EXHIBIT 10.7


ADOPTION AGREEMENT #005


NONSTANDARDIZED 401(k) PROFIT SHARING PLAN






	The undersigned, Citizens Community Federal ("Employer"), by executing this Adoption Agreement, elects to establish a
retirement plan and trust ("Plan") under the Wipfli Ullrich Bertelson LLP Defined Contribution Prototype Plan and Trust (basic plan
document #  01  ). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Prototype Plan and Trust
provisions. This Adoption Agreement, the basic plan document and any attached appendices or addenda, constitute the Employer's entire
plan and trust document. All section references within this Adoption Agreement are Adoption Agreement section references unless the
Adoption Agreement or the context indicate otherwise. All article references are basic plan document and Adoption Agreement references
as applicable. Numbers in parenthesis which follow headings are references to basic plan document sections. The Employer makes the
following elections granted under the corresponding provisions of the basic plan document.




ARTICLE I


DEFINITIONS




I.	PLAN (1.21). The name of the Plan as adopted by the Employer is Citizens Community Federal 401(k) Profit Sharing Plan .




2.	TRUSTEE (1.33). The Trustee executing this Adoption Agreement is: (Choose one of(a), (b) or (c))




	[X]	(a) 	A discretionary Trustee. See Plan Section 10.03[A].
	[X] 	(b) 	A nondiscretionary Trustee. See Plan Section l0.03[B].
	[n/a] 	(c) 	A Trustee under a separate trust agreement. See Plan Section l0.03[G].







3.	EMPLOYEE (1.11). The following Employees are not eligible to participate in the Plan: (Choose (a) or one or more of(b)
through (g) as applicable)




	[n/a]	(a)	No exclusions.
	  
	[n/a]	(b)	Collective bargaining Employees.
	  
	[n/a]	(c)	Nonresident aliens.
	  
	[X]	(d)	Leased Employees.
	  
	[X]	(e)	Reclassified Employees.
	  
	[n/a]	(f)	Classifications: ______
	  
	[n/a]	(g)	Exclusions by types of contributions. The following classification(s) of Employees are not eligible for the
specified contributions:
	  		
			        	Employee classification: _____

Contribution type: _____






4.	COMPENSATION (1.07). The Employer makes the following election(s) regarding the definition of Compensation for purposes
of the contribution allocation formula under Article III: (Choose one of(a), (b) or (c))




	[n/a]	(a)	W.2 wages increased by Elective Contributions.
	   
	[n/a]	(b)	Code § 3401(a) federal income tax withholding wages increased by Elective Contributions.
	   
	[X]	(c)	415 compensation.








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[Note: Each of the Compensation definitions in (a), (b) and (c) include Elective Contributions. See Plan Section 1.07(D). To exclude
Elective Contributions, the Employer must elect (g).]




Compensation taken into account. For the Plan Year in which an Employee first becomes a Participant, the Plan Administrator will
determine the allocation of Employer contributions (excluding deferral contributions) by taking into account: (Choose one of(d) or (e))




	[X]	(d)	Plan Year. The Employee's Compensation for the entire Plan Year.
	   
	[n/a]	(e)	Compensation while a Participant. The Employee's Compensation only for the portion of the Plan Year in which the
Employee actually is a Participant.





Modifications to Compensation definition. The Employer elects to modify the Compensation definition elected in (a), (b) or (c) as
follows. (Choose one or more of(,f) through (n) as applicable. If the Employer elects to allocate its nonelective contribution under Plan
Section 3.04 using permitted disparity, (i), (j), (k) and (I) do nor apply):




	[X]	(f)	Fringe benefits. The Plan excludes all reimbursements or other expense allowances, fringe benefits (cash and
noncash), moving expenses, deferred compensation and welfare benefits.
	   
	[n/a] 	(g) 	Elective Contributions. The Plan excludes a Participant's Elective Contributions. See Plan Section 1.07(D).
	   
	[n/a]	(h)	Exclusion. The Plan excludes Compensation in excess of: ______
	   
	[n/a]	(i)	Bonuses. The Plan excludes bonuses.
	   
	[n/a]	(j)	Overtime. The Plan excludes overtime.
	   
	[n/a]	(k)	Commissions. The Plan excludes commissions.
	   
	[X]	(1) 	Nonelective contributions. The following modifications apply to the definition of Compensation for nonelective
contributions: compensation while eligible for nonelective contributions
	   
	[n/a]	(m) 	Deferral contributions. The following modifications apply to the definition of Compensation for deferral
contributions: ______. 
	   
	[X]	(n) 	Matching contributions. The following modifications apply to the definition of Compensation for matching
contributions: compensation while eligible for matching contributions





5.	PLAN YEAR/LIMITATION YEAR (1.24). Plan Year and Limitation Year mean the 12-consecutive month period (except for a
short Plan Year) ending every: (Choose (a) or (b). Choose (c) if applicable)




	[X]	(a) 	December 31. 
	   
	[n/a] 	(b) 	Other: ______
	   
	[n/a] 	(c) 	Short Plan Year: commencing on: ______ and ending on: ______





6.	EFFECTIVE DATE (1.10). The Employer's adoption of the Plan is a: (Choose one of(a) or (b)) 




	[n/a] 	(a) 	New Plan. The Effective Date of the Plan is: ________
	   
	[X]	 (b) 	Restated Plan. The restated Effective Date is: January 1, 1997
	   		
		This Plan is an amendment and restatement of an existing retirement plan(s) originally established effective as of:

January 1, 1986.






7.	HOUR OF SERVICE/ELAPSED TIME METHOD (1.15). The crediting method for Hours of Service is: (Choose one or more
of(a) through (d) as applicable)




	[X] 	(a) 	Actual Method. See Plan Section 1.15(B).
	   
	[n/a]	(b) 	Equivalency Method. The Equivalency Method is: ________. [Note: Insert "daily,' "weekly,""semi-monthly
payroll periods" or "monthly."] See Plan Section 1.15(C).







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	[n/a]	(c) 	Combination Method. In lieu of the Equivalency Method specified in (b), the Actual Method applies for purposes
of: ________
	   
	[n/a]	(d) 	Elapsed Time Method. In lieu of crediting Hours of Service, the Elapsed Time Method applies for purposes of
crediting Service for: (Choose one or more of(1), (2) or (3) as applicable)
	   
		[n/a]	(1) 	Eligibility under Article II.
	   
		[n/a]	(2) 	Vesting under Article V.
	   
		[n/a]	(3) 	Contribution allocations under Article III.





8.	PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service the Plan must credit by reason of Section
1.30 of the Plan, the Plan credits as Service under this Plan, service with the following predecessor employer(s):


      Chippewa Falls Branch of American Bank: Mankato, MN Branch of Alliance Bank      .




[Note: If the Plan does not credit any additional predecessor service under this Section 1.30, insert "N/A"in the blank line. The Employer
also may elect to credit predecessor service with spec (fled Participating Employers only. See the Participation Agreement.] Service with
the designated predecessor employer(s) applies: (Choose one or more of(a) through (d) as applicable)




	[X]	(a)	Eligibility. For eligibility under Article II. See Plan Section 1.30 for time of Plan entry.
	   
	[X]	(b)	Vesting. For vesting under Article V.
	   
	[n/a]	(c)	Contribution allocation. For contribution allocations under Article III.
	   
	[n/a]	(d)	Exceptions. Except for the following Service: ________.





ARTICLE II


ELIGIBILITY REQUIREMENTS


9.	ELIGIBILITY (2.01).




Eligibility conditions. To become a Participant in the Plan, an Employee must satisfy the following eligibility conditions:


(Choose one or more of(a) through (e) as applicable) [Note: If/he Employer does not elect (c), the Employer's elections under


(a) and (b) apply to all types of contributions. The Employer as to deferral contributions may not elect (b)('2) and may not elect


more than 12 months in (b)(4) and (b)(5).]




	[X]	(a) 	Age. Attainment of age   21   (not to exceed age 21).
	   
	[X] 	(b) 	Service. Service requirement. (Choose one of(1) through (5))
	   
		[X]	(1) 	One Year of Service.
	   
	   	[n/a] 	(2) 	Two Years of Service, without an intervening Break in Service. See Plan Section 2.03(A).
	   
		[n/a]	(3) 	One Hour of Service (immediate completion of Service requirement). The Employee satisfies the Service
requirement on his/her Employment Commencement Date.
	   
		[n/a]	(4) ______ months (not exceeding 24).
	   
		[n/a]	(5) An Employee must complete ______ Hours of Service within the ______ time period following the Employee's
Employment Commencement Date. If an Employee does not complete the stated Hours of Service during the
specified time period (if any), the Employee is subject to the One Year of Service requirement. [Note: The number
of hours may not exceed 1,000 and the time period may not exceed 24 months. If the Plan does not require the
Employee to satisfy the Hours of Service requirement within a specified time period, insert "N/A" in the second
blank line.]
	   
	[X]	(c) 	Alternative 401(k)/401(m) eligibility conditions. In lieu of the elections in (a) and (b), the Employer elects the
following eligibility conditions for the following types of contributions: (Choose (1) or (2) or both (1 the Employer
wishes to impose less restrictive eligibility conditions for deferral/Employee contributions or for matching
contributions)





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   	   	   	[X]	Deferral/Employee contributions: (Choose one of a. through d. Choose e. if
applicable)
	   
				a.	[n/a]	One Year of Service
				b.	[X]	One Hour of Service (immediate completion of Service requirement)
				c.	[n/a]	______ months (not exceeding 12)
				d.	[n/a] 	An Employee must complete ______ Hours of Service within the ______ time period.
following an Employee's Employment Commencement Date. If an Employee does not
complete the stated Hours of Service during the specified time period (if any), the
Employee is subject to the One Year of Service requirement. [Note: The number of
hours may not exceed 1,000 and the time period may not exceed 12 months. If the
Plan does not require the Employee to satisfy the Hours of Service requirement within
a specified time period, insert "N/A "in the second blank line.]
	   
			e.	[X]	Age   21   (not exceeding age 21)
	   
				(2)	[X]	Matching contributions: (Choose one off through i. Choose j, if applicable)
				f.	[X]	One Year of Service
				g.	[n/a]	One Hour of Service (immediate completion of Service requirement)
				h.	[n/a]	______ months (not exceeding 24)
				i.	[n/a]	An Employee must complete ______ Hours of Service within the ______ time period
following an Employee's Employment Commencement Date. If an Employee does not
complete the stated Hours of Service during the specified time period (if any), the
Employee is subject to the One Year of Service requirement. [Note: The number of
hours may not exceed 1,000 and the time period may not exceed 24 months. If the
Plan does not require the Employee to satisfy the Hours of Service requirement within
a specified time period, insert "N/A"in the second blank line.]
				j.	[X]	Age   21   (not exceeding age 21)
	   
	[n/a]	(d)	Service requirements:
			[Note: Any Service requirement the Employer elects in (d) must be available under other Adoption Agreement
elections or a combination thereof]
	   
	[X]	(e) Dual eligibility. The eligibility conditions of this Section 2.01 apply solely to an Employee employed by the Employer
after December 31. 2001   . If the Employee was employed by the Employer by the specified date, the Employee will become
a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee's Employment
Commencement Date; or (iv) on the date the Employee attains age 21 (not exceeding age 2l).





Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose one of(f) through (j). Choose (k) if applicable) [Note: If the
Employer does not elect (k), the elections under (f) through (j) apply to all types of contributions. The Employer must elect at least one
Entry Date per Plan Year.]




	[X]	(f)	 Semi-annual Entry Dates. The first day of the Plan Year and the first day of the seventh month of the Plan Year.
	
	[n/a]	(g)	The first day of the Plan Year.
	
	[n/a]	(h)	Employment Commencement Date (immediate eligibility).
	
	[n/a]	(i)	The first day of each: ______ (e.g., "Plan Year quarter").
	
	[n/a]	(j)	The following Plan Entry Dates: ______
	
	[X]	(k) 	Alternative 401(k)/401(m) Plan Entry Date(s). For the alternative 401(k)/401(m) eligibility conditions under (c),
Plan Entry Date means: (Choose (1) or (2) or both as applicable)
	   
		(1)	[X]	Deferral/Employee contributions	(2) 	[X]	Matching contributions
				(Choose one of a. through d.)			(Choose one of e. through h.)
	   
			a.	[n/a]	Semi-annual Entry Dates		e.	[X]	Semi-annual Entry Dates
			b.	[n/a]	The first day of the Plan
Year		f. 	[n/a]	The first day of the Plan Year
			c.	[X]	Employment
Commencement Date

(immediate eligibility) 		g. 	[n/a]	Employment


Commencement Date


(immediate eligibility)
			d.	[n/a] 	The first day of each: _______	h.	[n/a]	The first day of each: _______






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Time of participation. An Employee will become a Participant, unless excluded under Section 1.11, on the Plan Entry Date (if employed
on that date): (Choose one of(l), (m) or (n). Choose (o) if applicable): [Note: If the Employer does not elect (o), the election under (1), (m)
or (n) applies to all types of contributions.]




	[X]	(l)	Immediately following or coincident with
	
	[n/a] 	(m) 	Immediately preceding or coincident with
	
	[n/a] 	(n)	Nearest
	
	[n/a] 	(o) 	Alternative 401(k)/401(m) election(s): (Choose (1) or (2) or both as applicable)
	
			(1)	[n/a] 	Deferral contributions	(2) 	[n/a] 	Matching contributions
										(Choose one of b., c. or d.)
				a.	[n/a] 	Immediately
following

or coincident
with		b.	[n/a]	Immediately following


or coincident with
									c.	[n/a]	Immediately preceding


or coincident with
									d.	[n/a]	Nearest






the date the Employee completes the eligibility conditions described in this Section 2.01. [Note: Unless otherwise excluded under Section
1.11, an Employee must become a Participant by the earlier of: (1) the first day of the Plan Year beginning after the date the Employee
completes the age and service requirements of Code § 410(a); or (2) 6 months after the date the Employee completes those requirements.]




10.	YEAR OF SERVICE - ELIGIBILITY (2.02). (Choose (a) and (b) as applicable): [Note: If the Employer does not elect a Year of
Service condition or elects the Elapsed Time Method, the Employer should not complete (a) or (b).]




	[X]	(a) 	Year of Service. An Employee must complete 1,000 Hour(s) of Service during an eligibility computation period to
receive credit for a Year of Service under Article H: [Note: The number may not exceed 1,000. If left blank, the
requirement is 1,000.]
	   
	[X]	(b) 	Eligibility computation period. After the initial eligibility computation period described in Plan Section 2.02, the
Plan measures the eligibility computation period as: (Choose one of(1) or (2))
	   
		[X]	(1)	The Plan Year beginning with the Plan Year which includes the first anniversary of the Employee's
Employment Commencement Date.
	   
		[n/a]	(2) 	The 12-consecutive month period beginning with each anniversary of the Employee's Employment
Commencement Date.





11.	PARTICIPATION - BREAK IN SERVICE (2.03). The one year hold-out rule described in Plan Section 2.03(B):


(Choose one of(a), (b) or (c))




	[X] 	(a) 	Not applicable. Does not apply to the Plan.
	   
	[n/a] 	(b) 	Applicable. Applies to the Plan and to all Participants.
	   
	[n/a] 	(c) 	Limited application. Applies to the Plan, but only to a Participant who has incurred a Separation from Service.





12.	ELECTION NOT TO PARTICIPATE (2.06). The Plan: (Choose one of(a) or (b))




	[X] 	(a) 	Election not permitted. Does not permit an eligible Employee to elect not to participate.
	   
	[n/a]	(b) 	Irrevocable election. Permits an Employee to elect not to participate if the Employee makes a one-time irrevocable
election prior to the Employee's Plan Entry Date.







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ARTICLE III


EMPLOYER CONTRIBUTIONS, DEFERRAL CONTRIBUTIONS AND FORFEITURES



13.	AMOUNT AND TYPE (3.01). The amount and type(s) of the Employer's contribution to the Trust for a Plan Year or other
specified period will equal: (Choose one or more of(a) through (t) as applicable)




	[X]	(a) 	Deferral contributions (401(k) arrangement). The dollar or percentage amount by which each Participant has
elected to reduce his/her Compensation, as provided in the Participant's salary reduction agreement and in
accordance with Section 3.02.
	   
	[X]	(b) 	Matching contributions (other than safe harbor matching contributions under Section 3.01(d)). The matching
contributions made in accordance with Section 3.03.
	   
	[X]	(c) 	Nonelective contributions (profit sharing). The following nonelective contribution (Choose (1) or (2) or both as
applicable): [Note: The Employer may designate as a qualified nonelective contribution, all or any portion of its
nonelective contribution. See Plan Section 3.04(F).]
	   
		[X]	(1) 	Discretionary. An amount the Employer in its sole discretion may determine.
	   
		[n/a]	(2) 	Fixed. The following amount: ______
	   
	[n/a]	(d) 	401(k) safe harbor contributions. The following 401(k) safe harbor contributions described in Plan Section
14.02(D): (Choose one of(I), (2) or (3). Choose (4), if applicable)
	   
		[n/a]	(1) 	Safe harbor nonelective contribution. The safe harbor nonelective contribution equals __% of a
Participant's Compensation [Note: the amount in the blank must be at least 3%.].
	   
		[n/a] 	(2) 	Basic safe harbor matching contribution. A matching contribution equal to 100% of each Participant's
deferral contributions not exceeding 3% of the Participant's Compensation, plus 50% of each Participant's
deferral contributions in excess of 3% but not in excess of 5% of the Participant's Compensation. For this
purpose, "Compensation" means Compensation for: ______. [Note: The Employer must complete the
blank line with the applicable time period for computing the Employer's basic safe harbor match, such as
"each payroll period," "each month," "each Plan Year quarter" or "the Plan Year".]
	   
		[n/a]	(3) 	Enhanced safe harbor matching contribution. (Choose one of a. or b.).
	   
			[n/a]	a. 	Uniform percentage. An amount equal to ~% of each Participant's deferral contributions not
exceeding _% of the Participant's Compensation. For this purpose, "Compensation" means
Compensation for: ________. [See the Note in (d)(2).] -
	   
			[n/a] 	b. 	Tiered formula. An amount equal to the specified matching percentage for the corresponding
level of each Participant's deferral contribution percentage. For this purpose, "Compensation"
means Compensation for: ______. [See the Note in (d)(2).]
	   
					Deferral Contribution Percentage		Matching Percentage
	   
					__________				__________
					__________				__________
					__________				__________





[Note: The matching percentage may not increase as the deferral contribution percentage increases and the enhanced matching formula
otherwise must satisfy the requirements of Code § 401(k)(12)(B)(ii) and (iii). If the Employer wishes to avoidACP testing on its enhanced
safe harbor matching contribution, the Employer also must limit deferral contributions taken into account (the "Deferral Contribution
Percentage")for the matching contribution to 6% of Plan Year Compensation.]




		[n/a] 	(4) 	Another plan. The Employer will satisfy the 401(k) safe harbor contribution in the following plan:
	   
	[n/a]	(e) 	Davis-Bacon contributions. The amount(s) specified for the applicable Plan Year or other applicable penod in the
Employer's Davis-Bacon contract(s). The Employer will make a contribution only to Participants covered by the
contract and only with respect to Compensation paid under the contract. If the Participant accrues an allocation of
nonelective contributions (including forfeitures) under the Plan in addition to the Davis-Bacon contribution, the
Plan Administrator will: (Choose one of(1) or (2))
	   
		[n/a] 	(1) 	Not reduce the Participant's nonelective contribution allocation by the Davis-Bacon contribution.



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		[n/a] 	(2) 	Reduce the Participant's nonelective contribution allocation by the Davis-Bacon contribution.
	   
	[n/al	(f) 	Frozen Plan. This Plan is a frozen Plan effective: ______. For any period following the specified date, the
Employer will not contribute to the Plan, a Participant may not contribute and an otherwise eligible Employee will
not become a Participant in the Plan.





14.	DEFERRAL CONTRIBUTIONS (3.02). The following limitations and terms apply to an Employee's deferral contributions: (If
the Employer elects Section 3.01(a), the Employer must elect (a). Choose (b) or (c) as applicable)




	[X]	(a) 	Limitation on amount. An Employee's deferral contributions are subject to the following limitation(s) in addition to
those imposed by the Code: (Choose (1), (2) or (3) as applicable)
	   
		[n/a]	(1) 	Maximum deferral amount: _______
		[X]	(2) 	Minimum deferral amount:      2%   .
		[X]	(3) 	No limitations.





For the Plan Year in which an Employee first becomes a Participant, the Plan Administrator will apply any percentage limitation the
Employer elects in (1) or (2) to the Employee's Compensation: (Choose one of(4) or (5) unless the Employer elects (3))




		[n/a] 	(4) 	Only for the portion of the Plan Year in which the Employee actually is a Participant.
	   
		[X]	(5) 	For the entire Plan Year.
	   
