
      of this Plan or its successor immediately thereafter) a benefit which is
      no less than what the Participant would have received in the event of
      termination of this Plan immediately before such merger, consolidation or
      transfer.

              


      

       

       

      
        	
                 
      

              	
                14.6INVESTMENT
      EXPERIENCE NOT A FORFEITURE.  The decrease in value of
      any Account due to adverse investment experience shall not be considered
      an impermissible "forfeiture" of any vested
  balance.

              


      

       

       

      
        	
                 
      

              	
                14.7CONSTRUCTION.  Wherever
      appropriate, the use of the masculine gender shall be extended to include
      the feminine and/or neuter or vice versa; and the singular form of words
      shall be extended to include the plural; and the plural shall be
      restricted to mean the
singular.

              


      

       

       

      
        	
                 
      

              	
                14.8GOVERNING
      DOCUMENTS.  A Participant's rights shall be determined
      under the terms of the Plan as in effect at the Participant's date of
      termination from employment, or, if later, and to the extent permitted by
      applicable law, as determined under the terms of the
      Plan.

              


      

       

       

      
        	
                 
      

              	
                14.9GOVERNING
      LAW.  The provisions of this Plan shall be construed
      under the laws of the state of the situs of the Trust, except to the
      extent such laws are preempted by Federal
  law.

              


      

       

       

      
        	
                 
      

              	
                14.10HEADINGS.  The
      Article headings and Section numbers are included solely for ease of
      reference.  If there is any conflict between such headings or
      numbers and the text of the Plan, the text shall
      control.

              


      

       

       


      
        
           


        

        
          58

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                14.11COUNTERPARTS.  This
      Plan may be executed in any number of counterparts, each of which shall be
      deemed an original; said counterparts shall constitute but one and the
      same instrument, which may be sufficiently evidenced by any one
      counterpart.

              


      

       


      
        
           


        

        
          59

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                14.12LOCATION
      OF PARTICIPANT OR BENEFICIARY UNKNOWN.  In the event that
      all or any portion of the distribution payable to a Participant or to a
      Participant's Beneficiary hereunder shall, at the expiration of five (5)
      years after it shall become payable, remain unpaid solely by reason of the
      inability of the Administrator to ascertain the whereabouts of such
      Participant or Beneficiary, after sending a registered letter, return
      receipt requested, to the last known address, and after further diligent
      effort, the amount so distributable shall be forfeited and used to pay
      Plan administrative expenses and/or used to reduce future Employer
      contributions.  In the event a Participant or Beneficiary is
      located subsequent to the forfeiture of his Account balance, such Account
      balance shall be restored.

              


      

       

       

      
        	
                 
      

              	
                14.13DISTRIBUTION
      TO MINOR OR LEGALLY INCAPACITATED.  In the event any
      benefit is payable to a minor or to a person deemed to be incompetent or
      to a person otherwise under legal disability, or who is by sole reason of
      advanced age, illness, or other physical or mental incapacity incapable of
      handling the disposition of his property, the Administrator, may direct
      the Trustee to apply all or any portion of such benefit directly to the
      care, comfort, maintenance, support, education or use of such person or to
      pay or distribute the whole or any part of such benefit to (a) the
      spouse of such person, (b) the parent of such person, (c) the
      guardian, committee, or other legal representative, wherever appointed, of
      such person, (d) the person with whom such person shall reside,
      (e) any other person having the care and control of such person, or
      (f) such person.  The receipt of any such payment or
      distribution shall be a complete discharge of liability for Plan
      obligations.

              


      

       

       

       

      IN
WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Plan to be executed on the 12th day of May, 2008.

       

       

      
MINDRAY DS USA,
INC.

       

       

       

      By /s/
Thomas S. Bielan      

      Authorized
Officer

       

       

       

       


      
        
           


        

        
          60

          
            

          

        

        
           


        

      


      AMENDMENT
FOR THE PENSION PROTECTION ACT OF 2006 (“PPA”),

      HEROES
EARNINGS ASSISTANCE AND RELIEF TAX ACT OF 2008 (“HEART ACT”) AND

      THE
WORKER, RETIREE AND EMPLOYER RECOVERY ACT OF 2008 (“PPA TECHNICAL CORRECTIONS
ACT”)

       

      MINDRAY
DS USA, INC. 401(K) SAVINGS PLAN

       

      WHEREAS,
Mindray DS USA, Inc. (the
"Employer") heretofore adopted the Mindray DS USA, Inc. 401(k) Savings Plan (the
"Plan"); and

       

      WHEREAS,
the Employer reserved the right to amend the Plan; and

       

      WHEREAS,
the Employer desires to amend the Plan to comply with the Pension Protection Act
of 2006 (“PPA”), the Heroes Earnings Assistance and Relief Tax Act of 2008
(“HEART Act”) and the Worker, Retiree, and Employer Recovery Act of 2008 (“PPA
Technical Corrections Act”);

       

      NOW,
THEREFORE, the Plan is hereby amended, effective as of the date or dates
set forth below, as follows, with such amendment intended to constitute good
faith compliance with the above-referenced law changes and to supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment:

       

       

      
        	
                1.  

              	
                Section
      7.2 of the Plan shall be amended by adding the following paragraph to the
      end of such Section:

              


      

       

      “Minimum
distributions under Section 401(a)(9) of the Code for 2009 may be suspended
subject to the requirements of applicable law and Plan administrative
practices.”

       

      
        	
                2.  

              	
                 Section
      5.1(b) of the Plan shall be amended, effective for Plan Years beginning
      after December 31, 2006, by adding the following paragraph(s) to the
      conclusion of such subsection:

              


      

       

      
        	
                 
      

              	
                “Divestment
      of Employer Securities:  If any portion of a Participant’s
      Account is invested in publicly-traded employer securities (within the
      meaning of Section 407(d)(1) of the Employee Retirement Income Security
      Act of 1974), the Participant may direct the Trustee to divest such
      securities and to reinvest the proceeds in other investment options
      available under the Plan subject to the provisions of Code Section
      401(a)(35), in accordance with rules and procedures established by the
      Administrator from time to time.

              


      

       

      For
purposes hereof, except as otherwise provided in Code Section 401(a)(35) or
regulations promulgated thereunder, a plan holding employer securities which are
not publicly-traded securities shall be treated as holding publicly-traded
employer securities if any Employer corporation, or any member of a controlled
group of corporations which includes such Employer corporation (as defined in
Code Section 401(a)(35)(F)(iii)) has issued a class of stock which is a publicly
traded employer security.”

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


       

      
        	
                3.  

              	
                Section
      7.8 of the Plan shall be amended by adding the following paragraphs to the
      conclusion of such Section:

              


      

       

      
        	
                 
      

              	
                “For
      any distribution notice issued in Plan Years beginning after December 31,
      2006, the description of a Participant’s right, if any, to defer
      distribution shall also describe the consequences of failing to defer
      receipt of the distribution in accordance with the requirements of
      applicable law.  In addition, any reference to the ninety (90)
      day maximum notice period prior to distribution in applying the notice
      requirements of Code Sections 402(f), 411(a)(11) and 417 will become one
      hundred and eighty (180) days.

              


      

       

      
        	
                 
      

              	
                For
      distributions made after December 31, 2007, a Participant may elect to
      roll over directly an eligible rollover distribution to a Roth IRA
      described in Code Section 408A(b), subject to the requirements of
      applicable law.

              


      

       

      For
distributions on and after May 14, 2008, a non-spouse Beneficiary who is a
“designated beneficiary” under Code Section 401(a)(9)(E) and the regulations
promulgated thereunder, may roll over his distribution, in accordance with the
requirements of applicable law and in accordance with procedures established by
the Administrator, to an individual retirement account (or other permissible
eligible retirement plan) established by or for the Beneficiary for purposes of
receiving the distribution.  In order to be able to rollover the
distribution, the distribution must otherwise satisfy the definition of an
“eligible rollover distribution” (within the meaning of Code Section
402(f)(2)(A)).”

       

       

      
        	
                4.  

              	
                Article
      Eight of the Plan shall be amended by adding the following Section to such
      Article:

              


      

       

      
        	
                 
      

              	
                “8.5HEART
      ACT PROVISIONS.

              


      

       

      
        	
                 
      

              	
                (a)Death
      benefits.  In the case of a Participant’s death occurring
      on or after January 1, 2007, if a Participant dies while performing
      qualified military service (as defined in Code Section 414(u)), the
      Beneficiary(ies) (or surviving spouse, if the qualified joint and survivor
      annuity or qualified pre-retirement survivor annuity rules apply) of the
      Participant shall be entitled to any additional benefits (other than
      benefit accruals relating to the period of qualified military service)
      provided under the Plan as if the Participant had resumed employment and
      then terminated employment on account of
  death.