	[n/a]	(b) 	Negative deferral election. The Employer will withhold % from the Participant's Compensation unless the
Participant elects a lesser percentage (including zero) under his/her salary reduction agreement. See Plan Section
14.02(C). The negative election will apply to: (Choose one of(1) or (2))
	   
		[n/a] 	(1) 	All Participants who have not deferred at least the automatic deferral amount as of: ______ [n/a] (2) Each
Employee whose Plan Entry Date is on or following the negative election effective date.
	   
	[n/a]	(c) 	Cash or deferred contributions. For each Plan Year for which the Employer makes a designated cash or deferred
contribution under Plan Section 14.02(B), a Participant may elect to receive directly in cash not more than the
following portion (or, if less, the 402(g) limitation) of his/her proportionate share of that cash or deferred
contribution: (Choose one of(1) or (2))
	   
		[n/a]	(1) All or any portion.
	   
		[n/a] 	(2)	_____%.





Modification/revocation of salary reduction agreement. A Participant prospectively may modify or revoke a salary reduction agreement,
or may file a new salary reduction agreement following a prior revocation, at least once per Plan Year or during any election period
specified by the basic plan document or required by the Internal Revenue Service. The Plan Administrator also may provide for more
frequent elections in the Plan's salary reduction agreement form.




15.	MATCHING CONTRIBUTIONS (INCLUDING ADDITIONAL SAFE HARBOR MATCH UNDER PLAN SECTION
14.02(D)(3)) (3.03). The Employer matching contribution is: (If the Employer elects Section 3.01(b), the Employer must elect one or more
of(a), (b) or (c) as applicable. Choose (d) if applicable)




	[X]	(a) 	Fixed formula. An amount equal to    150    % of each Participant's deferral contributions.
	   
	[n/a]	(b) 	Discretionary formula. An amount (or additional amount) equal to a matching percentage the Employer from time
to time may deem advisable of the Participant's deferral contributions. The Employer, in its sole discretion, may
designate as a qualified matching contribution, all or any portion of its discretionary matching contribution. The
portion of the Employer's discretionary matching contribution for a Plan Year not designated as a qualified
matching contribution is a regular matching contribution.
	   
	[n/a]	(c) 	Multiple level formula. An amount equal to the following percentages for each level of the Participant's deferral
contributions. [Note: The matching percentage only will apply to deferral contributions in excess of the previous
level and not in excess of the stated deferral contribution percentage.]







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	   	   	   	   	Deferral Contributions		Matching Percentage
	   
					__________				__________
					__________				__________
					__________				__________
	   								
	[n/a]	(d)	Related Employers. If two or more Related Employers contribute to this Plan, the Plan Administrator will allocate
matching contributions and matching contribution forfeitures only to the Participants directly employed by the
contributing Employer. The matching contribution formula for the other Related Employer(s) is: . . [Note: If the
Employer does not elect (d), the Plan Administrator will allocate all matching contributions and matching
forfeitures wit1ior~t regard to which contributing Related Employer directly employs the Participant.]





Time period for matching contributions. The Employer will determine its matching contribution based on deferral contributions made
during each: (Choose one of(e) through (h))




	[n/a]	(e) 	Plan Year.
	   
	[n/a]	(f) 	Plan Year quarter.
	   
	[n/a]	(g) 	Payroll period.
	   
	[X]	(h) 	Alternative time period:  monthly  . [Note: Any alternative time period the Employer elects in (h) must be the
same for all Participants and may not exceed the Plan Year.]





Deferral contributions taken into account. In determining a Participant's deferral contributions taken into account for the above-specified
time period under the matching contribution formula, the following limitations apply: (Choose one of(i), (j) or (k))




	[n/a] 	(i) 	All deferral contributions. The Plan Administrator will take into account all deferral contributions.
	   
	[X]	(j) 	Specific limitation. The Plan Administrator will disregard deferral contributions exceeding    2    % of the
Participant's Compensation. [Note: To avoid the ACP test in a safe harbor 401(k) plan, the Employer must limit
deferrals and Employee contributions which are subject to match to 6% of Plan Year Compensation.]
	   
	[n/a]	(k) 	Discretionary. The Plan Administrator will take into account the deferral contributions as a percentage of the
Participant's Compensation as the Employer determines.





Other matching contribution requirements. The matching contribution formula is subject to the following additional requirements:
(Choose (I) or (m) or both if applicable)




	[X] 	(1) 	Matching contribution limits. A Participant's matching contributions may not exceed: (Choose one of(1) or (2))
	   
		[X]	(1)	3%  . [Note: The Employer may elect (1) to place an overall dollar or percentage limit on marching
contributions.]
	   
		[n/a]	(2) 	4% of a Participant's Compensation for the Plan Year under the discretionary matching contribution
formula. [Note: The Employer must elect (2) if it elects a discretionary marching formula with the safe
harbor 401(k) contribution formula and wishes to avoid the ACP test.]
	   
	[n/a]	(m) 	Qualified matching contributions. The Plan Administrator will allocate as qualified matching contributions, the
matching contributions specified in Adoption Agreement Section: ______. The Plan Administrator will allocate all
other matching contributions as regular matching contributions. [Note: If the Employer elects Iwo matching
formulas, the Employer may use (m) to designate one of the formulas as a qualified matching contribution.]





16.	CONTRIBUTION ALLOCATION (3.04).




Employer nonelective contributions (3.04(A)).  The Plan Administrator will allocate the Employer's nonelective contribution under the
following contribution allocation formula: (Choose one of(a), (b) or (c). Choose (d) if applicable)




	[n/a]	(a) 	Nonintegrated (pro rata) allocation formula.
	   
	[X]	(b) 	Permitted disparity. The following permitted disparity formula and definitions apply to the Plan: (Choose one of
(1) or (2). Also choose (3))
	   
		[X]	(1) 	Two-tiered allocation formula.





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		[n/a]	(2) 	Four-tiered allocation formula.
	   
		[X]	(3) 	For purposes of Section 3.04(b), "Excess Compensation" means Compensation in excess of: (Choose one
of a. or b.)
	   
			[X]	a.	80 % of the taxable wage base in effect on the first day of the Plan Year, rounded to the next
highest $ 100  (not exceeding the taxable wage base).
	   
			[n/a]	b. 	The following integration level: ______

[Note: The integration level cannot exceed the taxable wage base in effect for the Plan Year for
which this Adoption Agreement first is effective.
	   
	[n/a]	(c) 	Uniform points allocation formula. Under the uniform points allocation formula, a Participant receives: (Choose
(1) or both (1) and (2) as applicable)
	   
		[n/a]	(1)	_________ point(s) for each Year of Service. Year of Service means:
	   
		[n/a] 	(2) 	One point for each $_________  [not to exceed $200] increment of Plan Year Compensation.
	   
	[n/a]	(d) 	Incorporation of contribution formula. The Plan Administrator will allocate the Employer's nonelective
contribution under Section(s) 3.Ol(c)(2), (d)(1) or (e) in accordance with the contribution formula adopted by the
Employer under that Section.
	   
	Qualified nonelective contributions. (3.04(F)). The Plan Administrator will allocate the Employer's qualified nonelective
contributions to: (Choose one of(e) or (.f))
	   
	[X]	(e) 	Nonhighly compensated Employees only. 
	   
	[n/a]	(f)	All Participants.
	   
	Related Employers. (Choose (g) if applicable)
	   
	[X]	(g) 	Allocate only to directly employed Participants. If two or more Related Employers adopt this Plan, the Plan
Administrator will allocate all nonelective contributions and forfeitures attributable to nonelective contributions
only to the Participants directly employed by the contributing Employer. If a Participant receives Compensation
from more than one contributing Employer, the Plan Administrator will determine the allocations under this Section
3.04 by prorating the Participant's Compensation between or among the participating Related Employers. [Note: If
the Employer does not elect 3.04(g), the Plan Administrator will allocate all nonelective contributions and
forfeitures without regard to which contributing Related Employer directly employs the Participant. The Employer
may not elect 3.04(g) under a safe harbor 401(k) Plan.]






17. 	FORFEITURE ALLOCATION (3.05). The Plan Administrator will allocate a Participant forfeiture: (Choose one or more of(a),
(b) or (c) as applicable) [Note: Even if the Employer elects immediate vesting, the Employer should complete Section 3.05. See Plan
Section 9.11.]




	[X]	(a) 	Matching contribution forfeitures. To the extent attributable to matching contributions: (Choose one of(1)
through (4))
	   
		[n/a] 	(1) 	As a discretionary matching contribution.
	   
		[X]	(2) 	To reduce matching contributions.
	   
		[n/a]	(3) 	As a discretionary nonelective contribution.
	   
		[n/a] 	(4) 	To reduce nonelective contributions.
	   
	[X]	(b) 	Nonelective contribution forfeitures. To the extent attributable to Employer nonelective contributions: (Choose
one of(1) through (4))
	   
		[n/a] 	(1) 	As a discretionary nonelective contribution.
	   
		[n/a] 	(2) 	To reduce nonelective contributions.
	   
		[n/a] 	(3) 	As a discretionary matching contribution.





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		[X]	(4) To reduce matching contributions.
	   
	[n/a]	(c) 	Reduce administrative expenses. First to reduce the Plan's ordinary and necessary administrative expenses for the
Plan Year and then allocate any remaining forfeitures in the manner described in Sections 3.05(a) or (b) as
applicable. 
	   
	Timing of forfeiture allocation. The Plan Administrator will allocate forfeitures under Section 3.05 in the Plan Year: (Choose one
of(d) or (e))
	   
	[n/a]	(d) 	In which the forfeiture occurs.
	   
	[X]	(e) 	Immediately following the Plan Year in which the forfeiture occurs.





18.	ALLOCATION CONDITIONS (3.06).




Allocation conditions. The Plan does not apply any allocation conditions to deferral contributions, 401(k) safe harbor contributions (under
Section 3.01(d)) or to Davis-Ba~on-contributions (except as the Davis-Bacon contract provides). To receive an allocation of matching
contributions, nonelective contributions, qualified nonelective contributions or Participant forfeitures, a Participant must satisfy the
following allocation condition(s): (Choose one or more of(a) through (i) as applicable)




	[X]	(a) 	Hours of Service condition. The Participant must complete at least the specified number of Hours of Service (not
exceeding 1,000) during the Plan Year: 1,000
	   
	[X]	(b) 	Employment condition. The Participant must be employed by the Employer on the last day of the plan  year
(designate time period).
	   
	[n/a]	(c) 	No allocation conditions.
	   
	[n/a]	(d) 	Elapsed Time Method. The Participant must complete at least the specified number (not exceeding 182) of
consecutive calendar days of employment with the Employer during the Plan Year: ______.
	   
	[n/a] 	(e) 	Termination of Service/501 Hours of Service coverage rule. The Participant either must be employed by the
Employer on the last day of the Plan Year or must complete at least 501 Hours of Service during the Plan Year. If
the Plan uses the Elapsed Time Method of crediting Service, the Participant must complete at least 91 consecutive
calendar days of employment with the Employer during the Plan Year. 
	   
	[n/a] 	(f) 	Special allocation conditions for matching contributions. The Participant must complete at least ______ Hours of
Service during the _______ (designate time period) for the matching contributions made for that time period.
	   
	[X]	(g) 	Death, Disability or Normal Retirement Age. Any condition specified in Section 3.06   (a) (b)   applies if the
Participant incurs a Separation from Service during the Plan Year on account of: Normal Retirement Age (e.g.,
death, Disability or Normal Retirement Age).
	   
	[X]	(h) 	Suspension of allocation conditions for coverage. The suspension of allocation conditions of Plan Section 3.06(E)
applies to the Plan.
	   
	[n/a]	(i) 	Limited allocation conditions. The Plan does not impose an allocation condition for the following-types of
contributions: ______. [Note: Any election to limit the Plan's allocation conditions to certain contributions must be
the same for all Participants, be definitely determinable and not discriminate in favor of Highly Compensated
Employees.]





ARTICLE IV


PARTICIPANT CONTRIBUTIONS



19.	EMPLOYEE (AFTER TAX) CONTRIBUTIONS (4.02). The following elections apply to Employee contributions:


(Choose one of(a) or (b). Choose (c) if applicable)




	[X]	(a) 	Not permitted. The Plan does not permit Employee contributions.
	   
	[n/a]	(b) 	Permitted. The Plan permits Employee contributions subject to the following limitations: ______ . [Note: Any
designated limitation(s) must be the same for all Participants, be definitely determinable and not discriminate in
favor of Highly Compensated Employees.]
	   
	[n/a] 	(c) 	Matching contribution. For each Plan Year, the Employer's matching contribution made with respect to Employee
contributions is: ______.





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ARTICLE V


VESTING REQUIREMENTS



20. 	NORMAL/EARLY RETIREMENT AGE (5.01). A Participant attains Normal Retirement Age (or Early Retirement Age, if
applicable) under the Plan on the following date: (Choose one of(a) or (b). Choose (c) if applicable)




	[X]	(a) 	Specific age. The date the Participant attains age    65   . [Note: The age may not exceed age 65.]
	   
	[n/a]	(b) 	Age/participation. The later of the date the Participant attains _______ years of age or the ______ anniversary of
the first day of the Plan Year in which the Participant commenced participation in the Plan. [Note: The age may not
exceed age 65 and the anniversary may not exceed the 5th.] 
	   
	[n/a]	(c) 	Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains age ______ or (ii) the
date a Participant reaches his/her _______ anniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan.





21.	PARTICIPANT'S DEATH OR DISABILITY (5.02). The 100% vesting rule under Plan Section 5.02 does not apply to:


(Choose (a) or (b) or both as applicable)




	[X]	(a) 	Death.
	   
	[X]	(b) 	Disability.





22.	VESTING SCHEDULE  (5.03). A Participant has a 100% Vested interest at all times in his/her deferral contributions, qualified
nonelective contributions, qualified matching contributions, 401(k) safe harbor contributions and Davis-Bacon contributions (unless
otherwise indicated in (f). The following vesting schedule applies to Employer regular matching contributions and to Employer nonelective
contributions: (Choose (a) or choose one or more of(b) through (f) as applicable)




	[n/a]	(a) 	Immediate vesting. 100% Vested at all times. [Note: The Employer must elect (a) if the Service condition under
Section 2.01 exceeds One Year of Service or more than twelve months.]
	   
	[X]	(b) 	Top-heavy vesting schedules. [Note: The Employer must choose one of(b)(1), (2) or (3) if it does not elect (a).]
	   
		[X]	(1) 	6-year graded as specified in the
Plan.		[n/a] 	(3) 	Modified top-heavy schedule
		[n/a]	(2) 	3-year cliff as specified in the Plan.
	   
								Years of

Service	Vested


Percentage
	   
								Less than 1	___%
								1	___%
								2	___%
								3	___%
								4	___%
								5	___%
								6 or more	___%
	   
	[X]	(c) 	Non-top-heavy vesting schedules. [Note: The Employer may elect one of(c)(1), (2) or (3) in addition to (b).]
	   
		[X]	(1) 	7-year graded as specified in the
Plan.		[n/a] 	(3) 	Modified non-top-heavy schedule
		[n/a]	(2) 	5-year cliff as specified in the Plan.
	








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	   	   	   	   	   	   	   	Years of

Service	Vested


Percentage
	   
								Less than 1	___%
								1	___%
								2	___%
								3	___%
								4	___%
								5	___%
								6	___%
								7 or more	___%






If the Employer does not elect (c), the vesting schedule elected in (b) applies to all Plan Years. [Note: The modified top-heavy schedule
of (b)(3) must satisfy Code § 416. If the Employer elects (c)(3), the modified non-top-heavy schedule must satisfy Code § 411(a)(2).] 




	[n/a]	(d) 	Separate vesting election for regular matching contributions. In lieu of the election under (a), (b) or (c), the
following vesting schedule applies to a Participant's regular matching contributions: (Choose one of(1) or (2))
	   
		[n/a]	(1) 	100% Vested at all times.
	   
		[n/a] 	(2) 	Regular matching vesting schedule: ______.  [Note: The vesting schedule completed under (d)(2) must
comply with Code § 41 I(a)(4).]
	   
	[n/a]	(e) 	Application of top-heavy schedule. The non-top-heavy schedule elected under (c) applies in all Plan Years in which
the Plan is not a top-heavy plan. [Note: If the Employer does not elect (e), the top-heavy vesting schedule will apply
for the first Plan Year in which the Plan is top-heavy and then in all subsequent Plan Years.]
	   
	[n/a]	(f) 	Special vesting
provisions:	 [Note: Any special vesting provision must satisfy Code § 411(a). Any special vesting
provision must be definitely determinable, not discriminate in favor of Highly
Compensated Employees and not violate Code § 401(a)(4).]





23. YEAR OF SERVICE - VESTING (5.06). (Choose (a) and (b)): [Note: If the Employer elects the Elapsed Time Method or elects
immediate vesting, the Employer should not complete (a) or (b).]




	[X]	(a) 	Year of Service. An Employee must complete at least    1,000    Hours of Service during a vesting computation
period to receive credit for a Year of Service under Article V. [Note: The number may nor exceed 1,000. If left
blank, the requirement is 1,000.]
	   
	[X] 	(b) 	Vesting computation period. The Plan measures a Year of Service on the basis of the following 12-consecutive
month period: (Choose one of(1) or (2))
	   
		[X]	(1) 	Plan Year.
	   
		[n/a] 	(2) 	Employment year (anniversary of Employment Commencement Date).





24.	 EXCLUDED YEARS OF SERVICE - VESTING (5.08). The Plan excludes the following Years of Service for purposes of
vesting: (Choose (a) or choose one or more of(b) through (f) as applicable)




	[X]	(a) 	None. None other than as specified in Plan Section 5.08(a).
	   
	[n/a] 	(b) 	Age 18. Any Year of Service before the Year of Service during which the Participant attained the age of 18.
	   
	[n/a]	(c) 	Prior to Plan establishment. Any Year of Service during the period the Employer did not maintain this Plan or a
predecessor plan.





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	[n/a] 	(d) 	Parity Break in Service. Any Year of Service excluded under the rule of panty. See Plan Section 5.10.
	   
	[n/a] 	(e) 	Prior Plan terms. Any Year of Service disregarded under the terms of the Plan as in effect prior to this restated
Plan.
	   
	[n/a]	(f) 	Additional exclusions. Any Year of Service before:___. 
			[Note: Any exclusion specified under (f) must comply with Code § 41 1(a)(4). Any exclusion must be definitely
determinable, not discriminate in favor of Highly Compensated Employees and not violate Code § 401(a)(4). If the
Employer elects immediate vesting, the Employer should not complete Section 5.08.]





ARTICLE VI


DISTRIBUTION OF ACCOUNT BALANCE


25.	TIME OF PAYMENT OF ACCOUNT BALANCE (6.01). The following time of distribution elections apply to the Plan:




Separation from Service/Vested Account Balance not exceeding $5,000. Subject to the limitations of Plan Section 6.01(A)(1), the
Trustee will distribute in a lump sum (regardless of the Employer's election under Section 6.04) a separated Participant's Vested Account
Balance not exceeding $5,000: (Choose one of(a) through (d))




	[X]	 (a) 	Immediate. As soon as administratively practicable following the Participant's Separation from Service.
	    
	[n/a]	(b) 	Designated Plan Year. As soon as administratively practicable in the _______ Plan Year beginning after the
Participant's Separation from Service.
	    
	[n/a]	(c) 	Designated Plan Year quarter. As soon as administratively practicable in the ______ Plan Year quarter beginning
after the Participant's Separation from Service.
	    
	[n/a]	(d) 	Designated distribution. As soon as administratively practicable in the: ______ following the Participant's
Separation from Service. [Note: The designated distribution time must be the same for all Participants, be definitely
determinable, not discriminate in favor of Highly Compensated Employees and not violate Code § 401(a)(4).]





Separation from Service/Vested Account Balance exceeding $5,000. A separated Participant whose Vested Account Balance


exceeds $5,000 may elect to commence distribution of his/her Vested Account Balance no earlier than: (Choose one of(e)


through (i). Choose (j) if applicable)




	[X]	(e) 	Immediate. As soon as administratively practicable following the Participant's Separation from Service.
	   
	[n/a]	(f)	Designated Plan Year. As soon as administratively practicable in the ______ Plan Year beginning after the
Participant's Separation from Service.
	   
	[n/a]	(g) 	Designated Plan Year quarter. As soon as administratively practicable in the ______ Plan Year quarter following
the Plan-Year quarter in which the Participant elects to receive a distribution.
	   
	[n/a] 	(h) 	Normal Retirement Age. As soon as administratively practicable after the close of the Plan Year in which the
Participant attains Normal Retirement Age and within the time required under Plan Section 6.01(A)(2).
	   
	[n/a]	(i) 	Designated distribution. As soon as administratively practicable in the: ______ following the Participant's
Separation from Service. [Note: The designated distribution time must be the same for all Participants, be definitely
determinable, not discriminate in favor of Highly Compensated Employees and not violate Code § 401(a)(4).] 
	   