              


      

       

      
        	
                 
      

              	
                (b)Differential
      wage payments.  For years beginning after December 31,
      2008, (i) a Participant receiving a differential wage payment, as defined
      by Code Section 3401(h)(2), shall be  treated as an Employee of
      the Employer making the payment, (ii) the differential wage payment shall
      be treated as Compensation, and (iii) the Plan shall not be treated as
      failing to meet the requirements of any provision described in Code
      Section 414(u)(1)(C) by reason of any contribution or benefit which is
      based on the differential wage
payment.

              


      

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)Severance
      from employment. 
      For years beginning after December 31, 2008 and for purposes of Code
      Section 401(k)(2)(B)(i)(I), an individual shall be treated as having
      severed from employment during any period the individual is performing
      service in the uniformed services described in Code Section
      3401(h)(2)(A).  

              


      

       

      
        	
                 
      

              	
                If
      a Participant elects to receive a distribution by reason of such severance
      from employment, the Participant may not make an elective deferral or
      employee contribution during the six (6)-month period beginning on the
      date of such distribution.”

              


      

       

       

      
        	
                5.  

              	
                Section
      10.1 of the Plan shall be amended by adding the following sentence to the
      conclusion of such subsection:

              


      

       

      “Notwithstanding
the foregoing, for Plan Years beginning after December 31, 2007, the
Administrator shall not calculate and distribute income for the period after the
close of the Plan Year in which the Excess Elective Deferral occurred and prior
to the distribution of such Excess Elective Deferral.”

       

       

      
        	
                6.  

              	
                Section
      10.2(b)(1) shall be amended by replacing the second sentence thereof with
      the following:

              


      

       

      “However,
for Plan Years beginning after December 31, 2007, if such excess contributions
are distributed later than two and one-half (21⁄2) months (or such longer period
as permitted by applicable law and/or regulatory guidance) following the last
day of the Plan Year in which such excess contributions were made, a ten percent
(10%) excise tax shall be imposed upon the Employer with respect to such excess
contributions.”

       

       

      
        	
                7.  

              	
                Section
      10.2(b)(3) of the Plan shall be amended by adding the following sentence
      to the conclusion of such
subsection:

              


      

       

      “Notwithstanding
the foregoing, for Plan Years beginning after December 31, 2007, the
Administrator shall not calculate and distribute income for the period after the
close of the Plan Year in which the excess contribution occurred and prior to
the distribution of such excess contribution.”

       

       

      
        	
                8.  

              	
                Section
      10.3(b)(1) of the Plan shall be amended by replacing the third sentence
      thereof with the following:

              


      

       

      “However,
for Plan Years beginning after December 31, 2007, if such excess aggregate
contributions are distributed later than two and one-half (21⁄2) months (or such
longer period as permitted by applicable law and/or regulatory guidance)
following the last day of the Plan Year in which such excess aggregate
contributions were made, a ten percent (10%) excise tax shall be imposed upon
the Employer with respect to such excess aggregate contributions.”

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


       

      
        	
                9.  

              	
                Section
      10.3(b)(3) of the Plan shall be amended by adding the following sentence
      to the conclusion of such
subsection:

              


      

       

      “Notwithstanding
the foregoing, for Plan Years beginning after December 31, 2007, the
Administrator shall not calculate and distribute income for the period after the
close of the Plan Year in which the excess aggregate contribution occurred and
prior to the distribution of such excess aggregate contribution.” 

       

       

      
        	
                10.  

              	
                Except
      as hereinabove amended, the provisions of the Plan shall continue in full
      force and effect.

              


      

       

       

      IN
WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Amendment to be executed on the 28th day of December,
2009.

       

       

      MINDRAY DS USA,
INC.

       

       

      By:  /s/
Thomas S. Bielan      

       

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      FIRST
AMENDMENT TO

       

      MINDRAY
DS USA, INC. 401(k) SAVINGS PLAN

       

       

      WHEREAS,
Mindray DS USA, Inc. (the "Employer") heretofore adopted the Mindray DS USA,
Inc. 401(k) Savings Plan (the "Plan"); and

       

      WHEREAS,
the Employer reserved the right to amend the Plan; and

       

      WHEREAS,
the Employer desires to amend the Plan to reflect the merger into the Plan of
the Mindray Medical USA 401(k) Plan and to comply with the final regulations
under Section 415 of the Internal Revenue Code of 1986, as
amended;

       