	[n/a]	(j)	Limitation on Participant's right to delay distribution. A Participant may not elect to delay commencement of
distribution of his/her Vested Account Balance beyond the later of attainment of age 62 or Normal Retirement Age.
			[Note: If the Employer does not elect (j), the Plan permits a Participant who has Separated from Service to delay
distribution until his/her required beginning date. See Plan Section 6.01(A)(2).] 





Participant elections prior to Separation from Service. A Participant, prior to Separation from Service may elect any of the following
distribution options in accordance with Plan Section 6.01(C). (Choose (k) or choose one or more of(l) through (o) as applicable). [Note: If
the Employer elects any in-service distributions option, a Participant may elect to receive one in-service distribution per Plan Year unless
the Plan's in-service distribution form provides for more frequent in-service distributions.]




	[n/a] 	(k) 	None. A Participant does not have any distribution option prior to Separation from Service, except as may be
provided under Plan Section 6.0 1(C).









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	[X]	(l) 	Deferral contributions. Distribution of all or any portion (as permitted by the Plan) of a Participant's Account
Balance attributable to deferral contributions if: (Choose one or more of(1), (2) or (3) as applicable)
	   
		[n/a]	(1) 	Hardship (safe harbor hardship rule). The Participant has incurred a hardship in accordance with Plan
Sections 6.09 and 14.11(A).
	   
		[X]	(2) 	Age. The Participant has -attained age    65    (Must be at least age 59 1/2).
	   
		[n/a]	(3) 	Disability. The Participant has incurred a Disability.
	   
	[X]	(m) 	Qualified nonelective contributions/qualified matching contributions/safe harbor contributions. Distribution of
all or any portion of a Participant's Account Balance attributable to qualified nonelective contributions, to qualified
matching contributions, or to 401(k) safe harbor contributions if: (Choose (1) or (2) or both as applicable)
	   
		[X]	(1) 	Age. The Participant has attained age    65    (Must be at least age 59 1/2).
	   
		[n/a]	(2) 	Disability. The Participant has incurred a Disability.
	   
	[X]	(n) 	Nonelective contributions/regular matching contributions. Distribution of all or any portion of a Participant's
Vested Account Balance attributable to nonelective contributions or to regular matching contributions if: (Choose
one or more of(l) through (5))
	   
		[X] 	(1) 	Age/Service conditions. (Choose one or more of a. through d. as applicable):
	   
			[X]	a.	Age. The Participant has attained age    65   
	   
			[n/a]	b. 	Two year allocations. The Plan Administrator has allocated the contributions to be distributed
for a period of not less than _______ Plan Years before the distribution date. [Note: The
minimum number of years is 2.]
	   
			[n/a]	c. 	Five years of participation. The Participant has participated in the Plan for at least ______
Plan Years. [Note: The minimum number of years is 5.]
	   
			[n/a]	d. 	Vested. The Participant is ______% Vested in his/her Account Balance. See Plan Section
5.03(A). [Note: If an Employer makes more than one election under Section 6.01(n)(1), a
Participant must satisfy all conditions before the Participant is eligible for the distribution.]
	   
		[n/a] 	(2) 	Hardship. The Participant has incurred a hardship in accordance with Plan Section 6.09.
	   
		[n/a] 	(3) 	Hardship (safe harbor hardship rule). The Participant has incurred a hardship in accordance with Plan
Sections 6.09 and 14.11(A).
	   
		[n/a]	(4) 	Disability. The Participant has incurred a Disability.
	   
		[n/a] 	(5) 	Designated condition. The Participant has satisfied the following condition(s): ______
	   			[Note: Any designated condition(s) must be the same
for all Participants, be definitely determinable and not
discriminate in favor of Highly Compensated
Employees.]	
	   
	[X]	(o) 	Participant contributions. Distribution of all or any portion of a Participant's Account Balance attributable to the
following Participant contributions described in Plan Section 4.01: (Choose one of(]), (2) or(3))
	   
		[X]	(1) 	All Participant contributions.
	   
		[n/a]	(2) 	Employee contributions only.
	   
		[n/a]	(3) 	Rollover contributions only. 





Participant loan default/offset.  See Section 6.08 of the Plan.




26.	DISTRIBUTION METHOD (6.03). A separated Participant whose Vested Account Balance exceeds $5,000 may elect
distribution under one of the following method(s) of distribution described in Plan Section 6.03: (Choose one or more of(a)


through (d) as applicable)




	[X]	(a) 	Lump sum.







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	[X]	(b) 	Installments.
	   
	[n/a]	(c) 	Installments for required minimum distributions only.
	   
	[n/a]	(d) 	Annuity distribution option(s): ___________.
			[Note: Any optional method of distribution may not be subject to Employer, Plan Administrator or Trustee
discretion.]





27.	JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor annuity distribution requirements of
Plan Section 6.04: (Choose one of(a) or (6))




	[X] 	(a) 	Profit sharing plan exception. Do not apply to a Participant, unless the Participant is a Participant described in
Section 6.04(H) of the Plan.
	   
	[n/a]	(b) 	Applicable. Apply to all Participants.





ARTICLE IX


PLAN ADMINISTRATOR DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS



28.	ALLOCATION OF NET INCOME, GAIN OR LOSS (9.08). For each type of contribution provided under the Plan, the Plan
allocates net income, gain or loss using the following method: (Choose one or more of(a) through (e) as applicable)




	[X] 	(a) 	Deferral contributions/Employee contributions. (Choose one or more of(1) through (5) as applicable)
	   
		[X] 	(1) 	Daily valuation method. Allocate on each business day of the Plan Year during which Plan assets for
which there is an established market are valued and the Trustee is conducting business.
	   
		[n/a]	(2)	Balance forward method. Allocate using the balance forward method.
	   
		[n/a] 	(3) 	Weighted average method. Allocate using the weighted average method, based on the following
weighting period:   See Plan Section 14.12.
	   
		[n/a]	(4) 	Balance forward method with adjustment. Allocate pursuant to the balance forward method, except
treat as part of the relevant Account at the beginning of the valuation period _% of the contributions made
during the following valuation period:
	   
		[n/a] 	(5) 	Individual account method. Allocate using the individual account method. See Plan Section 9.08.
	   
	[X] 	(b) 	Matching contributions. (Choose one or more of(1) through (5) as applicable)
	   
		[n/a]	(1) 	Daily valuation method. Allocate on each business day of the Plan Year during which Plan assets for
which there is an established market are valued and the Trustee is conducting business. 
	   
		[n/a]	(2) 	Balance forward method. Allocate using the balance forward method.
	   
		[n/a] 	(3) 	Weighted average method. Allocate using the weighted average method, based on the following
weighting period: ______. See Plan Section 14.12.
	   
		[n/a] 	(4) 	Balance forward method with adjustment. Allocate pursuant to the balance forward method, except
treat as part of the relevant Account at the beginning of the valuation period .....% of the contributions
made during the following valuation period:
	   
		[X] 	(5) 	Individual account method. Allocate using the individual account method. See Plan Section 9.08.
	   
	[X] 	(c) 	Employer nonelective contributions. (Choose one or more of(1) through (5) as applicable)
	   
		[X]	(1) 	Daily valuation method. Allocate on each business day of the Plan Year during which Plan assets for
which there is an established market are valued and the Trustee is conducting business. 
	   
		[n/a]	(2) 	Balance forward method. Allocate using the balance forward method.
	   
		[n/a]	(3) 	Weighted average method. Allocate using the weighted average method, based on the following
weighting period: ______. See Plan Section 14.12.





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		[n/a]	(4) 	Balance forward method with adjustment. Allocate pursuant to the balance forward method, except
treat as part of the relevant Account at the beginning of the valuation period of the contributions made
during the following valuation period:
	
		[n/a] 	(5) 	Individual account method. Allocate using the individual account method. See Plan Section 9.08.
	
	[n/a] 	(d) 	Specified method. Allocate pursuant to the following method: ______. 
			[Note: The specified method must be a definite predetermined formula which is not based on Compensation, which
satisfies the nondiscrimination requirements of Treas. Reg. § 1.401(a)(4) and which is applied uniformly to all
Participants.]
	
	[n/a]	(e) 	Interest rate factor. In accordance with Plan Section 9.08(E), the Plan includes interest at the following rate on
distributions made more than 90 days after the most recent valuation date: _______





ARTICLE X


TRUSTEE AND CUSTODIAN, POWERS AND DUTIES



29.	INVESTMENT POWERS (10.03). The following additional investment options or limitations apply under Plan Section
10.03:       N/A       . [Note: Enter "N/A" if not applicable.]




30. 	VALUATION OF TRUST (10.1-5). In addition to the last day of the Plan Year, the Trustee must value the Trust Fund on the
following valuation date(s): (Choose one of(a) through (d))




	[n/a]	(a) 	Daily valuation dates. Each business day of the Plan Year on which Plan assets for which there is an established
market are valued and the Trustee is conducting business.
	   
	[n/a] 	(b) 	Last day of a specified period. The last day of each ______ of the Plan Year.
	   
	[n/a] 	(c) 	Specified dates: ______. 
	   
	[X] 	(d) 	No additional valuation dates.



































































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Execution Page




	The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, accepts its position and agrees to all of the
obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Prototype Plan and Trust. The Employer hereby
agrees to the provisions of this Plan and Trust, and in witness of its agreement, the Employer by its duly authorized officers, has executed
this Adoption Agreement, and the Trustee (and Custodian, if applicable) has signified its acceptance, on:  October    16   , 2003.




		Name of Employer: Citizens Community Federal
		Employer's EIN: 39-0859926
		Signed:	  /s/  John D. Zettler
			

	[Name/Title]
		
		Name(s) of Trustee:
		
			Citizens Community Federal
			  /s/  John D. Zettler
			   
			   
			
		Trust EIN (Optional):
			39-2006831
		Signed:	
			

	[Name/Title]
			
		Name of Custodian (Optional):
			
		Signed:	
			

	[Name/Title]





31.	Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA reporting purposes (Form 5500 Series) is:   
002   




Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the
Employer's Plan. The Employer only may use this Adoption Agreement in conjunction with the basic plan document referenced by its
document number on Adoption Agreement page one.




Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to
Adoption Agreement Section(s) 1.30 effective November 1, 2003 , by substitute Adoption Agreement page number(s) 3.




Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first page of the basic plan document will notify all adopting
employers of any amendment of this Prototype Plan or of any abandonment or discontinuance by the Prototype Plan Sponsor of its
maintenance of this Prototype Plan. For inquiries regarding the adoption of the Prototype Plan, the Prototype Plan Sponsor's intended
meaning of any Plan provisions or the effect of the opinion letter issued to the Prototype Plan Sponsor, please contact the Prototype Plan
Sponsor at the following address and telephone number: 500 3rd Street, Suite 400, P.O. Box  8010, Wausau, WI 54402                  .




Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained from the IRS an opinion letter specifying the form of this
Adoption Agreement and the basic plan document satisfy, as of the date of the opinion letter, Code § 401. An adopting Employer may rely
on the Prototype Sponsor's IRS opinion letter only to the extent provided in Announcement 2001-77, 200 1-30 I.R.B. The Employer may
not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the
opinion letter and in Announcement 2001-77. In order to have reliance in such circumstances or with respect to such qualification
requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the Internal Revenue Service.










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APPENDIX A


TESTING ELECTIONS/EFFECTIVE DATE ADDENDUM




32.	The following testing elections and special effective dates apply: (Choose one or more of(a) through (n) as applicable)




	[n/a] 	(a) 	Highly Compensated Employee (1.14). For Plan Years beginning after ______, the Employer makes the following
election(s) regarding the definition of Highly Compensated Employee:
	   		(1)	[n/a]	Top paid group election.
			(2)	[n/a]	Calendar year data election (fiscal year plan).
	   
	[X]	(b) 	401(k) current year testing. The Employer will apply the current year testing method in applying the ADP and
ACP tests effective for Plan Years beginning after: December 31, 2001  . [Note: For Plan Years beginning on or
after the Employer's execution of its "GUST" restatement, the Emp-loyer must use the same testing method within
the same Plan Year for both the ADP and A CP tests.]
	   
	[X]	(c)	Compensation. The Compensation definition under Section 1.07 will apply for Plan Years beginning after:
	 		   December 31, 2001  .
	   
	[n/a] 	(d) 	Election not to participate. The election not to participate under Section 2.06 is effective: _______
	   
	[n/a]	(e)	401(k) safe harbor. The 401(k) safe harbor provisions under Section 3.0 1(d) are effective: ______
	   
	[n/a]	(f)	Negative election. The negative election provision under Section 3.02(b) is effective: ______.
	   
	[n/a]	(g) 	Contribution/allocation formula. The specified contribution(s) and allocation method(s) under Sections 3.01 and
3.04 are effective: _______
	   
	[n/a] 	(h) 	Allocation conditions. The allocation conditions of Section 3.06 are effective: ______.
	   
	[X]	(i) 	Benefit payment elections. The distribution elections of Section(s)    6.01, 6.03, and 6.04    are effective:     January
1, 2002   .
	   
	[n/a]	(j) 	Election to continue pre-SBJPA required beginning date. A Participant may not elect to defer commencement of
the distribution of his/her Vested Account Balance beyond the April 1 following the calendar year in which the
Participant attains age 70 1/2. See Plan Section 6.02(A).
	   
	[X]	(k) 	Elimination of age 70 1/2 in-service distributions. The Plan eliminates a Participant's (other than a more than 5%
owner) right to receive in-service distributions on April 1 of the calendar year following the year in which the
Participant attains age 70 1/2 for Plan Years beginning after:   December 31, 2001
	   
	[X] 	(1) 	Allocation of earnings. The earnings allocation provisions under Section 9.08 are effective: December
31, 2001	.
	   
	[X]	(m) 	Elimination of optional forms of benefit. The Employer elects prospectively to eliminate the following optional
forms of benefit: (Choose one or more of(1), (2) and (3) as applicable)
	   
		[X]	(1) 	QJSA and QPSA benefits as described in Plan Sections 6.04, 6.05 and 6.06 effective:    December
31,2001.
	   
		[n/a] 	(2) 	Installment distributions as described in Section 6.03 effective: _______.
	   
		[n/a] 	(3) 	Other optional forms of-benefit (Any election to eliminate must be consistent with Treas. Reg. § 1.411(d)-4):
	   
	[n/a]	(n) 	Special effective date(s): _______





	For periods prior to the above-specified special effective date(s), the Plan terms in effect prior to its restatement under this
Adoption Agreement will control for purposes of the designated provisions. A special effective date may not result in the delay of a Plan
provision beyond the permissible effective date under any applicable law.














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APPENDIX B


GUST Remedial Amendment Period Elections




33.	The following GUST restatement elections apply: (Choose one or more of(a) through (I) as applicable)




	[X]	(a) 	Highly Compensated Employee elections. The Employer makes the following remedial amendment period elections
with respect to the Highly Compensated Employee definition:
	   
		(1)	1997:	[n/a]	Top paid group election.		[X]	Calendar year election.
				[n/a]	Calendar year data election.					
		(2)	1998:	[n/a]	Top paid group election.		[X]	Calendar year data election.
		(3)	1999:	[n/a]	Top paid group election.		[X]	Calendar year data election.
		(4)	2000:	[n/a]	Top paid group election.		[X]	Calendar year data election.
		(5)	2001:	[n/a]	Top paid group election.		[X]	Calendar year data election.
		(6)	2002:	[n/a]	Top paid group election.		[n/a]	Calendar year data election.
	   
	[X]	(b) 	401(k) testing methods. The Employer makes the following remedial amendment period elections with respect to
the ADP test and the ACP test: [Note: The Employer may use a different testing method for the ADP and ACP tests
through the end of the Plan Year in which the Employer executes its GUST restated Plan.]
			
ADP test			
ACP test
		(1)	1997:	[n/a] prior year	[X] current year		1997:	[n/a] prior year	[X] current year
		(2)	1998:	[X] prior year	[n/a] current year		1998:	[X] prior year	[n/a] current year
		(3)	1999:	[X] prior year	[n/a] current year		1999:	[X] prior year	[n/a] current year
		(4)	2000:	[X] prior year	[n/a] current year		2000:	[X] prior year	[n/a] current year
		(5)	2001:	[n/a] prior year	[X] current year		2001:	[n/a] prior year	[X] current year
		(6)	2002:	[n/a] prior year	[X] current year		2002:	[n/a] prior year	[X] current year
	   
	[n/a]	(c) 	Delayed application of SBJPA required beginning date. The Employer elects to delay the effective date for the
required beginning date provision of Plan Section 6.02 until Plan Years beginning after: ______
	   
	[X] 	(d) 	Model Amendment for required minimum distributions. The Employer adopts the IRS Model Amendment in Plan
Section 6.02(E) effective January 1, 2001.  [Note: The date must not be earlier than January 1, 2001.]






Defined Benefit Limitation




	[n/a]	(e) 	Code § 415(e) repeal. The repeal of the Code § 415(e) limitation is effective for Limitation Years beginning after ______ [Note: if the Employer does not make an election under (e), the repeal is effective for Limitation Years
beginning after December 31, 1999.]





Code § 415(e) limitation. To the extent necessary to satisfy the limitation under Plan Section 3.17 for Limitation Years beginning prior to
the repeal of Code § 415(e), the Employer will reduce: (Choose one of(,f) or (g))




	[n/a]	(f) 	The Participant's projected annual benefit under the defined benefit plan.
	   
	[n/a]	(g) 	The Employer's contribution or allocation on behalf of the Participant to the defined contribution plan and then, if
necessary, the Participant's projected annual benefit under the defined benefit plan.





Coordination with top-heavy minimum allocation. The Plan Administrator will apply the top-heavy minimum allocation provisions of
Article XII with the following modifications: (Choose (h) or choose (i) or (I) or both as applicable) 




	[n/a] 	(h) 	No modifications.
	
	[n/a]	(i) 	For Non-Key Employees participating only in this Plan, the top-heavy minimum allocation is the minimum
allocation determined by substituting _% (not less than 4%) for "3%," except: (Choose one of(1) or (2))
		[n/a]	(1) 	No exceptions.
		[n/a] 	(2) 	Plan Years in which the top-heavy ratio exceeds 90%.
	
	[n/a]	(j) 	For Non-Key Employees also participating in the defined benefit plan, the top-heavy minimum is: (Choose one
of(1) or(2))
		[n/a] 	(1) 	5% of Compensation irrespective of the contribution rate of any Key Employee: (Choose one of ca or b.)
			[n/a] 	a. 	No exceptions.
			[n/a] 	b. 	Substituting "7 1/2%" for "5%" if the top-heavy ratio does not exceed 90%.
		[n/a]	(2) 	0%. [Note: The defined benefit plan must satisfy the top-heavy minimum benefit requirement for these
Non-Key Employees.].





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Actuarial assumptions for top-heavy calculation. To determine the top-heavy ratio, the Plan Administrator will use the following interest
rate and mortality assumptions to value accrued benefits under a defined benefit plan:


































































































































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CHECKLIST OF EMPLOYER INFORMATION


AND EMPLOYER ADMINISTRATIVE ELECTIONS




Commencing with the    2002    Plan Year




	The Prototype Plan permits the Employer to make certain administrative elections not reflected in the Adoption Agreement. This
form lists those administrative elections and provides a means of recording the Employer's elections. This checklist is not part of the Plan
document.




34.	Employer Information.




	Citizens Community Federal

[Employer Name]
	3744 Spooner Avenue, P.O. Box 218


[Address]
	Altoona, Wisconsin 54720	(715) 836-9994
	[City, State and Zip Code]	[Telephone Number]






35.	Form of Business.




	   	(a)	[X]	Corporation	(b)	[n/a]	S Corporation
		(c)	[n/a]	Limited Liability Company	(d)	[n/a]	Sole Proprietorship
		(e)	[n/a]	Partnership	(f)	[n/a]	___________





36.	Section 1.07(F) - Nondiscriminatory definition of Compensation. When testing nondiscrimination under the Plan, the Plan
permits the Employee to make elections regarding the definition of Compensation. [Note: This election solely is for purposes of
nondiscrimination testing. The election does not affect the Employer's elections under Section 1.07 which apply for purposes of allocating
Employer contributions and Participant forfeitures.]




	   	(a)	[X]	The Plan will "gross up" Compensation for Elective Contributions.
	   			
		(b)	[n/a]	The Plan will exclude Elective Contributions.







37.	Section 4.04 - Rollover contributions.




	   	(a)	[X]	The Plan accepts rollover contributions.
	   
		(b)	[n/a]	The Plan does not accept rollover contributions.





38.	Section 8.06 - Participant direction of investment/404(c). The Plan authorizes Participant direction of investment with Trustee
consent. If the Trustee permits Participant direction of investment, the Employer and the Trustee should adopt a policy which establishes
the applicable conditions and limitations, including whether they intend the Plan to comply with ERISA § 404(c).




	   	(a)	[X] 	The Plan permits Participant direction of investment and is a 404(c) plan.
	   
		(b)	[n/a]	The Plan does not permit Participant direction of investment or is a non-404(c) plan.