      NOW,
THEREFORE, the Plan is hereby amended, effective for limitation years and
Plan Years beginning on or after January 1, 2008, as
follows:

       

       

      1. Section
2.1 of the Plan shall be amended by adding the following at the end
thereof:

       

      
        	
                 
      

              	
                “Notwithstanding
      the foregoing, any Employee employed by Mindray Medical USA Corp. or
      Mindray International Ltd. prior to January 1, 2009 shall be credited with
      “Years of Service” earned under the Mindray Medical USA 401(k) Plan as of
      that date, and shall have his future Years of Service determined in
      accordance with the provisions of this Section 2.1 and, if applicable,
      regulatory guidance governing the crediting of service upon a change in
      service crediting method from hours of service to elapsed
      time.”

              


      

       

      2.Section
3.1 of the Plan shall be amended by adding the following at the end
thereof:

       

      
        	
                 
      

              	
                “All
      Employees participating in the Mindray Medical USA 401(k) Plan on December
      31, 2008, shall participate in the Plan as of January 1,
      2009.  Any other Employee of Mindray Medical USA Corp. who
      becomes an Employee of Mindray DS USA, Inc. as of January 1, 2009 or
      thereafter shall be eligible to participate only after the requirements of
      this Section 3.1 have been
satisfied.”

              


      

       

      
        	
                 
      

              	
                   3.Section
      4.1(a) of the Plan shall be amended by adding the following at the end
      thereof:

              


      

       

      
        	
                 
      

              	
                “Notwithstanding
      the foregoing, any Employee of Mindray Medical USA Corp. who was not
      eligible to participate in the Mindray Medical USA 401(k) Plan as of
      December 31, 2008, and becomes an Employee of Mindray DS USA, Inc. as of
      January 1, 2009 or thereafter, upon first becoming eligible to participate
      in the Plan pursuant to Section 3.1, who fails to affirmatively make any
      deferral election (including an election to contribute zero percent (0%)
      of his Compensation to the Plan) within the time prescribed by the
      Administrator, shall be deemed to have elected to defer two percent (2%)
      of his Compensation as a pre-tax contribution (“deemed elective
      deferral”).  The Administrator shall provide to each such
      Employee a notice of his right to receive the amount of the deemed
      elective deferral in cash and his right to increase or decrease his rate
      of elective deferrals.  The Administrator shall also provide
      each such Employee a reasonable period to exercise such right before the
      date on which the cash is currently
available.”

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                4.Section
      6.1 of the Plan shall be amended by adding the following at the end
      thereof:

              


      

       

      
        	
                 
      

              	
                “Notwithstanding
      the foregoing, any participant in the Mindray Medical USA 401(k) Plan who
      is an Employee of Mindray DS USA, Inc. on January 1, 2009 shall have a
      nonforfeitable interest in Employer matching contributions made under that
      plan which are transferred into this Plan in connection with the merger of
      that plan into this Plan, or made under Section 4.2 of this Plan,
      determined in accordance with the preceding provisions of this Section
      6.1.  Any other former Employee of Mindray Medical USA Corp. who
      terminated employment on or before December 31, 2008 shall, except as
      otherwise provided with respect to Normal Retirement, Disability, or
      death, have a nonforfeitable (vested) right to a percentage of the value
      of his Account derived from Employer matching contributions made under the
      Mindray Medical USA 401(k) Plan that are transferred to this Plan, or made
      under Section 4.2 of this Plan, as
follows:

              


      

       

      Years
of Service Vested
Percentage

       

      Less than 2 years0%

      2 years but less than
320%

      3 years but less than
440%

      4 years but less than
560%

      5 years but less than
680%

      6 or more years100%”

       

       

       

       

      
        	
                 
      

              	
                5.Section
      11.1(a)(4) of the Plan shall be amended to read in its entirety as
      follows:

              


      

       

      
        	
                 
      

              	
                “(4)If
      the limitations of Section 415 of the Code are exceeded, such excess
      amount shall be corrected in accordance with the requirements of
      applicable law, including pursuant to the Employee Plans Compliance
      Resolution System.”