39.	Section 9.04[A] -  Participant loans. The Plan authorizes the Plan Administrator to adopt a written loan policy to permit
Participant loans.




		(a)	[n/a]	The Plan permits Participant loans subject to the following conditions:
			(1)	[n/a] 	Minimum loan amount: $_____.
			(2)	[n/a] 	Maximum number of outstanding loans: ______
			(3)	[n/a] 	Reasons for which a Participant may request a loan: 
				a. 	[n/a] 	Any purpose.
				b.	[n/a] 	Hardship events.
				c.	[n/a] 	Other: _______
			(4)	[n/a] 	Suspension of loan repayments:
				a.	[n/a] 	Not permitted.
				b.	[n/a] 	Permitted for non-military leave of absence.
				c.	[n/a] 	Permitted for military service leave of absence. 
			(5)	[n/a] 	The Participant must be a party in interest.
		(b)	[X]	The Plan does not permit Participant loans.





40.	Section 11.01 - Life insurance. The Plan with Employer approval authorizes the Trustee to acquire life insurance.




	   	(a)	[n/a]	The Plan will invest in life insurance contracts.
	   
		(b)	[X]	The Plan will not invest in life insurance contracts.





41.	Surety bond company:	   See attached   	. Surety bond amount: $




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EGTRRA


AMENDMENT TO THE




CITIZENS COMMUNITY FEDERAL 401(K) PROFIT SHARING PLAN
































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ARTICLE I


PREAMBLE


	1.1	Adoption and effective date of amendment. This amendment of the plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued
thereunder. Except as otherwise provided, this amendment shall be effective as of the first day of the first plan year beginning
after December 31, 2001.
	   
	1.2	Adoption by prototype sponsor. Except as otherwise provided herein, pursuant to Section 5.01 of Revenue Procedure 2000-20 (or pursuant to the corresponding provision in Revenue Procedure 89-9 or Revenue Procedure 89-13), the sponsor hereby
adopts this amendment on behalf of all adopting employers.
	   
	1.3	Supersession of inconsistent provisions. This amendment shall supersede the provisions of the plan to the extent those
provisions are inconsistent with the provisions of this amendment.





ARTICLE II


ADOPTION AGREEMENT ELECTIONS


		



The questions in this Article II only need to be completed in order to override the default provisions set forth below. If
all of the default provisions will apply, then these questions should be skipped.
	   
		Unless the employer elects otherwise in this Article II, the following defaults apply:
			1)	The vesting schedule for matching contributions will be a 6 year graded schedule (if the plan
currently has a graded schedule that does not satisfy EGTRRA) or a 3 year cliff schedule (if the plan
currently has a cliff schedule that does not satisfy EGTRRA), and such schedule will apply to all
matching contributions (even those made prior to 2002).
			2)	Rollovers are automatically excluded in determining whether the $5,000 threshold has been
exceeded for  automatic cash-outs (if the plan is not subjeèt to the qualified joint and survivor
annuity rules and provides for automatic cash-outs). This is applied to all participants regardless of
when the distributable event occurred.
			3)	The suspension period after a hardship distribution is made will be 6 months and this will only apply
to hardship distributions made after 2001.
			4)	Catch-up contributions will be allowed.
	   	   	5)	For target benefit plans, the increased compensation limit of $200,000 will be applied retroactively
(i.e., to years prior to 2002).
		







2.1	Vesting Schedule for Matching Contributions



	   	If there are matching contributions subject to a vesting schedule that does not satisfy EGTRRA, then unless otherwise elected
below, for participants who complete an hour of service in a plan year beginning after December 31, 2001, the following
vesting schedule will apply to all matching contributions subject to a vesting schedule:
	   
		If the plan has a graded vesting schedule (i.e., the vesting schedule includes a vested percentage that is more than 0% and less
than 100%) the following will apply: -
	   
	   	   	Years of vesting service	Nonforfeitable percentage
		   	   	2	   	   	20%
				3			40%
				4			60%
				5			80%
				6			100%
	   
	   	If the plan does not have a graded vesting schedule, then matching contributions will be nonforfeitable upon the completion
of 3 years of vesting service.
	   
		In lieu of the above vesting schedule, the employer elects the following schedule:
	   	   	a.	[   ]	3 year cliff (a participant's accrued benefit derived from employer matching contributions shall
be nonforfeitable upon the participant's completion of three years of vesting service).
			b.	[   ]	6 year graded schedule (20% after 2 years of vesting service and an additional 20% for each
year thereafter).







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	   	c.	[   ]	Other (must be at least as liberal as a. or the b. above):
	   
	   	   	   	Years of vesting service	Nonforfeitable percentage
	   
	   	   	   	___________	   	  _______%
				___________		  _______%
				___________		  _______%
				___________		  _______%
				___________		  _______%
	   
	   	The vesting schedule set forth herein shall only apply to participants who complete an hour of service in a plan year beginning
after December 31, 2001, and, unless the option below is elected, shall apply to all matching contributions subject to a vesting
schedule.
	   
	   	d.	[   ]	The vesting schedule will only apply to matching contributions made in plan years beginning after
December 31, 2001 (the prior schedule will apply to matching contributions made in prior plan years).
	   
	2.2	Exclusion of Rollovers in Application of Involuntary Cash-out Provisions (for profit sharing-and 401(k) plans only). If
the plan is not subject to the qualified joint and survivor annuity rules and includes involuntary cash-out provisions, then
unless one of the options below is elected, effective for distributions made after December 31, 2001, rollover contributions
will be excluded in determining the value of the participant's nonforfeitable account balance for purposes of the plan's
involuntary cash-out rules.
		a.	[   ] 	Rollover contributions will not be excluded.
		b. 	[   ]	Rollover contributions will be excluded only with respect to distributions made after ______. (Enter a
date no earlier than December 31, 2001.)
		c. 	[   ]	Rollover contributions will only be excluded with respect to participants who separated from service after
______ (Enter a date. The date may be earlier than December 31, 2001.)
	   
	2.3	Suspension period of hardship distributions. If the plan provides for hardship distributions upon satisfaction of the safe
harbor (deemed) standards as set forth in Treas. Reg. Section I.401(k)-l(d)(2)(iv), then, unless the option below-is elected, the
suspension period following a hardship distribution shall only apply to hardship distributions made after December 31, 2001.
	   	   	[   ]	With regard to hardship distributions made during 2001, a participant shall be prohibited from making
elective deferrals and employee contributions under this and all other plans until the later of January 1,
2002, or 6 months after receipt of the distribution.
	   
	2.4	Catch-up contributions (for 401(k) profit sharing plans only): The plan permits catch-up contributions (Article VI) unless
the option below is elected.
	   	   	[   ]	The plan does not permit catch-up contributions to be made.
	   
	2.5	For target benefit plans only: The increased compensation limit ($200,000 limit) shall apply to years prior to 2002 unless
the option below is elected.
	   	   	[   ]	The increased compensation limit will not apply to years prior to 2002.





ARTICLE III


VESTING OF MATCHING CONTRIBUTIONS



	3.1	Applicability. This Article shall apply to participants who complete an Hour of Service after December 31, 2001, with respect
to accrued benefits derived from employer matching contributions made in plan years beginning after December 31, 2001.
Unless otherwise elected by the employer in Section 2.1 above, this Article shall also apply to all such participants with
respect to accrued benefits derived from employer matching contributions made in plan years beginning prior to January 1,
2002.
	   
	3.2	Vesting schedule. A participant's accrued benefit derived from employer matching contributions shall vest as provided in
Section 2.1 of this amendment.





ARTICLE IV


INVOLUNTARY CASH-OUTS


	4.1	Applicability and effective date. If the plan provides for involuntary cash-outs of amounts less than $5,000, then unless
otherwise elected in Section 2.2 of this amendment, this Article shall apply for distributions made after December 31, 2001,
and shall apply to all participants. However, regardless of the preceding, this Article shall not apply if the plan is subject to
the qualified joint and survivor annuity requirements of Sections 401 (a)( 11) and 417 of the Code.
	   
	4.2	Rollovers disregarded in determining value of account balance for involuntary distributions. For purposes of the







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	   	Sections of the plan that provide for the involuntary distribution of vested accrued benefits of $5,000 or less, the value of a
participant's nonforfeitable account balance shall be determined without regard to that portion of the account balance that is
attributable to rollover contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the participant's nonforfeitable account balance as so
determined is $5,000 or less, then the plan shall immediately distribute the participant's entire nonforfeitable account balance.





ARTICLE V


HARDSHIP DISTRIBUTIONS


	5.1	Applicability and effective date. If the plan provides for hardship distributions upon satisfaction of the safe harbor (deemed)
standards as set forth in Treas. Reg. Section l.401(k)-l(d)(2)(iv), then this Article shall apply for calendar years beginning
after 2001.
	   
	5.2	Suspension period following hardship distribution. A participant who receives a distribution of elective deferrals after
December 31, 2001, on account of hardship shall be prohibited from making elective deferrals and employee contributions
under this and all other plans of the employer for 6 months after receipt of the distribution. Furthermore. if elected by the
employer in Section 2.3 of this amendment, a participant who receives a distribution of elective deferrals in calendar year
2001 on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all
other plans until the later of January 1, 2002, or 6 months after receipt of the distribution.





ARTICLE VI


CATCH-UP CONTRIBUTIONS



Catch-up Contributions. Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective
deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account
for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not
be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(l 1), 401 (k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. 




ARTICLE VII


INCREASE IN COMPENSATION LIMIT



Increase in Compensation Limit. The annual compensation of each participant taken into account in determining allocations for any plan
year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section
40l(a)(17)(B) of the Code. Annual compensation means compensation during the plan year or such other consecutive 12-month period over
which compensation is otherwise determined under the plan (the determination period). If this is a target benefit plan, then except as
otherwise elected in Section 2.5 of this amendment, for purposes of determining benefit accruals in a plan year beginning after December
31, 2001, compensation for any prior determination period shall be limited to $200,000. The cost-of-living adjustment in effect for a
calendar year applies to annual compensation for the determination period that begins with or within such calendar year.




ARTICLE VIII


PLAN LOANS



Plan loans for owner-employees or shareholder-employees. If the plan permits loans to be made to participants, then effective for plan
loans made after December 31, 2001, plan provisions prohibiting loans to any owner-employee or shareholder-employee shall cease to
apply.




ARTICLE IX


LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)


	9.1	Effective date. This Section shall be effective for limitation years beginning after December 31, 2001.
	
	9.2	Maximum annual addition. Except to the extent permitted under Article VI of this amendment and Section 414(v) of the
Code, if applicable, the annual addition that may be contributed or allocated to a participant's account under the plan for any
limitation year shall not exceed the lesser of:
	   
		a.	$40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or
	   
		b.	100 percent of the participant's compensation, within the meaning of Section 415(c)(3) of the Code, for the
limitation year.







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





ARTICLE X


MODIFICATION OF TOP-HEAVY RULES


	10.1	Effective date. This Article shall apply for purposes of determining whether the plan is a top-heavy plan under Section 416(g)
of the Code for plan years beginning after December 31, 2001, and whether the plan satisfies the minimum benefits
requirements of Section 416(c) of the Code for such years. This Article amends the top-heavy provisions of the plan.
	   
	10.2	Determination of top-heavy status.
	   
	10.2.1	Key employee. Key employee means any employee or former employee (including any deceased employee) who at any time
during the plan year that includes the determination date was-an officer of the employer having annual compensation greater
than $130,000 (as adj usted under Section 41 6(i)( 1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000.
For this purpose, annual compensation means compensation within the meaning of Section 41 5(c)(3) of the Code. The
determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the applicable
regulations and-other guidance of general applicability issued thereunder.
	   
	10.2.2	Determination of present values and amounts. This Section 10.2.2 shall apply for purposes of determining the present values
of accrued benefits and the amounts of account balances of employees as of the determination date.
	   
	   	a.	Distributions during year ending on the determination date. The present values of accrued benefits and the amounts
of account balances of an employee as of the determination date shall be increased by the distributions made with
respect to the employee under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code
during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions
under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section
416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service,
death, or disability, this provision shall be applied by substituting "5-year period" for "1-year period."
	   
	   	b.	Employees not performing services during year ending on the determination date. The accrued benefits and
accounts of any individual who has not performed services for the employer during the 1-year period ending on the
determination date shall not be taken into account.
	   
	10.3	Minimum benefits.
	   
	10.3.1	Matching contributions. Employer matching contributions shall be taken into account for purposes of satisfying the minimum
contribution requirements of Section 41 6(c)(2) of the Code and the plan. The preceding sentence shall apply with respect to
matching contributions under the plan or, if the plan provides that the minimum contribution requirement shall be met in
another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution
requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other
requirements of Section 401(m) of the Code.
	   
	10.3.2	Contributions under other plans. The employer may provide, in an addendum to this amendment, that the minimum benefit
requirement shall be met in another plan (including another plan that consists solely of a cash or deferred arrangement which
meets the requirements of Section 401(k)(l2) of the Code and matching contributions with respect to which the requirements
of Section 401(m)(l I) of the Code are met). The addendum should include the name of the other plan, the minimum benefit
that will be provided under such other plan, and the employees who will receive the minimum benefit under such other plan.





ARTICLE XI


DIRECT ROLLOVERS



	11.1	Effective date. This Article shall apply to distributions made after December 31,2001.
	   
	11.2	Modification of definition of eligible retirement plan. For purposes of the direct rollover provisions of the plan, an eligible
retirement plan shall also mean 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







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	   	instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into
such plan from this plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving
spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in
Section 414(p) of the Code.
	   
	11.3	Modification of definition of eligible rollover distribution to exclude hardship distributions. For purposes of the direct
rollover provisions of the plan, any amount that is distributed on account of hardship shall not be an eligible rollover
distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible retirement
plan.
	   
	11.4	Modification of definition of eligible rollover distribution to include after-tax employee contributions. For purposes of the
direct rollover provisions in the plan, 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 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.





ARTICLE XII


ROLLOVERS FROM OTHER PLANS



Rollovers from other plans. The employer, operationally and on a nondiscriminatory basis, may limit the source of rollover contributions
that may be accepted by this plan.




ARTICLE XIII


REPEAL OF MULTIPLE USE TEST


Repeal of Multiple Use Test. The multiple use test described in Treasury Regulation Section 1.40l(m)-2 and the plan shall not apply for
plan years beginning after December 31, 2001.




ARTICLE XIV


ELECTIVE DEFERRALS


	14.1	Elective Deferrals - Contribution Limitation. No participant shall be permitted to have elective deferrals made under this plan,
or any other qualified plan maintained by the employer during any taxable year, in excess of the dollar limitation contained in
Section 402(g) of the Code in effect for such taxable year, except to the extent permitted under Article VI of this amendment
and Section 4 14(v) of the Code, if applicable.
	   
	14.2	Maximum Salary Reduction Contributions for SIMPLE plans. If this is a SIMPLE 401(k) plan, then except to the extent
permitted under Article VI of this amendment and Section 4 14(v) of the Code, if applicable, the maximum salary reduction
contribution that can be made to this plan is the amount determined under Section 408(p)(2)(A)(ii) of the Code for the
calendar year.





ARTICLE XV


SAFE HARBOR PLAN PROVISIONS


Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of the Code and the plan shall not apply in any year
beginning after December 31, 2001, in which the plan consists solely of a cash or deferred arrangement which meets the requirements of
Section 401 (k)( 12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(l 1) of the Code are
met.




ARTICLE XVI


DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT


	16.1	Effective date. This Article shall apply for distributions and transactions made after December 31, 2001, regardless of when
the severance of employment occurred.
	   
	16.2	New distributable event. A participant's elective deferrals, qualified nonelective contributions, qualified matching
contributions, and earnings attributable to these contributions shall be distributed on account of the participant's severance
from employment. However, such a distribution shall be subject to the other provisions of the plan regarding distributions,
other than provisions that require a separation from service before such amounts may be distributed.









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Except with respect to any election made by the employer in Article II, this amendment is hereby adopted by the prototype


sponsor on behalf of all adopting employers on:






[Sponsor's signature and Adoption Date are on file with Sponsor]




NOTE:	The employer only needs to execute this amendment if an election has been made in Article II of this amendment.




This amendment has been executed this ___________________ day of _____________________-








	Name of Employer:	Citizens Community Federal

	By:	   

EMPLOYER
		
	Name of Plan:	Citizens Community Federal 401(k) Profit
Sharing Plan
































































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WIPFLI ULLRICH BERTELSON LLP



DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST



















































































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Defined Contribution Prototype Plan




TABLE OF CONTENTS





	ARTICLE I. DEFINITIONS			3.16	Other Defined Contribution Plans Limitation	15
	1.01	Account	1		3.17	Defined Benefit Plan Limitation	15
	1.02	Accounting Balance or Accrued Benefit	1		3.18	Definitions - Article III	15
	1.03	Accounting Date	1		ARTICLE IV. PARTICIPANT CONTRIBUTIONS
	1.04	Adoption Agreement	1		4.01	Participant Contributions	18
	1.05	Beneficiary	1		4.2	Employee Contributions	18
	1.06	Code	1		1.03	DECs	18
	1.07	Compensation	1		4.04	Rollover Contributions	18
	1.08	Disability	2		4.05	Participant Contributions - Vesting	18
	1.09	Earned Income	2		4.06	Participant Contributions - Distribution	18
	1.10	Effective Date	3		4.07	Participant Contributions - Investment and	
	1.11	Employee	3			Accounting	18
	1.12	Employer	3		ARTICLE V. VESTING	
	1.13	ERISA	3		5.01	Normal/Early Retirement Age	19
	1.14	Highly Compensated Employee	3		5.02	Participant Death or Disability	19
	1.15	Hour of Service	3		5.03	Vesting Schedule	19
	1.16	Leased Employee	4		5.04	Cash-out Distributions to Partially-Vested	
	1.17	Nonhighly Compensated Employee	5			Participants/Restoration of Forfeited Account	
	1.18	Nontransferable Annuity	5			Balance	19
	1.19	Paired Plans	5		5.05	Accounting for Cash-Out Repayment	20
	1.20	Participant	5	   	5.06	Year of Service - Vesting	20
	1.21	Plan	5		50.7	Break in Service and Forfeiture Break in	
	1.22	Plan Administrator	5			Service - Vesting	20
	1.23	Plan Entry Date	5		5.08	Included Years of Service - Vesting	21
	1.24	Plan Year	5		5.09	Forfeiture Occurs	21
	1.25	Protected Benefit	5		5.10	Rule of Parity - Vesting	21
	1.26	Related Group/Related Employer	5		5.11	Amendment to Vesting Schedule	21
	1.27	Self-Employed Individual / Owner			5.12	Deferral Contributions Taken into Account	21
		Employee/ Shareholder-Employee	6		ARTICLE VI. DISTRIBUTIONS	
	1.28	Separation from Service	6		6.01	Timing of Distributions	22
	1.29	Service	6		6.02	Required Minimum Distributions	23
	1.30	Service with a Predecessor Employer	6		6.03	Method of Distribution	26
	1.31	Trust	6		6.04	Annuity Distributions to Participants and to	
	1.32	Trust Fund	6			Surviving Spouses	26
	1.33	Trustee	6		6.05	Waiver Election - QJSA	27
	1.34	Vested	6		6.06	Waiver Election - QPSA	27
	ARTICLE II. ELIGIBILITY AND PARTICIPATION			6.07	Distributions Under Qualified Domestic	
	2.01	Eligibility	7			Relations Orders (QDRO)	28
	2.02	Age and Service Conditions	7		6.08	Defaulted Loan - Timing of Offset	28
	2.03	Break in Service - Participation	7		6.09	Hardship Distribution	28
	2.04	Participation upon Re-employment	8		6.10	Direct Rollover of Eligible Rollover	
	2.05	Change in Employment Status	8			Distributions	29
	2.06	Election Not to Participate	8		6.11	TEFRA Elections	29
	ARTICLE III. EMPLOYER CONTRIBUTIONS AND			ARTICLE VII. EMPLOYER ADMINISTRATIVE	
	FORFEITURES			PROVISIONS	
	3.01	Employer Contributions	9		7.01	Information to Plan Administrator	30
	3.02	Deferral Contributions	9		7.02	No Responsibility for Others	30
	3.03	Matching Contributions	9		7.03	Indemnity of Certain Fiduciaries	30
	3.04	Employer Contribution Allocation	9		7.04	Employer Direction of Investment	30
	3.05	Forfeiture Allocation	11		7.05	Evidence	30
	3.06	Allocation Conditions	12		7.06	Plan Contributions	30
	3.07	Annual Additions Limitation	13		7.07	Employer Action	30
	3.08	Estimating Compensation	13		7.08	Fiduciaries Not Insurers	30
	3.09	Determination Based on Actual			7.09	Plan Terms Binding	30
		Compensation	13		7.10	Word Usage	30
	3.10	Disposition of Allocated Excess Amount	13		7.11	State Law	30
	3.11	Combined Plans Annual Additions			7.12	Prototype Plan Status	30
		Limitation	14		7.13	Employment Not Guaranteed	31
	3.12	Estimating Compensation	14		ARTICLE VIII. PARTICIPANT ADMINISTRATIVE	
	3.12	Determination Based on Actual			PROVISIONS	
		Compensation	14		8.01	Beneficiary Designation	32
	3.14	Ordering of Annual Addition Allocations	14		8.02	No Beneficiary Designation/Death of	
	3.15	Disposition of Allocated Excess Amount				Beneficiary	32
		Attributable to Plan	14		8.03	Assignment or Alienation	32