              


      

       

      
        	
                 
      

              	
                6.Section
      11.1(b)(2) of the Plan shall be further amended by adding the following
      paragraph to the conclusion of such
Section:

              


      

       

      
        	
                 
      

              	
                “Any
      compensation described in this Section 11.1(b)(2) does not fail to be
      Compensation merely because it is paid after the Participant’s severance
      from employment with the Employer, provided the Compensation is paid by
      the later of 21⁄2 months after severance from employment with the Employer
      or the end of the limitation year that includes the date of severance from
      employment.  In addition, payment for unused accrued bona fide
      sick, vacation or other leave shall be included as Compensation if (i) the
      Participant would have been able to use the leave if employment had
      continued, (ii) such amounts are paid by the later of 21⁄2 months after
      severance from employment with the Employer or the end of the Plan Year
      that includes the date of severance from employment, and (iii) such
      amounts would have been included as Compensation if they were paid prior
      to the Participant’s severance from employment with the
      Employer.”

              


      

       

      7.Except
as hereinabove amended, the provisions of the Plan shall continue in full force
and effect.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


       

       

      IN
WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Amendment to be executed on the 31st day of December,
2008.

       

       

      MINDRAY DS USA,
INC.

       

       

       

      By:  /s/
Thomas S. Bielan      

              Authorized
Officer


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      SECOND
AMENDMENT TO

       

      MINDRAY
DS USA, INC. 401(k) SAVINGS PLAN

       

       

      WHEREAS,
Mindray DS USA, Inc. (the "Employer") heretofore adopted the Mindray DS USA,
Inc. 401(k) Savings Plan (the "Plan"); and

       

      WHEREAS,
the Employer reserved the right to amend the Plan; and

       

      WHEREAS,
the Employer desires to amend the Plan to reflect the removal of the Datascope
Corp. stock fund from the Plan;

       

      NOW,
THEREFORE, the Plan is hereby amended, effective as of January 30, 2009,
as follows:

       

      1. Section
7.1 of the Plan shall be amended to read in its entirety as
follows:

       

      
        	
                 
      

              	
                “MANNER
      OF PAYMENT.  The Participant's vested Account shall be
      distributed to the Participant (or to the Participant's Beneficiary in the
      event of the Participant's death) in a single lump-sum
      payment.”

              


      

       

      
        	
                 
      

              	
                2.Except
      as hereinabove amended, the provisions of the Plan shall continue in full
      force and effect.

              


      

       

       

      IN
WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Second Amendment to be executed on the 30th day of January,
2009.

       

       

      MINDRAY DS USA,
INC.

       

       

       

      By:  /s/
Thomas S. Bielan      

              Authorized
Officer

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FOURTH
AMENDMENT TO

       

      MINDRAY
DS USA, INC. 401(k) SAVINGS PLAN

       

       

      WHEREAS,
Mindray DS USA, Inc. (the "Employer") heretofore adopted the Mindray DS USA,
Inc. 401(k) Savings Plan (the "Plan"); and

       

      WHEREAS,
the Employer reserved the right to amend the Plan; and

       

      WHEREAS,
the Employer desires to amend the Plan to reflect the addition of the Mindray
stock fund to the Plan;

       

      NOW,
THEREFORE, the Plan is hereby amended, effective as of September 16,
2010, as follows:

       

      1. Section
5.1(a) of the Plan shall be amended to add the following sentence to the end
thereof:

       

      “If
investments are permitted in Employer stock, a separate Employer stock fund
shall be created and a portion of such stock fund shall be invested in cash and
cash equivalents for liquidity purposes.”

       

      2.Section
7.1 of the Plan shall be amended to read in its entirety as
follows:

       

      
        	
                 
      

              	
                “MANNER
      OF PAYMENT.  The Participant's vested Account shall be
      distributed to the Participant (or to the Participant's Beneficiary in the
      event of the Participant's death) in a single lump-sum
      payment.

              


      

       

      
        	
                 
      

              	
                To
      the extent the Participant’s vested Account is invested in employer
      securities (within the meaning of Section 407(d)(1) of the Employee
      Retirement Security Act of 1974), the Participant (or the Participant’s
      Beneficiary in the event of the Participant’s death) may elect to have
      such portion of his Account distributed in a single payment in the form of
      whole shares of stock, with any fractional shares, and the cash and cash
      equivalent portions of the underlying unitized stock account, being
      distributed in cash.”

              


      

       

      
        	
                 
      

              	
                3.Except
      as hereinabove amended, the provisions of the Plan shall continue in full
      force and effect.

              


      

       

       

      IN
WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Fourth Amendment to be executed on the 16th day of September,
2010.

       

       

      MINDRAY DS USA,
INC.

       

       

       

      By:  /s/ Patricia
Leone      

              Authorized
Officer