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	8.04	Information Available	32		13.04	Plan Termination or Suspension	49
	8.05	Claims Procedure for Denial of Benefits	33	   	13.05	Full Vesting on Termination	50
	8.06	Participant Direction of Investment	33		13.06	Post Termination Procedure and Distribution	50
	ARTICLE IX, PLAN ADMINISTRATOR			13.07	Merger/Direct Transfer	50
	9.01	Compensation and Expenses	34		ARTICLE XIV, CODE § 401(k) AND CODE § 401(m)	
	9.02	Resignation and Removal	34		ARRANGEMENTS	
	9.03	General Powers and Duties	34		14.01	Application	52
	9.04	Plan Loans	34		14.02	401(k) Arrangement	52
	9.05	Funding Policy	34		14.03	Definitions	55
	9.06	Individual Accounts	34		14.04	Matching Contributions/Employee	
	9.07	Value of Participant's Account Balance	35			Contributions	57
	9.08	Allocation and Distribution of Net Income,			14.05	Deferral Deposit Timing/Employer	
		Gain or Loss	35			Contribution Status	57
	9.09	Individual Statement	36		14.06	Special Accounting and Allocation	
	9.10	Account Charged	36			Provisions	57
	9.11	Lost Participants	36		14.07	Annual Elective Deferral Limitation	58
	9.12	Plan Correction	37		14.08	Actual Deferral Percentage (ADP) Test	58
	9.13	No Responsibility for Others	37		14.09	Actual Contribution Percentage (ACP) Test		60
	9.14	Notice, Designation, Election, Consent and			14.10	Multiple Use Limitation	61
		Waiver	37		14.11	Distribution Restrictions	61
	ARTICLE X. TRUSTEE AND CUSTODIAN,			14.12	Special Allocation and Valuation Rules	62
	POWERS AND DUTIES					
	10.01	Acceptance	38				
	10.02	Receipt of Contributions	38				
	10.03	Investment Powers	38				
	10.04	Records and Statements	41				
	10.05	Fees and Expenses from Fund	41				
	10.06	Parties to Litigation	42				
	10.07	Professional Agents	42				
	10.08	Distribution of Cash or Property	42				
	10.09	Participant or Beneficiary Incapacitated	42				
	10.10	Distribution Directions	42				
	10.11	Third Party Reliance	42				
	10.12	Multiple Trustees	42				
	10.13	Resignation and Removal	42				
	10.14	Successor Trustee Acceptance	43				
	10.15	Valuation of Trust	43				
	10.16	Limitation on Liability - If Investment					
		Manager. Ancillary Trustee or Independent					
		Fiduciary Appointed	43				
	10.17	Investment in Group Trust Fund	43				
	10.18	Appointment of Ancillary Trustee or					
		Independent Fiduciary	43				
	ARTICLE XI, PROVISIONS RELATING TO					
	INSURANCE AND INSURANCE COMPANY					
	11.01	Insurance Benefit	45				
	11.02	Limitation on Life Insurance Protection	45				
	11.03	Definitions	46				
	11.04	Dividend Plan	46				
	11.05	Insurance Company Not a Party to					
		Agreement	46				
	11.06	No Responsibility for Others	46				
	11.07	Duties of Insurance Company	46				
	ARTICLE XII, TOP-HEAVY PROVISIONS					
	12.01	Determination of Top-Heavy Status	47				
	12.02	Definitions	47				
	12.03	Top-Heavy Minimum Allocation	48				
	12.04	Determining Top-Heavy Contribution Rates	48				
	12.05	Plan Which Will Satisfy Top-Heavy	48				
	12.06	Top-Heavy Vesting	48				
	ARTICLE XIII, EXCLUSIVE BENEFIT,					
	AMENDMENT, TERMINATION					
	13.01	Exclusive Benefit	49				
	13.02	Amendment by Employer	49				
	13.03	Amendment by Prototype Plan Sponsor	49				











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WIPFLI ULLRICH BERTELSON LLP

DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST



DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT

BASIC PLAN DOCUMENT #    01   




	Wipfli Ullrich Bertelson LLP, in its capacity as Prototype Plan
Sponsor establishes this Prototype Plan, intended to conform to
and qualify under § 401 and § 501 of the Internal Revenue Code of
1986, as amended. An Employer establishes a Plan and Trust
under this Prototype Plan by executing an Adoption Agreement. If
the Employer adopts this Plan as a restated Plan in substitution
for, and in amendment of, an existing plan, the provisions of this
Plan, as a restated Plan, apply solely to an Employee whose
employment with the Employer terminates on or after the restated
Effective Date of the Plan. If an Employee's employment with the
Employer terminates prior to the restated Effective Date, that
Employee is entitled to benefits under the Plan as the Plan existed
on the date of the Employee's termination of employment.



ARTICLE I

DEFINITIONS



   1.01  "Account" means the separate Account(s) which the Plan
Administrator or the Trustee maintains under the Plan for a
Participant.


   		a benefit under the Plan. A Beneficiary who becomes entitled to
a benefit under the Plan remains a Beneficiary under the Plan
until the Trustee has fully distributed to the Beneficiary his/her
Plan benefit. A Beneficiary's right to (and the Plan
Administrator's or a Trustee's duty to provide to the
Beneficiary) information or data concerning the Plan does not
arise until the Beneficiary first becomes entitled to receive a
benefit under the Plan.




   1.06   "Code" means the Internal Revenue Code of 1986, as
amended and includes applicable Treasury regulations.




    1.07   "Compensation" means a Participant's W-2 wages.
Code § 3401(a) wages, or 415 compensation except, in the case
of a Self-Employed Individual, Compensation means Earned
Income as defined in Section 1.09. The Employer in its
Adoption Agreement must specify which definition of
Compensation (Section 1.07(A), (B) or (C)) applies under the
Plan and any modifications thereto, for purposes of
contribution allocations under Article III.
	   1.02   "Account Balance" or "Accrued Benefit" means the
amount standing in a Participant's Account(s) as of any date
derived from Employer contributions and from Participant
contributions, if any.




    1.03   "Accounting Date" means the last day of the Plan Year.
The Plan Administrator will allocate Employer contributions and
forfeitures for a particular Plan Year as of the Accounting Date of
that Plan Year, and on such other dates, if any, as the Plan
Administrator determines, consistent with the Plan's allocation
conditions and other provisions.


   		   Any reference in the Plan to Compensation is a reference to
the definition in this Section 1.07, unless the Plan reference, or
the Employer in its Adoption Agreement, modifies this
definition. The Plan Administrator will take into account only
Compensation actually paid during (or as permitted under the
Code, paid for) the relevant period. A Compensation payment
includes Compensation paid by the Employer through another
person under the common paymaster provisions, in Code § 3
121 and 3306. Compensation, unless otherwise specified in the
Adoption Agreement, does not include any form of
remuneration (including severance pay and vacation pay) paid
to the Participant after the Participant incurs a Separation from
Service.


   
	   1.04   "Adoption Agreement" means the document executed by
each Employer adopting this Plan. References to Adoption
Agreement within this basic plan document are to the Adoption
Agreement as completed and executed by a particular Employer
unless the context clearly indicates otherwise. An adopting
Employer's Adoption Agreement and this basic plan document
together constitute a single Plan and Trust of the Employer. Each
elective provision of the Adoption Agreement corresponds (by its
parenthetical section reference) to the section of the Plan which
grants the election. Each Adoption Agreement offered under this
Plan is either a Nonstandardized Plan or a Standardized Plan, as
identified in that Adoption Agreement. The provisions of this Plan
apply in the same manner to Nonstandardized Plans and to
Standardized Plans unless otherwise specified. All section
references within an Adoption Agreement are Adoption
Agreement section references unless the context clearly indicates
otherwise.




   1.05   "Beneficiary" means a person designated by a Participant
or by the Plan who is or may become entitled to		(A) W-2 Wages. W-2 wages means wages for federal income
tax withholding purposes. as defined under Code § 3401(a),
plus all other payments to an Employee in the course of the
Employer's trade or business, for which the Employer must
furnish the Employee a written statement under Code § 6041,
6051 and 6052, but determined without regard to any rules that
limit the remuneration included in wages based on the nature or
location of the employment or services performed (such as the
exception for agricultural labor in Code § 3401(a)(2)).




(B) Code § 3401(a) Wages. Code § 3401(a) wages means wages
within the meaning of Code § 3401(a) for the purposes of
income tax withholding at the source, but determined without
regard to any rules that limit the remuneration included in
wages based on the nature or the location of the employment or
the services performed (such as the exception for agricultural
labor in Code § 340l(a)(2)).








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	(C)   Code   § 415   Compensation (current income definition).
Code § 415 compensation means the Employee's wages, salaries,
fees for professional service and other amounts received for
personal services actually rendered in the course of employment
with the Employer maintaining the Plan to the extent that the
amounts are includible in gross income (including, but not
limited to, commissions paid salespersons, compensation for
services on the basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe benefits and
reimbursements' or other expense allowances under a
nonaccountable plan as described in Treas. Reg. §  1.62-2(c)).



Code § 415 compensation does not include:	 	(E)   Compensation Dollar Limitation. For any Plan Year, the
Plan Administrator in allocating contributions under Article III
or in testing the Plan for nondiscrimination, cannot take into
account more than $150,000 (or such larger or smaller amount
as the Commissioner of Internal Revenue may prescribe) of
any Participant's Compensation. Notwithstanding the
foregoing, an Employee under a 401(k) arrangement may make
elective deferrals with respect to Compensation which exceeds
the Plan Year Compensation limitation, provided such
deferrals otherwise satisfy Code § 402(g) and other applicable
limitations.


	     	(a)   Employer contributions to a plan of deferred
compensation to the extent the contributions are not
included in the gross income of the Employee for the
taxable year in which contributed. Employer contributions
on behalf of an Employee to a Simplified Employee Pension
Plan to the extent such contributions are excludible from the
Employee's gross income, and any distributions from a plan
of deferred compensation, regardless of whether such
amounts are includible in the gross income of the Employee
when distributed.



(b)   Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property) held by
an 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 stock option described
in Part II, Subchapter D, Chapter 1, Subtitle A of the Code.




(d)   Other amounts which receive special tax benefits, such
as premiums for group term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by an
Employer (whether or not under a salary reduction
agreement) toward the purchase of an annuity contract
described in Code § 403(b) (whether or not the contributions
are excludible from the gross income of the Employee).		(F)   Nondiscrimination. For purposes of determining whether
the 'Plan discriminates in favor of Highly Compensated
Employees. Compensation means Compensation as defined in
this Section 1.07, except: (1) the Employer annually may elect
operationally to include or to exclude Elective Contributions,
irrespective of the Employer's election in its Adoption
Agreement regarding Elective Contributions; and (2) the Plan
Administrator will disregard any elections made in the
"modifications to Compensation definition" section of
Adoption Agreement Section 1.07. The Employer's election
described in clause (1) must be consistent and uniform with
respect to all Employees and all plans of the Employer for any
particular Plan Year. The Employer, irrespective of clause (2),
may elect to exclude from this nondiscrimination definition of
Compensation any items of Compensation excludible under
Code § 414(s) and the applicable Treasury regulations,
provided such adjusted definition conforms to the
nondiscrimination requirements of those regulations.
Furthermore, for nondiscrimination purposes, including the
computation of an Employee's actual deferral percentage
("ADP") or actual contribution percentage ("ACP"), the Plan
Administrator may limit Compensation taken into account to
Compensation received only for the portion of the Plan Year in
which the Employee was a Participant and only for the portion
of the Plan Year in which the Plan or the 401(k) arrangement
was in effect.




1.08   "Disability" means the Participant, because of a physical
or mental disability, will be unable to perform the duties of 
	(D)   Elective Contributions. Compensation under Sections
1.07(A), 1.07(B) and 1.07(C) includes Elective Contributions
unless the Employer in its Adoption Agreement elects to exclude
Elective Contributions. "Elective Contributions" are amounts
excludible from the Employee's gross income under Code § § 125,
132(0(4), 402(e)(3), 402(h)(2), 403(b), 408(p) or 457, and
contributed by the Employer, at the Employee's election, to a
cafeteria plan, a qualified transportation fringe benefit plan, a
401(k) arrangement, a SARSEP, a tax-sheltered annuity, a
SIMPLE plan or a Code § 457 plan. Notwithstanding the
preceding sentence, amounts described in § 132(fl(4) are not
Elective Contributions until Plan Years beginning on or after
January 1, 2001, unless the Plan Administrator operationally has
included such amounts effective as of an earlier Plan Year
beginning no earlier than January 1, 1998.

		his/her customary position of employment (or is unable to
engage in any substantial gainful activity) for an indefinite
period which the Plan Administrator considers will be of long
continued duration. A Participant also is disabled if he/she
incurs the permanent loss or loss of use of a member or
function of the body, or is permanently disfigured, and incurs a
Separation from Service. A Participant is disabled on the date
the Plan Administrator determines the Participant satisfies the
definition of Disability. The Plan Administrator may require a
Participant to submit to a physical examination in order to
confirm Disability. The Plan Administrator will apply the
provisions of this Section 1.08 in a nondiscriminatory,
consistent and uniform manner. The Employer may provide an
alternative definition of Disability in an Addendum to its
Adoption Agreement.



1.09   "Earned Income" means net earnings from self-employment in the trade or business with respect to which the
Employer has established the Plan, provided










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	personal services of the Self-Employed Individual are a
material income producing factor. The Plan Administrator
will determine net earnings without regard to items excluded
from gross income and the deductions allocable to those
items. The Plan Administrator will determine net earnings
after the deduction allowed to the Self-Employed Individual
for all contributions made by the Employer to a qualified plan
and after the deduction allowed to the Self-Employed
Individual under Code §  164(f) for self-employment taxes.

   		Participating Employer. The Employer for purposes of acting as
Plan Administrator, making Plan amendments, terminating the
Plan or performing other ERISA settlor functions, means the
signatory Employer to the Adoption Agreement Execution Page
and does not include any Related Employer or Participating
Employer.




1.13   "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and includes applicable Department of
Labor regulations.
	1.10   "Effective Date" of this Plan is the date specified in the
Adoption Agreement unless otherwise for a specified purpose
provided within this basic plan document or within (as part
of the Adoption Agreement) a Participation Agreement, an
Addendum, or within Appendices A or B.




1.11   "Employee" means any common law employee.  Self-Employed Individual, Leased Employee or other person the
Code treats as an employee of the Employer for purposes of
the Employer's qualified plan. The Employer in its Adoption
Agreement must elect or specify any Employee, or class of
Employees, not eligible to participate in the Plan (an
"excluded Employee").


   		   
	1.14   "Highly Compensated Employee" means an Employee who:


   
	    	(a)   during the Plan Year or during the preceding Plan Year,
is a more than 5% owner of the Employer (applying the
constructive ownership rules of Code § 318, and applying the
principles of Code § 318. for an unincorporated entity); or


   


(b)   during the preceding Plan Year had Compensation in
excess of $80,000 (as adjusted by the Commissioner of
Internal Revenue for the relevant year) and, if the Employer
under its Adoption Agreement Appendices A or B, makes the
top-paid group election, was part of the top-paid 20% group
of Employees (based on Compensation for the preceding Plan
Year).
	(A)   Collective Bargaining Employees. If the Employer
elects in its Adoption Agreement to exclude collective
bargaining Employees from eligibility to participate, the
exclusion applies to any Employee included in a unit of
Employees covered by an agreement which the Secretary of
Labor finds to be a collective bargaining agreement between
employee representatives and one or more employers, if: (1)
retirement benefits were the subject of good faith bargaining;
and (2) two percent or less of the employees covered by the
agreement are "professionals" as defined in Treas. Reg. §
1.410(b)-9, unless the collective bargaining agreement
requires the Employee to be included within the Plan. The
term "employee representatives" does not include any
organization more than half the members of which are
owners, officers, or executives of the Employer.


   


(B)   Nonresident Aliens. If the Employer elects in its
Adoption Agreement to exclude nonresident aliens from
eligibility to participate. the exclusion applies to any
nonresident alien Employee who does not receive any earned
income, as defined in Code § 91 l(d)(2), from the Employer
which constitutes United States source income, as defined in
Code § 861(a)(3).


   


(C)   Reclassified Employees. If the Employer elects in its
Adoption Agreement to exclude reclassified Employees from
eligibility to participate, the exclusion applies to any person
the Employer does not treat as an Employee (including, but
not limited to, independent contractors, persons the Employer
pays outside of its payroll system and out-sourced workers)
for federal income tax withholding purposes under Code
§ 3401(a), but for whom there is a binding determination the
individual is an Employee or a Leased Employee of the
Employer.


   


1.12   "Employer" means each employer who establishes a
Plan under this Prototype Plan by executing an Adoption
Agreement and includes to the extent described in Section
1.26 a Related Employer and a		   


   For purposes of this Section 1.14, "Compensation" means
Compensation as defined in Section 1.07, except any exclusions
from Compensation the Employer elects in Adoption Agreement
Section 1.07 do not apply, and Compensation specifically includes
Elective Contributions. The Plan Administrator must make the
determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of the top-paid 20% group, consistent with Code § 414(q) and regulations
issued under that Code section. The Employer in its Adoption
Agreement Appendices A or B may make a calendar year data
election to determine the Highly Compensated Employees for the
Plan Year, as prescribed by Treasury regulations or by other
guidance published in the Internal Revenue Bulletin. A calendar
year data election must apply to all plans of the Employer which
reference the highly compensated employee definition in Code
§ 414(q). For purposes of this Section 1.14, if the current Plan Year
is the first year of the Plan, then the term "preceding Plan Year"
means the 12-consecutive month period immediately preceding the
current Plan Year.
	   

	1.15   "Hour of Service" means:



(a)   Each Hour of Service for which the Employer, either
directly or indirectly, pays an Employee, or for which the
Employee is entitled to payment, for the performance of
duties. The Plan Administrator credits Hours of Service under
this Paragraph (a) to the Employee for the computation
period in which the Employee performs the duties,
irrespective of when paid;




(b)   Each Hour of Service for back pay, irrespective of
mitigation of damages, to which the Employer has agreed or
for which the Employee has received an






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	    	award. The Plan Administrator credits Hours of Service
under this Paragraph (b) to the Employee for the
computation period(s) to which the award or the
agreement pertains rather than for the computation
period in which the award, agreement or payment is
made; and



(c)   Each Hour of Service for which the Employer.
either directly or indirectly, pays an Employee, or for
which the Employee is entitled to payment (irrespective
of whether the employment relationship is terminated),
for reasons other than for the performance of duties
during a computation period, such as leave of absence,
vacation, holiday, sick leave, illness, incapacity
(including disability), layoff, jury duty or military duty.
The Plan Administrator will credit no more than 501
Hours of Service under this Paragraph (c) to an
Employee on account of any single continuous period
during which the Employee does not perform any duties
(whether or not such period occurs during a single
computation period). The Plan Administrator credits
Hours of Service under this Paragraph (c) in accordance
with the rules of paragraphs (b) and (c) of Labor Reg.
§ 2530.200b-2, which the Plan, by this reference,
specifically incorporates in full within this Paragraph
(c).


   		employment Commencement Date, and ending on the date a Break
in Service begins. An Employee's Employment. Commencement
Date or his/her Re-employment Commencement Date begins on
the first day he/she performs an Hour of Service following
employment or re-employment. In applying the Elapsed Time
Method, the Plan Administrator will credit an Employee's Service
for any Period of Severance of less than 12-consecutive months
and will express fractional periods of Service in days.




Under the Elapsed Time Method, a Break in Service is a Period of
Severance of at least 12 consecutive months. A Period of
Severance is a continuous period of time during which the
Employee is not employed by the Employer. The continuous period
begins on the date the Employee retires, quits, is discharged or dies
or if earlier, the first 12-month anniversary of the date on which the
Employee otherwise is absent from Service for any other reason
(including disability, vacation, leave of absence, layoff, etc.). In the
case of an Employee who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on
the first anniversary of the first date the Employee is otherwise
absent from Service does not constitute a Break in Service.




	   The Plan Administrator will not credit an Hour of Service
under more than one of the above Paragraphs (a), (b) or (c). A
computation period for purposes of this Section 1.15 is the
Plan Year, Year of Service period. Break in Service period or
other period, as determined under the Plan provision for
which the Plan Administrator is measuring an Employee's
Hours of Service. The Plan Administrator will resolve any
ambiguity with respect to the crediting of an Hour of Service
in favor of the Employee.



(A)   Method of Crediting Hours of Service. The Employer
must elect in its Adoption Agreement the method the Plan
Administrator will use in crediting an Employee with Hours
of Service and the purpose for which the elected method will
apply.




(B)   Actual Method. Under the Actual Method as determined
from records, an Employee receives credit for Hours of
Service for hours worked and hours for which the Employer
makes payment or for which payment is due from the
Employer.




(C)   Equivalency Method. Under an Equivalency Method,
for each equivalency period for which the Plan Administrator
would credit the Employee with at least one Hour of Service,
the Plan Administrator will credit the Employee with: (i) 10
Hours of Service for a daily equivalency; (ii) 45 Hours of
Service for a weekly equivalency; (iii) 95 Hours of Service
for a semimonthly payroll period equivalency; and (iv) 190
Hours of Service for a monthly equivalency.




(D)   Elapsed Time Method. Under the Elapsed Time
Method, art Employee receives credit for Service for the
aggregate of all time periods (regardless of the Employee's
actual Hours of Service) commencing with the Employee's
Employment Commencement Date, or with his/her Re-		(E)   Maternity/Paternity Leave/Family and Medical Leave Act.
Solely for purposes of determining whether an Employee incurs a
Break in Service under any provision of this Plan, the Plan
Administrator must credit Hours of Service during the Employee's
unpaid absence period: (i) due to maternity or paternity leave; or
(ii) as required under the Family and Medical Leave Act. An
Employee is on maternity or paternity leave if the Employee's
absence is due to the Employee's pregnancy, the birth of the
Employee's child, the placement with the Employee of an adopted
child, or the care of the Employee's child immediately following
the child's birth or placement. The Plan Administrator credits
Hours of Service under this Section 1.15(E) on the basis of the
number of Hours of Service for which the Employee normally
would receive credit or, if the Plan Administrator cannot determine
the number of Hours of Service the Employee would receive credit
for, on the basis of 8 hours per day during the absence period. The
Plan Administrator will credit only the number (not exceeding 501)
of Hours of Service necessary to prevent an Employee's Break in
Service. The Plan Administrator credits all Hours of Service
described in this Section 1.15(E) to the computation period in
which the absence period begins or, if the Employee does not need
these Hours of Service to prevent a Break in Service in the
computation period in which his/her absence period begins, the
Plan Administrator credits these Hours of Service to the
immediately following computation period.




(F)   Qualified Military Service. Hour of Service also includes any
Service the Plan must credit for contributions and benefits in order
to satisfy the crediting of Service requirements of Code § 414(u).
The provisions of this Section 1.15(F) apply beginning December
12, 1994, or if the Employer's Plan is effective after that date, as of
the Plan's Effective Date.




1.16         "Leased Employee" means an individual (who otherwise
is not an Employee of the Employer) who,








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	pursuant to an agreement between the Employer and any
other person, has performed services for the Employer (or for
the Employer and any persons related to the Employer within
the meaning of Code §  l44(a)(3)) on a substantially full time
basis for at least one year and who performs such services
under primary direction or control of the Employer within the
meaning of Code § 4l4(n)(2). Except as described in Section
1.16(A), a Leased Employee is an Employee for purposes of
the Plan. If a Leased Employee is an Employee,
"Compensation" includes Compensation from the leasing
organization which is attributable 'to services performed for
the Employer.



(A) Safe Harbor Plan Exception. A Leased Employee is not
an Employee if the leasing organization covers the employee
in a sale harbor plan and, prior to application of this sale
harbor plan exception, 20% or less of the Employer's
Employees (other than Highly Compensated Employees) are
Leased Employees. A sale harbor plan is a money purchase
pension plan providing immediate participation, full and
immediate vesting, and a nonintegrated contribution formula
equal to at least 10% of the employee's compensation without
regard to employment by the leasing organization on a
specified date. The safe harbor plan must determine the 10%
contribution on the basis of compensation as defined in Code
§ 415(c)(3) including Elective Contributions.




(B) Other Requirements. The Plan Administrator must apply
this Section 1.16 in a manner consistent with Code §  414(n)
and 414(o) and the regulations issued under those Code
sections. If a Participant is a Leased Employee covered by a
plan maintained by the leasing organization, the Plan
Administrator will determine the allocation of Employer
contributions and Participant forfeitures on behalf of the
Participant under the Employer's Plan without taking into
account the Leased Employee's allocation, if any, under the
leasing organization's plan.




1.17   "Nonhighly Compensated Employee" means any
Employee who is not a Highly Compensated Employee.




1.18   "Nontransferable Annuity" means an annuity contract
which by its terms provides that it may not be sold, assigned,
discounted, pledged as collateral for a loan or security for the
performance of an obligation or for any purpose to any
person other than the insurance company. If the Plan
distributes an annuity contract, the contract must be a
Nontransferable Annuity.




1.19   "Paired Plans" means the Employer has adopted two
Standardized Plan Adoption Agreements offered with this
Prototype Plan, one Adoption Agreement being a Paired
Profit Sharing Plan and one Adoption Agreement being a
Paired Pension Plan. A Paired Profit Sharing Plan may
include a 401(k) arrangement. A Paired Pension Plan must be
a money purchase pension plan, defined benefit plan or a
target benefit pension plan. Paired Plans must be the subject
of a favorable opinion letter issued by the National Office of
the Internal Revenue Service. If an Employer adopts paired
plans, only one of the plans may provide for permitted
disparity.




1.20   "Participant" means an eligible Employee who
becomes a Participant in accordance with the' provisions of
Section 2.01. An eligible Employee means an Employee who
is not an excluded Employee under Adoption Agreement
Section 1.11.		1.21   "Plan" means the retirement plan established or continued by
the Employer in the form of this Prototype Plan, including the
Adoption Agreement under which the Employer has elected to
establish this Plan. The Employer must designate the name of the
Plan in its Adoption Agreement. An Employer may execute more
than one Adoption Agreement offered under this Plan, each of
which will constitute a separate Plan and Trust established or
continued by that Employer. The Plan and the Trust created by
each adopting Employer is a separate Plan and a separate Trust,
independent from the plan and the trust of any other employer
adopting this Prototype Plan. All section references within this
basic plan document are Plan section references unless the context
clearly indicates otherwise. The Plan includes any Addendum Or
Appendix permitted by the basic plan document or by the
Employer's Adoption Agreement and which the Employer attaches
to its Adoption Agreement. An Addendum must correspond by
section reference to the section of the basic plan document or
Adoption Agreement permitting the Addendum.




1.22   "Plan Administrator" means the Employer, unless the
Employer designates another person or persons to hold the position
of Plan Administrator. Any person(s) the Employer appoints as
Plan Administrator may or may not be Participants in the Plan. In
addition to its other duties, the Plan Administrator has full
responsibility for the Plan's compliance with the reporting and
disclosure rules under ERISA.




1.23   "Plan Entry Date" means the date(s) the Employer elects in
Adoption Agreement Section 2.01.




1.24   "Plan Year" means the consecutive month period the
Employer specifies in its Adoption Agreement. The Employer also
must specify in its Adoption Agreement the "Limitation Year"
applicable to the limitations on allocations described in Article III.
If the Employer maintains Paired Plans, each Plan must have the
same Plan Year.




1.25   "Protected Benefit" means any accrued benefit described in
Treas. Reg. §  1.41 l(d)-4. including any optional form of benefit
provided under the Plan which may not (except in accordance with
such Regulations) be reduced, eliminated or made subject to
Employer discretion.




1.26   "Related Group"/"Related Employer" A Related Group is a
controlled group of corporations (as defined in Code § 414(b)),
trades or businesses (whether or not incorporated) which are under
common control (as defined in Code § 414(c)), an affiliated service
group (as defined in Code § 414(m)) or an arrangement otherwise
described in Code § 414(o). Each Employer/member of the Related
Group is a Related Employer. The term "Employer" includes every
Related Employer for purposes of crediting Service and Hours of
Service, determining






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	Years of Service and Breaks in Service under Articles II and
V, determining Separation from Service, applying the
Coverage Test under Section 3.06(E), applying the
limitations on allocations in Part 2 of Article III, applying the
top-heavy rules and the minimum allocation requirements of
Article XII, applying the definitions of Employee. Highly
Compensated Employee, Compensation and Leased
Employee, applying the sale harbor 401(k) provisions of
Section 14.02(D), applying the SIMPLE 401(k) provisions of
Section 14.02(E) and for any other purpose the Code or the
Plan require.



(A)   Participating Employer. An Employer may contribute to
the Plan only by being a signatory to the Execution Page of
the Adoption Agreement or to a Participation Agreement to
the Adoption Agreement. If a Related Employer executes a
Participation Agreement to the Adoption Agreement, the
Related Employer is a Participating Employer. A
Participating Employer is an Employer for all purposes of the
Plan except as provided in Section 1.12.




(B) Standardized/Nonstandardized Plan. If the Employer's
Plan is a Standardized Plan, all Employees of the Employer
or of any Related Employer, are eligible to participate in the
Plan, irrespective of whether the Related Employer directly
employing the Employee is a Participating Employer.
Notwithstanding the immediately preceding sentence,
individuals who become Employees of a Related Employer as
a result of a transaction described in Code § 4l0(b)(6)(C) are
not eligible to participate in the Plan during the Plan Year in
which such transaction occurs nor in the following Plan Year,
unless the Related Employer which employs such Employees
becomes during such period a Participating Employer, by
executing a Participation Agreement to the Adoption
Agreement. If the Plan is a Nonstandardized Plan, the
Employees of a Related Employer are not eligible to
participate in the Plan unless the Related Employer is a
Participating Employer.




1.27   "Self-Employed Individual"/ "Owner Employee"/
"Shareholder-Employee"/"Self-Employed Individual" means
an individual who has Earned Income (or who would have
had Earned Income but for the fact that the trade or business
did not have net profits) for the taxable year from the trade or
business for which the Plan is established. "Owner-Employee" means a Self-Employed Individual who is the sole
proprietor in the case of a sole proprietorship. If the Employer
is a partnership, or a limited liability company taxed for
federal income tax purposes as a partnership, "Owner-Employee" means a Self-Employed Individual who is a
partner or member and owns more than 10% of either the
capital or the profits interest of the partnership or of the
limited liability company. "Shareholder-Employee" means an
employee or officer of an S corporation who owns (or is
considered as owning under Code § 318(a)(l)) more than 5%
of the outstanding stock of the corporation on any day of the
corporation's taxable year.




1.28   "Separation from Service" means an event after which
the Employee no longer has an employment relationship with
the Employer maintaining this Plan or with a Related
Employer.		1.29   "Service" means any period of time the, Employee is in the
employ of the Employer, including any period the Employee is on
an unpaid leave of absence authorized by the Employer under a
uniform, nondiscriminatory policy applicable to all Employees.




1.30   "Service with a Predecessor Employer" If the Employer
maintains the plan of a predecessor employer, service of the
Employee with the predecessor employer is Service with the
Employer. If the Employer does not maintain the plan of a
predecessor employer, the Plan does not credit service with the
predecessor employer, unless the Employer in its Adoption
Agreement (or in a Participation Agreement, if applicable) elects to
credit designated predecessor employer service and specifies the
purposes for which the Plan will credit service with that
predecessor employer. 




Unless the Employer under its Adoption Agreement Section 2.01
provides for this purpose specific Plan Entry Dates, an Employee
who satisfies the Plan's eligibility condition(s) by reason of the
crediting of predecessor service will enter the Plan in accordance
with the provisions of Section 2.04 as if the Employee were a re-employed Employee on the first day the Plan credits predecessor
service.




1.31   "Trust" means the separate Trust created under the Plan.




1.32   "Trust Fund" means all property of every kind acquired by
the Plan and held by the Trust, other than incidental benefit
insurance contracts.




1.33   "Trustee" means the person or persons who as, Trustee
execute the Adoption Agreement, or any successor in office who in
writing accepts the position of Trustee. The Employer must
designate in its Adoption Agreement whether the Trustee will
administer the Trust as a discretionary Trustee or as a
nondiscretionary Trustee. If a person acts as a discretionary
Trustee, the Employer also may appoint a Custodian. See Article
X. If the Prototype Plan Sponsor is a bank, savings and loan
association, credit union, mutual fund, insurance company, or
other institution qualified to serve as Trustee, a person other than
the Prototype Plan Sponsor (or its affiliate) may not serve as
Trustee or as Custodian of the Plan without the written consent of
the Prototype Plan Sponsor.




1.34   "Vested" means a Participant or a Beneficiary has an
unconditional claim, legally enforceable against the Plan, to the
Participant's Account Balance or Accrued Benefit.








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ARTICLE II


ELIGIBILITY AND PARTICIPATION



	   2.01   ELIGIBILITY. Each eligible Employee becomes a
Participant in the Plan in accordance with the eligibility
provisions the Employer elects in its Adoption Agreement. If
this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the restated
Effective Date continues as a Participant in the restated Plan,
irrespective of whether he/she satisfies the eligibility
conditions of' the restated Plan, unless the Employer provides
otherwise in its Adoption Agreement. If the Employer
contributes to the Plan under a Davis-Bacon contract, except
as the contract provides, the Employer's Adoption Agreement
elections imposing age and service eligibility conditions do
not apply with respect to an Employee performing Davis-Bacon contract Service.



   2.02   AGE AND SERVICE CONDITIONS. For purposes
of an Employee's participation in the Plan, the Plan: (1) may
not impose an age condition exceeding age 21; and (2) takes
into account all of the Employee's Years of Service with the
Employer, except as provided in Section 2.03. "Year of
Service" for purposes of an Employee's participation in the
Plan, means a 12-consecutive month eligibility computation
period during which the Employee completes the number of
Hours of Service (not exceeding 1,000) the Employer
specifies in its Adoption Agreement.




   The initial eligibility computation period is the first 12-consecutive month period measured from the Employee's
Employment Commencement Date. The Plan measures
succeeding 12-consecutive month eligibility computation
periods in accordance with the Employer's election in its
Adoption Agreement. If the Employer elects to measure
subsequent periods on a Plan Year basis, an Employee who
receives credit for the required number of Hours of Service
during the initial eligibility computation period and also
during the first applicable Plan Year receives credit for two
Years of Service under Article H. "Employment
Commencement Date" means the date on which the
Employee first performs an Hour of Service for the Employer.




   If the Employer under Adoption Agreement Section 2.01
elects an alternative Service condition to one Year of Service
or two Years of Service, the Employer must elect in the
Adoption Agreement the Hour of Service and any other
requirement(s), if any, after the Employee completes one
Hour of Service. Under any alternative Service condition
election, the Plan may not require an Employee to complete
more than one Year of Service (1,000 Hours of Service in 12-consecutive months) or two Years of Service if applicable.




   If the Employer in its Adoption Agreement elects to apply
the Equivalency Method or the Elapsed Time Method in
applying the Plan's eligibility Service condition, the Plan
Administrator will credit Service in accordance with Sections
1.15(D) and (D).




   2.03   BREAK IN SERVICE - PARTICIPATION. An
Employee incurs a "Break in Service" if during any		applicable 12-consecutive month period he/she does not complete
more than 500 Hours of Service with the Employer. The "12-consecutive month period" under this Section 2.03 is the same 12-consecutive month period for which the Plan measures a "Year of
Service" under Section 2.02.   If the Plan applies the Elapsed Time
Method of crediting Service under Section 1.15(D), a Participant


incurs a "Break in Service" if the Participant has a Period of
Severance of at least 12 consecutive months.




   (A)   Two Year Eligibility. If the Employer under Adoption
Agreement Section 2.01 elects a two Years of Service condition for
eligibility purposes, an Employee who incurs a  one year Break in
Service prior to completing two Years of Service is a new
Employee on the date he/she first performs an Hour of Service for
the Employer after the Break in Service and the Employee
establishes a new Employment Commencement Date for purposes
of the initial eligibility computation period under Section 2.02.




(B)   One Year Hold-Out Rule. The Employer must elect in its
Adoption Agreement whether to apply the one year hold-out rule
under Code § 410(a)(5)(C). Under this rule, a Participant will incur
a suspension of participation in the Plan after incurring a one year
Break in Service and the Plan disregards a Participant's Service
completed prior to a Break in Service until the Participant
completes one Year of Service following the Break in Service. The
Plan suspends the Participant's participation in the Plan as of the
first day of the Plan Year following the Plan Year in which the
Participant incurs the Break in Service. If the Participant completes
one Year of Service following his/her Break in Service, the Plan
restores that Participant's pre-Break Service (and the Participant
resumes active participation in the Plan) retroactively to the first
day of the computation period in which the Participant first
completes one Year of Service following his/her Break in Service.
The initial computation period under this Section 2.03(B) is the
12-consecutive month period measured from the date the
Participant first receives credit for an Hour of Service following the
one year Break in Service. The Plan measures any subsequent
computation periods, if necessary, in a manner consistent with the
Employer's eligibility computation period election in Adoption
Agreement Section 2.02. If the Employer elects to apply the one
year hold-out rule, the Employer also must elect in its Adoption
Agreement whether to limit application of the rule only to a
Participant who has incurred a Separation from Service.




   The Plan Administrator, also will apply the one-year hold out
rule, if applicable, to an Employee who satisfies the Plan's
eligibility conditions but who incurs a Separation from Service and
a one year Break in Service prior to becoming a Participant.




   This Section 2.03(B) does not affect a Participant's vesting credit
under Article V and, during a suspension period, the Participant's
Account continues to share fully in Trust Fund allocations under
Article IX. Furthermore, the Plan Administrator in applying this
Section 2.03(B) does not restore any Service disregarded under the
Break in Service rule of Section 2.03(A).






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	(C) No Application to 401(k) Arrangement. If the Plan
includes a 401(k) arrangement and the Employer in its
Adoption Agreement elects to apply the Section 2.03(B) one
year hold-out rule, the Plan Administrator will apply the
provisions of Section 2.04 to the deferral contributions
portion of the Plan without regard to Section 2.03(B).



(D) No Rule of Parity - Participation. For purposes of Plan
participation. the Plan does not apply the "rule of parity"
under Code §  410(a)(5)(D).




2.04   PARTICIPATION UPON RE-EMPLOYMENT.   A
Participant who incurs a Separation from Service will re-enter
the Plan as a Participant on the date of his/her re-employment
with the Employer, subject to the one year hold-out rule, if
applicable, under Section 2.03(B). An Employee who
satisfies the Plan's eligibility conditions but who incurs a
Separation from Service prior to becoming a Participant will
become a Participant on the later of the 'Plan Entry Date on
which he/she would  have entered the Plan had he/she not
incurred a Separation from Service or the date of his/her re-employment, subject to the one year hold-out rule, if
applicable, under Section 2.03(B). Any Employee who incurs
a Separation from Service prior to satisfying the Plan's
eligibility conditions becomes a Participant in accordance
with Adoption Agreement Section 2.01.




2.05   CHANGE IN EMPLOYMENT STATUS. The
Employer in its Adoption Agreement Section 1.11 may elect
to exclude certain Employees from Plan participation
("excluded Employees"). If a Participant has not incurred a
Separation from Service but becomes an excluded Employee,
during the period of exclusion the excluded Employee will
not share in the allocation of any Employer contributions or
Participant forfeitures, and may not make deferral
contributions if the Plan includes a 401(k) arrangement, with
respect to Compensation paid to the excluded Employee
during the period of exclusion. However, during such period
of exclusion, the Participant, without regard to employment
classification, continues to receive credit for vesting under
Article V for each included Year of Service and the
Participant's Account continues to share fully in Trust Fund
allocations under Article IX. If a Participant who becomes an
excluded Employee subsequently resumes status as an
eligible Employee, the Participant will participate in the Plan
immediately upon resuming eligible status, subject to the one
year hold-out rule, if applicable, under Section 2.03(B).




If an excluded Employee who is not a Participant becomes an
eligible Employee, he/she will participate immediately in the
Plan if he/she has satisfied the eligibility conditions of
Adoption Agreement Section 2.01 and would have been a
Participant had he/she not been an excluded Employee during
his/her period of Service. Furthermore, the excluded
Employee receives credit for vesting under Article V for each
included vesting Year of Service notwithstanding the
Employee's excluded Employee status.




2.06 ELECTION NOT TO PARTICIPATE. If the Plan is a
Standardized Plan, the Plan does not permit an otherwise
eligible Employee nor any Participant to elect not to
participate in the Plan ("opt-out"). If the Plan is a 		Nonstandardized Plan, the Employer in its Adoption Agreement
must elect whether any  eligible Employee may elect irrevocably to
opt-out. The Employee prior to his/her Plan Entry Date must file an
opt-out election in writing with the Plan Administrator on a form
provided by the Plan Administrator for this purpose. 






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ARTICLE III


EMPLOYER CONTRIBUTIONS AND FORFEITURES



	Part 1. Amount of Employer Contributions and Plan

Allocations:   Sections 3.01 through 3.06




3.01   EMPLOYER CONTRIBUTIONS.




(A)   Amount and Types of Contribution. The Employer in its
Adoption Agreement will elect the amount and type(s) of
Employer Plan contribution(s). The Employer will not make a
contribution to the Trust for any Plan Year to the extent the
contribution would exceed the Participants' Maximum
Permissible Amounts. Unless otherwise provided in an
Addendum to its Adoption Agreement, the Employer need
not have net profits to make a contribution under the Plan. If
the Employer's Plan is a money purchase pension plan and
the Employer also maintains a defined benefit pension plan,
notwithstanding the money purchase pension plan formula in
the Employer's Adoption Agreement, the Employer's required
contribution to its money purchase pension plan for a Plan
Year is limited to the amount which the Employer may
deduct under Code § 404(a)(7). If the Employer under Code
§ 404(a)(7) must reduce its money purchase pension plan
contribution, the Plan Administrator will reduce each
Participant's allocation in the same ratio as the reduced total
Employer contribution bears to the original (unreduced)
Employer contribution.




(B) Form of Contribution/Related Employer. Subject to the
consent of the Trustee, the Employer may make its
contribution in property instead of cash, provided the
contribution of property is not a prohibited transaction under
the Code or under ERISA. Unless the Employer in its
Adoption Agreement makes a contrary election, the Plan
Administrator will allocate all Employer contributions and
forfeitures without regard to which contributing Related
Employer directly employs the affected Participants.




(C)   Time of Payment of Contribution. The Employer


may pay its contribution for any Plan Year in one or more
installments without interest. Unless otherwise required by
contract, by the Code or by ERISA, the Employer may make
its contribution to the Plan for a particular Plan Year at such
time(s) as the Employer in its sole discretion determines. If
the Employer makes a contribution for a particular Plan Year
after the close of that Plan Year, the Employer will designate
in writing to the Trustee the Plan Year for which the
Employer is making its contribution.




(D) Return of Employer Contribution. The Employer
contributes to the Plan on the condition its contribution is not
due to a mistake of fact and the Internal Revenue Service will
not disallow the deduction of the Employer's contribution.
The Trustee, upon written request from the Employer, must
return to the Employer the amount of the Employer's
contribution made by the Employer by mistake of fact or the
amount of the Employer's contribution disallowed as a
deduction under Code § 404. The Trustee will not return any
portion of the Employer's contribution under the provisions
of this Section 3.01(D) more than one year after:	 	          (1)   The Employer made the contribution by mistake of fact;
or




          (2)   The disallowance of the contribution as a deduction,
and then, only to the extent of the disallowance.




The Trustee will not increase the amount of the Employer
contribution returnable under this Section 3.01(D) for any earnings
attributable to the contribution, but the Trustee will decrease the
Employer contribution returnable for any losses attributable to the
contribution. The Trustee may require the Employer to furnish the
Trustee whatever evidence the Trustee deems necessary to enable
the Trustee to confirm the amount the Employer has requested be
returned, is properly returnable under ERISA.




3.02 DEFERRAL CONTRIBUTIONS. If the Plan includes a 40
1(k) arrangement, the Employer in its Adoption Agreement must
elect the Plan limitations and restrictions, if any, which apply to
deferral contributions or to cash or deferred contributions, if
applicable. Under Adoption Agreement Section 3.02, for purposes
of applying any Plan limit the Employer has elected on deferral
contributions, the Employer must elect to take into account the
Employee's entire Plan Year Compensation or to limit
Compensation to the portion of the Plan Year in which the
Employee actually is a Participant.




3.03 MATCHING CONTRIBUTIONS. If the Plan includes a
401(k) arrangement, the Employer in its Adoption Agreement must
elect the type(s) of matching contributions, the time period
applicable to any matching contribution formula, and as
applicable, the amount of matching contributions and the Plan
limitations and restrictions, if any, which apply to matching
contributions.




3.04 EMPLOYER CONTRIBUTION ALLOCATION.




(A)   Method of Allocation. The Employer in its Adoption


Agreement must specify, subject to this Section 3.04, the manner
of allocating Employer contributions to the Trust. For purposes of
this Section 3.04, Employer contributions include as applicable,
the Employer's nonelective contributions, money purchase pension
and target benefit contributions, but do not include deferral
contributions or, except under Section 3.04(B), matching
contributions.




(B)   Compensation Taken into Account. The Employer in its
Adoption Agreement Section 1.07 must specify the Compensation
the Plan Administrator is to take into account in allocating an
Employer contribution to a Participant's Account. For the Plan
Year in which the Employee first becomes a Participant in the Plan
(or in any portion of the Plan), the Employer may elect to take into
account the Employee's entire Plan Year Compensation or to limit
Compensation to the portion of the Plan Year in which the
Employee actually is a Participant. For all other Plan Years, the
Plan Administrator will take into account only the Compensation
determined for the portion of the








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	Plan Year in which the Employee actually is a Participant.
The Plan Administrator must take into account the
Employee's entire Compensation for the Plan Year to
determine whether the Plan satisfies the top-heavy minimum
allocation requirements of Article XII. The Employer, in its
Adoption Agreement, may elect to measure Compensation for
allocating its Employer contribution for a Plan Year on the
basis of a specified period other than the Plan Year.



(C)   Top-Heavy  Minimum Allocation. Unless the  Employer
in an Addendum to its Adoption Agreement elects to satisfy
any top-heavy minimum allocation requirement in another
plan (not maintained under this basic plan document), the
Employer in this Plan must satisfy the top-heavy
requirements of Article XII.




(D)   Allocation Conditions. Subject to any restoration
allocation required under the Plan, the Plan Administrator
will allocate and credit Employer contributions to the
Account of each Participant who satisfies the allocation
conditions of Section 3.06.




(E)   Alternative Allocation Formulas. The Plan
Administrator will allocate Employer contributions for the
Plan Year or other applicable period in accordance with the
allocation formula the Employer elects in its Adoption
Agreement. The Plan Administrator, in allocating under any
allocation formula which is based in whole or in part on
Compensation, only will take into account Compensation of
those Participants entitled to an allocation.




The Employer in its Adoption Agreement must elect, one or
more as applicable of the following allocation formulas:	 	will allocate the Employer contributions for a Plan Year in the
same ratio that each Participant's  Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan
Year, but not exceeding 3% of each Participant's Compensation.
Solely for purposes of this first tier allocation, a "Participant"
means, in addition to any Participant who satisfies the allocation
conditions of Section 3.06 for the Plan Year, any other Participant
entitled to a top-heavy minimum allocation under the Plan.




Under the second tier, the Plan Administrator will allocate the
Employer contributions for a Plan Year in the same ratio that each
Participant's Excess Compensation (as defined in Adoption
Agreement Section 3.04) for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year, but not
exceeding 3% of each Participant's Excess Compensation.




Under the third tier, the Plan 'Administrator will allocate the
Employer contributions for a Plan Year in the same ratio that each
Participant's Compensation plus Excess Compensation for the Plan
Year bears to the total Compensation plus Excess Compensation of
all Participants for the Plan Year. The allocation under this third
tier, as a percentage of each Participant's Compensation plus
Excess Compensation, must not exceed the applicable percentage
(2.7%. 2.4% or 1.3%) listed under Section 3.04(D)(4).




Under the fourth tier, the Plan Administrator will allocate any remaining Employer contributions for a Plan Year, in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year.




(4) Maximum disparity table. For purposes of the permitted
disparity allocation formulas under this Section 3.04, the
applicable percentage is:
	 	(1)   Nonintegrated (pro rata) allocation formula. The
Plan Administrator will allocate the Employer
contributions for a Plan Year in the same ratio that each
Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year.		Integration level %


of taxable


wage base	Applicable %


for 2-tiered


formula	Applicable %


for 4-tiered


formula
		(2)   Two-tiered permitted disparity allocation


formula. Under the first tier, the Plan Administrator will
allocate the Employer contributions for a Plan Year in the
same ratio that each Participant's Compensation plus
Excess Compensation (as defined in Adoption
Agreement Section 3.04) for the Plan Year bears to the
total Compensation plus Excess Compensation of all
Participants for the Plan Year. The allocation under this
first tier, as a percentage of each Participant's
Compensation plus Excess Compensation, must not
exceed the applicable percentage (5.7%. 5.4% or 4.3%)
listed under Section 3.04-(D)(4).

		100%




More than 80% but


less than 100%




More than 20%


(but not less than


$10,001) and not


more than 80%




20% (or $10,000, if


greater) or less	5.7%







5.4%













4.3%








5.7%	2.7%









2.4%











1.3%








2.7%
		Under the second tier, the Plan Administrator will
allocate any remaining Employer contributions for a Plan
Year in the same ratio that each Participant's
Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

	     	(5)   Overall permitted disparity limits.



(i)   Annual overall permitted disparity limit. Notwithstanding
Sections 3.04(D)(2) and (3), for any Plan Year the Plan benefits
any Participant who benefits under another qualified plan or under
a simplified employee pension plan (as
	
	(3)   Four-tiered permitted disparity allocation formula.
Under the first tier, the Plan Administrator		






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	 	defined in Code § 408(k)) maintained by the Employer
that provides for permitted disparity (or imputes
disparity), the Plan Administrator will allocate Employer
contributions to the Account of each Participant in the
same ratio that each Participant's Compensation bears to
the total Compensation of all Participants for the Plan
Year.



(ii)   Cumulative permitted disparity limit.  Effective for
Plan Years beginning after December 31, 1994, the
cumulative permitted disparity limit for a Participant is
35 total cumulative permitted disparity years. "Total
cumulative permitted disparity years"  means the number
of years credited to the Participant for allocation or
accrual purposes under the Plan, any other qualified plan
or simplified employee pension plan (whether or not
terminated) ever maintained by the Employer. For
purposes of determining the Participant's cumulative
permitted disparity limit, the Plan Administrator will
treat all years ending in the same calendar year as the
same year. If the Participant has not benefitted under a
defined benefit plan or under a target benefit plan of the
Employer for any year beginning after December 31,
1993, the Participant does not have a cumulative
permitted disparity limit.		(F)   Qualified Nonelective Contributions. The Employer
operationally may designate all or any portion of its nonelective
contributions as a qualified nonelective contribution. The
Employer, to facilitate the Plan Administrator's correction of test
failures under Sections 14.08, 14.09 and 14.10, also may make
qualified nonelective contributions to the Plan irrespective of
whether the Employer in its Adoption Agreement has elected to
provide nonelective contributions. The Employer in its Adoption
Agreement must elect whether the Plan Administrator will allocate
the Employer contributions designated as a qualified nonelective
contribution to all Participants or solely to Nonhighly
Compensated Employee Participants. The Employer operationally
must elect whether the Plan Administrator will allocate qualified
nonelective contributions: (1) to eligible Participants pro rata in
relation to Compensation; (2) to eligible Participants in the same
amount without regard to Compensation (flat dollar): or (3) under
the reverse allocation or other similar method. Under the reverse,
allocation method, the Plan Administrator, subject to Section 3.06.
will allocate a qualified nonelective contribution first to the
Nonhighly Compensated Employee Participant(s) with the lowest
Compensation for the Plan Year not exceeding the Maximum
Permissible Amount for each Participant, with any remaining
amounts allocated to the next highest paid Nonhighly
Compensated Employee Participant(s) not exceeding his/her
Maximum Permissible Amount and continuing in this manner until
the Plan Administrator has fully allocated the qualified nonelective
contribution.
	For purposes of this Section 3.04(D)(5), a Participant
"benefits" under the Plan for any Plan Year during which the
Participant receives, or is deemed to receive, a contribution
allocation in accordance with Treas. Reg. § 1.4l0(b)-3(a).		(G)   Qualified Replacement Plan. The Employer may establish or
maintain this Plan as a qualified replacement plan as described in
Code § 4980 under which the Plan may receive a transfer from a
terminating qualified plan the Employer also maintains. The Plan 
		(6)   Uniform points allocation formula. The Plan
Administrator will allocate the Employer contributions
for a Plan Year in the same ratio that each Participant's
points (as elected in Adoption Agreement Section 3.04)
bear to the total points of all Participants for the Plan
Year.




(7)   Incorporation of contribution formula. The Plan
Administrator will allocate the Employer's contributions
for a Plan Year in accordance with the contribution
formula the Employer has elected under Section 3.01.




(8)   Target benefit allocation formula. The Plan
Administrator will allocate the Employer contributions
for a Plan Year as provided in the Employer's target
benefit Adoption Agreement.




(9)   Davis-Bacon contract allocation formula. The Plan
Administrator will allocate the Employer contributions
for a Plan Year in accordance with the applicable Davis-Bacon contract pursuant to which the Employer has
made its contributions for the Plan Year. The Employer's
contributions will take into account each Participant's
hourly rate, employment category, employment
classification and such other factors the Davis-Bacon
contract may specify. For purposes of the Plan, "Davis-Bacon contract" includes a contract under any state
prevailing wage law.		Administrator will credit the transferred amounts to a suspense
account under the Plan and thereafter the Plan Administrator will
allocate the transferred amounts ,under this Section 3.04(G) in the
same manner as the Plan Administrator allocates Employer
nonelective contributions, unless the Employer specifies in an
Addendum to its Adoption Agreement: (1) to apply such
transferred amounts to the Plan's administrative expenses; or (2) if
the Plan includes a 40 1(k) arrangement, the Employer in its
Addendum designates such transferred amounts as matching
contributions.




3.05   FORFEITURE ALLOCATION. The amount of a
Participant's Account forfeited under the Plan is a Participant
forfeiture. The Plan Administrator, subject to Section 3.06, will
allocate Participant forfeitures at the time and in the manner the
Employer specifies in its Adoption Agreement. The Plan
Administrator will continue to hold the undistributed, non-Vested
portion of the  Account of a Participant who has separated from
Service solely for his/her benefit until a forfeiture occurs at the
time specified in Section 5.09 or if applicable, until the time
specified in Section 9.11. Except as provided under Section 5.04, a
Participant will not share in the allocation of a forfeiture of any
portion of his/her Account. If the Plan includes a 40 1(k)
arrangement, the Plan Administrator first will determine if a
Participant's forfeitures are attributable to nonelective or to
matching contributions, and the Plan Administrator  then will
allocate the forfeitures in the









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	manner the Employer has elected in its Adoption Agreement.
If the Employer elects to allocate forfeitures to reduce
nonelective or matching contributions and the forfeitures
exceed the amount of the contribution to which the Plan
Administrator will apply the forfeitures, the Plan
Administrator will allocate the remaining forfeitures as an
additional discretionary nonelective or discretionary
matching contribution or the Plan Administrator will apply
the forfeitures to the Employer's nonelective or matching
contribution in the succeeding Plan Year. A Participant's
forfeiture is attributable to matching contributions if the
forfeiture is: (1) a non-Vested matching Account forfeited in
accordance with Section 5.09 or, if applicable. Section 9.11;
(2) a non-Vested excess aggregate contribution (adjusted for
earnings) forfeited in correcting for nondiscrimination
failures under Section 14.09 or Section 14.10; or (3) an
"associated matching contribution," which includes any
Vested or non-Vested matching contribution (adjusted for
earnings) made with respect to elective deferrals or Employee
contributions the Plan Administrator distributes in correction
of Code § 402(g), Code § 415 or nondiscrimination failures
under Sections 14.07, 14.08, 14.09 or 14.10. An Employee
forfeits an associated matching contribution unless the
matching contribution is a Vested excess aggregate
contribution distributed in accordance with Sections 14.09 or
14.10.



3.06 ALLOCATION  CONDITIONS. The Plan Administrator
will determine the allocation conditions which apply to
Employer contributions (including matching contributions)
and Participant forfeitures on the basis of the Plan Year (or
on any other basis representing a reasonable division of the
Plan Year) in accordance with the Employer's elections in its
Adoption Agreement. A Participant does not accrue an
Employer contribution with respect to a Plan Year or other
applicable period until the Participant satisfies the allocation
conditions described in this Section 3.06. The Plan under a
401(k) arrangement may not impose any allocation
conditions with respect, to deferral contributions, safe harbor
contributions or SIMPLE contributions.




(A) Hours of Service Requirement. Except as required to
satisfy the top-heavy minimum allocation requirement of
Article XII, the Plan Administrator will not allocate any
portion of an Employer contribution for a Plan Year to any
Participant's Account if the Participant does not complete the
applicable minimum Hours of Service or consecutive
calendar days of employment requirement the Employer
specifies in its Adoption Agreement for the relevant period.
The Employer in its Standardized Adoption Agreement must
elect whether to require a Participant to complete during a
Plan Year 501 Hours of Service or to be employed for at least
91 consecutive calendar days under the Elapsed Time
Method, to share in the allocation of Employer contributions
for that Plan Year where the Participant is not employed by
the Employer on the Accounting Date of that Plan Year,
including the Plan Year in which the Employer terminates the
Plan.




(B) "Last Day" Employment Requirement. If the Plan is a
Standardized Plan, a Participant who is employed by the
Employer on the Accounting Date of a Plan Year will share
in the allocation of Employer contributions for that Plan Year
without regard to the Participant's Hours of		Service completed during that Plan Year. If the Plan is a
Nonstandardized Plan, the Employer  must   specify in, its
Adoption Agreement whether the Participant will benefit under the
Plan if the Participant is not employed by the Employer on the
Accounting Date of the Plan Year or other specified date. If the
Plan is a Nonstandardized money purchase Plan or target benefit
Plan, the Plan conditions Employer contribution allocations on a
Participant's employment with the Employer on the last day of the
Plan Year for the Plan Year in which the Employer terminates the
Plan.




(C)   Death, Disability or Normal Retirement Age. Unless the
Employer otherwise elects in its Adoption Agreement, any
allocation condition elected under Adoption Agreement Section
3.06 does not apply for a Plan Year if a Participant incurs a
Separation from Service during the Plan Year on account of the
Participant's death, Disability or attainment of Normal Retirement
Age in the current Plan Year or on account of the Participant's
Disability or attainment of Normal Retirement Age in a prior Plan
Year.




(D)   Other Conditions. In allocating Employer contributions under
the Plan, the Plan Administrator will not apply any other
conditions except those the Employer elects in its Adoption
Agreement or otherwise as the Plan may require.




(E)   Suspension of Allocation Conditions Under a
Nonstandardized Plan. The suspension provisions of this Section
3.06(E) do not apply unless the Employer elects in its
Nonstandardized Adoption Agreement to apply them. If Section
3.06(E) applies, the Plan suspends for a Plan Year the Adoption
Agreement Section 3.06 allocation conditions if the Plan fails in
that Plan Year to satisfy coverage under the Ratio Percentage Test,
unless in an Addendum to its Adoption Agreement, the Employer
specifies the Plan Administrator will apply this Section 3.06(E)
using the Average Benefit Percentage Test described in Code
§ 410(b)(2). A Plan satisfies coverage under the Ratio Percentage
Test if, on the last day of the Plan Year, the Plan's benefiting ratio
of the Nonhighly Compensated Includible Employees is at least
70% of the benefiting ratio of the Highly Compensated Includible
Employees.




The benefiting ratio of the Nonhighly Compensated Includible
Employees is the number of Nonhighly Compensated Includible
Employees benefiting under the Plan over the number of the
Includible Employees who are Nonhighly Compensated
Employees. "Includible" Employees are all Employees other than:
(I) those Employees excluded from participating in the Plan for the
entire Plan Year by reason of the collective bargaining unit or the
nonresident alien exclusions under Code § 410(b)(3) or by reason
of the age and service requirements of Article II; and (2) those
Employees who incur a Separation from Service during the Plan
Year and for the Plan Year fail to complete more than 500 Hours
of Service or at least 91 consecutive calendar days under the
Elapsed Time Method.




For purposes of coverage, an Employee is benefiting under the
Plan on a particular date if, under Section 3.04 of  the Plan, he/she
is entitled to an Employer contribution or to a Participant forfeiture
allocation for the Plan Year.







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	If this Section 3.06(E) applies for a Plan Year, the Plan
Administrator will suspend the allocation conditions for the
Nonhighly Compensated Includible Employees who are
Participants, beginning first with the Includible Employee(s)
employed by the Employer on the last day of the Plan Year,
then the Includible Employee(s) who have the latest
Separation from Service during the Plan Year, and continuing
to suspend the allocation conditions for each Includible
Employee who incurred an earlier Separation from Service,
from the  latest to the earliest Separation from Service date,
until the Plan satisfies coverage for the Plan Year. If two or
more Includible Employees have a Separation from Service
on the same day, the Plan Administrator will suspend the
allocation conditions for all such Includible Employees,
irrespective of whether the Plan can satisfy coverage by
accruing benefits for fewer than all such Includible
Employees. If the Plan for any Plan Year suspends the
allocation conditions for an Includible Employee, that
Employee will share in the allocation for that Plan Year of the
Employer contribution and Participant forfeitures, if any,
without regard to whether he/she has satisfied the allocation
conditions of this Section 3.06.



If the Plan includes Employer matching contributions subject
to ACP testing, this Section 3.06(E) applies separately to the
Code § 401(m) portion of the Plan.




Part 2. Limitations On Allocations: Sections 3.07 through
3.18




[Note: Sections 3.07 through 3.10 apply only to Participants
in this Plan who do not participate, and who have never
participated, in another qualified plan, individual medical
account (as defined in Code § 4l5(l)(2)), simplified employee
pension plan (as defined in Code § 408(k)) or welfare benefit
fund (as defined in Code § 419(e)) maintained by the
Employer, which provides an Annual Addition.]  




3.07   ANNUAL ADDITIONS LIMITATION. The


amount of Annual Additions which the Plan Administrator
may allocate under this Plan to a Participant's Account for a
Limitation Year may not exceed the Maximum Permissible
Amount. If the Annual Additions the Plan Administrator
otherwise would allocate under the Plan to a Participant's
Account would for the Limitation Year exceed the Maximum
Permissible Amount, the Plan Administrator will not allocate
the Excess Amount, but will instead take any reasonable,
uniform and nondiscriminatory action the Plan Administrator		the allocation to a Participant of any Employer contribution
previously made to the Plan   (exclusive of  deferral  contributions)
or of any Participant forfeiture. If an allocation of Employer
contributions previously made (excluding a Participant's deferral
contributions) or of Participant forfeitures would result in an
Excess Amount to a Participant's Account, the Plan Administrator
will allocate the Excess Amount to the remaining Participants who
are eligible for an allocation of Employer contributions for the Plan
Year in which the Limitation Year ends. The Plan Administrator
will make this allocation in accordance with the Plan's allocation
method as if the Participant whose Account otherwise would
receive the Excess Amount, is not eligible for an allocation of
Employer contributions. If the Plan Administrator allocates to a
Participant an Excess Amount, Plan Administrator must   dispose
of the Excess Amount in accordance with Section 3.10 (relating to
certain "reasonable errors" and allocation of forfeitures) or, if
Section 3.10 does not apply, the Plan Administrator will dispose of
the Excess Amount under Section 9:12.




3.08 ESTIMATING COMPENSATION. Prior to the determination
of the Participant's actual Compensation for a Limitation Year, the
Plan Administrator may determine the Maximum Permissible
Amount on the basis of the Participant's estimated annual
Compensation for such Limitation Year. The Plan Administrator
must make this determination on a reasonable and uniform basis
for all Participants similarly situated. The Plan Administrator must
reduce the allocation of any Employer contributions (including any
allocation of forfeitures) based on estimated annual Compensation
by any Excess Amounts carried over from prior Limitation Years.




3.09 DETERMINATION BASED ON ACTUAL
COMPENSATION. As soon as is administratively feasible after
the end of the Limitation Year, the Plan Administrator will
determine the Maximum Permissible Amount for the Limitation
Year on the basis of the Participant's actual Compensation for such
Limitation Year.




3.10 DISPOSITION OF ALLOCATED EXCESS AMOUNT. If,
because of a reasonable error in estimating a Participant's actual
Limitation Year Compensation, because of the allocation of
forfeitures, because of a reasonable error in determining a
Participant's deferral contributions or because of any other facts
and circumstances the Internal Revenue Service ("Revenue
Service") considers to constitute reasonable error, a Participant
receives an allocation of an Excess Amount for a Limitation Year,
the Plan Administrator will dispose of such Excess Amount as
follows:
	determines necessary to avoid allocation of an Excess
Amount. Such actions include, but are not limited to, those
described in this Section 3.07. If the Plan includes a 40 1(k)
arrangement, the Plan Administrator may apply this Section
3.07 in a manner which maximizes the allocation to a
Participant of Employer contributions (exclusive of the
Participants deferral contributions). Notwithstanding any
contrary Plan provision, the Plan Administrator, for the
Limitation Year, may: (1) suspend or limit a Participants
additional Employee contributions or deferral contributions;
(2) notify the Employer to reduce the Employer's future Plan
contribution(s) as necessary to avoid allocation to a
Participant of an Excess Amount; or (3) suspend or limit		  	(a)   The Plan Administrator first will return to the Participant
any Employee contributions (adjusted for earnings) and then
any   Participant deferral contributions (adjusted for earnings)
to the extent necessary to reduce or eliminate the Excess
Amount.




(b)   If, after the application of Paragraph (a), an Excess Amount still exists and the Plan covers the Participant at the end of the Limitation Year, the Plan Administrator then will use the Excess Amount(s) to reduce future Employer contributions (including any







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	 	allocation of forfeitures) under the Plan for the next
Limitation Year and for each succeeding Limitation
Year, as is necessary, for the Participant. If the
Employer's Plan is a profit sharing plan, a Participant
who is a Highly Compensated Employee may elect to
limit his/her Compensation for allocation purposes to the
extent necessary to reduce his/her allocation for the
Limitation Year to the Maximum Permissible Amount
and to eliminate the Excess Amount.



(c)   If, after the application   of Paragraph (a), an  Excess
Amount still exists and the Plan does not cover the
Participant at the end of the Limitation Year, the Plan
Administrator then will hold the Excess Amount
unallocated in a suspense account. The Plan
Administrator will apply the suspense account to reduce
Employer Contributions (including the allocation of
forfeitures) for all remaining Participants in the next
Limitation Year, and in each succeeding Limitation Year
if necessary. Neither the Employer nor any Employee
may contribute to the Plan for any Limitation Year in
which the Plan is unable to allocate fully a suspense
account maintained pursuant to this Paragraph (c).
Amounts held unallocated in a suspense account will not
share in any allocation of Trust Fund net income, gain or
loss.




(d)   The Plan Administrator under Paragraphs (b) or (c)
will not distribute any Excess Amount(s) to Participants
or to former Participants.		3.12 ESTIMATING COMPENSATION. Prior to the determination
of the Participant's actual Compensation for the Limitation Year,
the Plan Administrator may determine the Section 3.11 combined
plans limitation on the basis of the Participant's estimated annual
Compensation for such Limitation Year. The Plan Administrator
will make this determination on a reasonable and uniform basis for
all Participants similarly situated. The Plan Administrator must
reduce the allocation of any Employer contribution (including the
allocation of Participant forfeitures) based on estimated annual
Compensation by any Excess Amounts carried over from prior
years.




3.13 DETERMINATION BASED ON ACTUAL
COMPENSATION. As soon as is administratively feasible after
the end of the Limitation Year, the Plan Administrator will
determine the Section 3.11 combined plans limitation on the basis
of the Participant's actual Compensation for such Limitation Year.




3.14 ORDERING  OF  ANNUAL  ADDITION ALLOCATIONS.
If, because of a reasonable error in estimating a Participant's actual
Limitation Year Compensation, because of the allocation of
forfeitures, because of a reasonable error in determining a
Participant's deferral contributions or because of any other facts
and circumstances the Revenue Service considers to constitute
reasonable error, a Participant's Annual Additions under this Plan
and the Code § 415 aggregated plans result in an Excess Amount,
such Excess Amount will consist of the Amounts last allocated.
The Plan Administrator will determine the Amounts last allocated
by treating the Annual Additions attributable to a simplified
employee
	[Note: Sections 3.11 through 3.15 apply only to Participants
who, in addition to this Plan, participate in one or more M&P
defined contribution plans (including Paired Plans), welfare
benefit funds (as defined in Code § 419(e)), individual
medical accounts (as defined in Code § 415(l)(2), or
simplified employee pension plans (as defined in Code
§ 408(k)) maintained by the Employer and which provide an
Annual Addition during the Limitation Year (collectively
"Code § 415 aggregated plans").]		pension as allocated first, followed by allocation to a welfare
benefit fund or individual medical account, irrespective of the
actual allocation date. If the Plan Administrator allocates an Excess
Amount to a Participant on an allocation date of this Plan which
coincides with an allocation  date of another plan, unless the
Employer specifies otherwise in an Addendum to its Adoption
Agreement, the Excess Amount attributed to this Plan will equal
the product of:
	3.11   COMBINED PLANS ANNUAL ADDITIONS
LIMITATION. The amount of Annual Additions which the
Plan Administrator may allocate under this Plan to a
Participant's Account for a Limitation Year may not exceed
the Maximum Permissible Amount, reduced by the sum of
any Annual Additions allocated to the Participant's accounts
for the same Limitation Year under the Code § 415
aggregated plans. If the amount the Employer otherwise 			(a)   the total Excess Amount allocated as of such date,
multiplied by




(b)   the ratio of (i) the Annual Additions allocated to the
Participant as of such date for the Limitation Year under the
Plan to (ii) the total Annual Additions allocated to the
Participant as of such date for the Limitation Year under this
Plan and the Code § 415 aggregated plans.
	would allocate to the Participant's Account under this Plan
would cause the Annual Additions for the Limitation Year to
exceed this Section 3.11 combined plans limitation, the
Employer will reduce the amount of its allocation to that
Participant's Account in the manner described in Section
3.07, so the Annual Additions under all of the Code § 415
aggregated plans for the Limitation Year will equal the
Maximum Permissible Amount. If the Plan Administrator
allocates to a Participant an amount attributed to this Plan
under Section 3.14 which exceeds this Section 3.11
combined plans limitation, the Plan Administrator must
dispose of the Excess Amount in accordance with Section
3.15 (relating to certain "reasonable errors" and allocation of
forfeitures) or, if Section 3.15 does not apply, the Plan
Administrator will dispose of the Excess Amount under
Section 9.12.	 	3.15 DISPOSITION OF ALLOCATED EXCESS AMOUNT
ATTRIBUTABLE TO PLAN. The Plan Administrator will dispose
of any allocated Excess Amounts described in and attributed to this
Plan under Section 3.14 as provided in Section 3.10 or, as
applicable under Section 9.12.




[Note: Section 3.16 applies only to Participants who, in addition to
this Plan, participate in one or more qualified defined contribution
plans maintained by the Employer during the Limitation Year, but
which are not M&P plans described in Sections 3.11 through
3.15.]






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	3.16 OTHER DEFINED CONTRIBUTION PLANS
LIMITATION. If a Participant is a participant in another
defined contribution plan maintained by the Employer, but
which plan is not an M&P plan described in Sections 3.11
through 3.15, the Plan Administrator must limit the allocation
to the Participant of Annual Additions under this Plan as
provided in Sections 3.11 through 3.15, as though the other
defined contribution plan were an M&P plan, unless the
Employer specifies otherwise in an  Addendum to its
Adoption Agreement.



   3.17 DEFINED BENEFIT PLAN LIMITATION. If


the Employer maintains a defined benefit plan, or has ever
maintained a defined benefit plan which the Employer has
terminated, then the sum of the defined benefit plan fraction
and the defined contribution plan fraction for any Participant
for any Limitation Year beginning before January 1, 2000,
must not exceed 1.0. The 1.0 limitation of the immediately
preceding sentence does not apply for Limitation Years
beginning after December 31, 1999, unless the Employer in
Appendix B to its Adoption Agreement specifies a later
effective date. To the extent necessary to satisfy the 1.0
limitation, if the Employer still maintains the defined benefit
plan as an active plan, the Employer in its Adoption
Agreement Appendix B will elect whether to reduce the
Participant's projected annual benefit under the defined
benefit plan under which the Participant participates, or to
reduce its contribution or allocation on behalf of the
Participant to the defined contribution plan(s) under which
the Participant participates. If the Employer has frozen or
terminated the defined benefit plan, the Employer will reduce
its contribution or allocation on behalf of the Participant to
the defined contribution plan(s) under which the Participant
participates. The Employer must provide in Appendix B to its
Adoption Agreement the manner in which the Plan will
satisfy the top-heavy requirements of Code § 416 after taking
into account the existence (or prior maintenance) of the
defined benefit plan.




3.18   DEFINITIONS - ARTICLE III. For purposes of


Article III:


   	 		aggregate contributions described in Code § 401(m). Excess deferrals described in Code § 402(g), which the Plan Administrator corrects by distribution by April 15 of the following calendar year, are not Annual Additions.




(b)   "Compensation" for purposes of applying the limitations
of Part 2 of this Article Ill, means Compensation as defined
in Section 1.07, except, for Limitation Years beginning after
December 31, 1997, Compensation includes Elective
Contributions, irrespective of whether the Employer has
elected to include these amounts as Compensation under
Section 1.07 of its Adoption Agreement and any exclusion
the Employer has elected in Section 1.07 of the Adoption
Agreement does not apply.




(c)   "Employer" means the Employer and any Related
Employer. Solely for purposes of applying the limitations of
Part 2 of this Article III, the Plan Administrator will
determine Related Employer by modifying Code §  4l4(b) and
(c) in accordance with Code § 415(h).




(d)   "Excess Amount" means the excess of the Participant's
Annual Additions for the Limitation Year over the Maximum
Permissible Amount.




(e)   "Limitation Year" means the period the Employer elects
in its Adoption Agreement Section 1.24. All qualified plans
of the Employer must use the same Limitation Year. If the
Employer amends the Limitation Year to a different 12-consecutive month period, the new Limitation Year must
begin on a date within the Limitation Year for which the
Employer makes the amendment, creating a short Limitation
Year.




(f)   "M&P Plan" means a prototype plan the form of which is
the subject of a favorable opinion letter (or prior to Revenue
Procedure 2000-20, a favorable notification or favorable
opinion letter) from the Revenue Service.




(g)   "Maximum Permissible Amount" means the lesser of: (i)
$30,000 (or, if greater, the $30,000 amount as adjusted under 
		(a) "Annual Additions" means the sum of the following
amounts allocated to a Participant's Account for a
Limitation Year: (i) all Employer contributions
(including Participant deferral contributions); (ii) all
forfeitures: (iii) all Employee contributions; (iv) Excess
Amounts reapplied to reduce Employer contributions
under Section 3.10 or Section 3.15; (v) amounts allocated
after March 31, 1984, to an individual medical account 			Code § 415(d)). or (ii) 25% of the Participant's Compensation
for the Limitation Year. If there is a short Limitation Year
because of a change in Limitation Year, the Plan
Administrator will multiply the $30,000 (or adjusted)
limitation by the following fraction:




Number of months in the short Limitation Year

12
		(as defined in Code § 415(l)(2)) included as part of a
pension or annuity plan maintained by the Employer; (vi)
contributions paid or accrued after December 31, l985 for 		The 25% limitation does not apply to any contribution for medical
benefits within the meaning of  Code § 401(h) or Code § 419A(f)(2)
which otherwise is an Annual Addition.
	 	taxable years ending after December 31, 1985,
attributable to post-retirement medical benefits allocated
to the separate account of a key employee (as defined in
Code § 419A(d)(3)) under a welfare benefit fund (as
defined in Code § 419(e)) maintained by the Employer;
(vii) amounts allocated under a Simplified Employee
Pension Plan; and (viii) corrected excess contributions
described in Code § 401(k) and corrected excess	 		(h)   "Defined contribution plan" means a retirement plan
which provides for an individual account for each participant
and for benefits based solely on the amount contributed to the
participant's account, and any income, expenses, gains and
losses, and any forfeitures of accounts of other participants
which the






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	 	plan may allocate to such participant's account. The Plan
Administrator must treat all defined contribution plans
(whether or not terminated) maintained by the Employer
as a single plan. Solely for purposes of the limitations of
Part 2 of this Article III, employee contributions made to
a defined benefit plan maintained by the Employer is a
separate defined contribution plan. The Plan
Administrator also will treat as a defined contribution
plan an individual medical account (as defined in Code
§ 415(l)(2)) included as part of  a defined benefit plan 		of the annual benefits under such defined benefit plans which the
Participant had accrued as of the end of the 1986   Limitation Year
(the last Limitation Year beginning before January 1, 1987),
determined without regard to any change in the terms or conditions
of the defined benefit plan made after May 5, 1986, and without
regard to any cost of living adjustment occurring after May 5,
1986. This Current Accrued Benefit rule applies only if the defined
benefit plans individually and in the aggregate satisfied the
requirements of Code § 415 as in effect at the end of the 1986
Limitation Year.
	 	maintained by the Employer and, for taxable years
ending after December 31, 1985, a welfare benefit fund
under Code § 419(e) maintained by the Employer to the
extent there are post-retirement medical benefits
allocated to the separate account of a key employee (as
defined in Code § 419A(d)(3)).



(i) "Defined benefit plan" means a retirement plan which
does not provide for individual accounts for  Employer
contributions. All defined benefit plans (whether or not
terminated) maintained by the Employer are a single
plan.	     	  	(k)   "Defined contribution plan fraction" means the
following fraction:



The sum, as of the close of the Limitation Year,
of the Annual Additions for all Limitation Years

to the Participant's Account under
the defined contribution plan(s)


The sum of the lesser of the following amounts determined

for the Limitation Year and for each prior Limitation Year

of service with the Employer: (i) 125% (subject to the "100%

limitation" in Paragraph (1)) of the dollar limitation in effect

under Code § 415(c)( l)(A) for the Limitation Year

	[Note: The definitions in Paragraphs (j), (k) and (I) apply
only if the limitation described in Section 3.17 applies to the
Plan.]			(determined  without regard to the special dollar limitations for employee stock ownership plans), or (ii) 35% of the Participant's Compensation for the Limitation Year
		(j) "Defined benefit plan fraction" means the following
fraction:



Projected annual benefit of the Participant under
the defined benefit plan(s)


The lesser of: (i) 125% (subject to the "100% limitation"

in Paragraph (1)) of the dollar limitation in effect under

Code § 415(b)(1)(A) for the Limitation Year, or

(ii) 140% of the Participant's average Compensation for

his/her high three (3) consecutive Years of Service
		For purposes of determining the defined contribution plan fraction,
the Plan Administrator will not recompute Annual Additions in
Limitation Years beginning prior to January 1, 1987, to treat all
Employee contributions as Annual Additions. If the Plan satisfied
Code § 415 for Limitation Years beginning prior to January 1,
1987, the Plan Administrator will redetermine the defined
contribution plan fraction and the defined benefit plan fraction as
of the end of the 1986 Limitation Year, in accordance with this
Section 3.18. If the sum of the redetermined fractions exceeds 1.0,
the Plan Administrator will subtract permanently from the 
	To determine the denominator of this fraction, the Plan
Administrator will make any adjustment required under Code
§ 415(b) and will determine a Year of Service, unless the
Employer provides otherwise in an Addendum to its
Adoption Agreement, as a Plan Year in which the Employee
completed at least 1,000 Hours of Service. The "projected
annual benefit" is the annual retirement benefit (adjusted to
an actuarially equivalent straight life annuity if the defined
benefit plan expresses such benefit in a form other than a 		numerator of the defined contribution plan fraction an amount
equal to the product of: (1) the excess of the sum of the fractions
over 1.0, times (2) the denominator of the defined contribution
plan fraction. In making the adjustment, the Plan Administrator
must disregard any accrued benefit under the defined benefit plan
which is in excess of the Current Accrued Benefit. This Plan
continues any transitional rules applicable to the determination of
the defined contribution plan fraction under the Plan as of the end
of the 1986 Limitation Year.
	straight life annuity or qualified joint and survivor annuity) of
the Participant under the terms of the defined benefit plan on
the assumptions he/she continues employment until his/her
normal retirement age (or current age, if later) as stated in the
defined benefit plan, his/her compensation continues at the
same rate as in effect in the Limitation Year under
consideration until the date of his/her normal retirement age
and all other relevant factors used to determine benefits under
the defined benefit plan remain constant as of the current
Limitation Year for all future Limitation Years.




Current Accrued Benefit. If the Participant accrued benefits
in one or more defined benefit plans maintained by the
Employer which were in existence on May 6, 1986, the dollar
limitation used in the denominator of this fraction will not be
less than the Participant's Current Accrued Benefit. A
Participant's Current Accrued Benefit is the sum	 		(1)   "100% limitation"  means the limitation in Code § 416(h)
which applies if the plan is top-heavy. If the 100% limitation
applies, the Plan Administrator must determine the
denominator of the defined benefit plan fraction and the
denominator of the defined contribution plan fraction by
substituting 100% for 125%. If this Plan is a Standardized
Plan, the 100% limitation applies in all Limitation Years,
unless the Employer specifies otherwise in an Addendum to
its Adoption Agreement. If the Employer overrides the 100%
limitation under a Standardized Plan, the Employer must
specify in its Addendum the manner in which the Plan
satisfies the extra minimum benefit requirement of Code
§ 416(h) and the 100% limitation






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	 	must continue to apply if the Plan's top-heavy ratio
exceeds 90%. If this Plan is a Nonstandardized Plan, the
100% limitation applies only if: (1) the Plan's top-heavy
ratio exceeds 90%; or (ii) the Plan's top-heavy ratio is
greater than 60%, and the Employer does not specify in
its Adoption Agreement to provide extra minimum
benefits which satisfy Code § 416(h)(2).			























































































































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ARTICLE IV


PARTICIPANT CONTRIBUTIONS




	   4.01 PARTICIPANT   CONTRIBUTIONS. For purposes of
this Article IV, Participant contributions means all Employee
contributions described in Section 4.02, deductible Participant
contributions described in Section 4.03 ("DECs") and rollover
contributions described Section 4.04.



   4.02 EMPLOYEE CONTRIBUTIONS. An Employee
contribution is a nondeductible contribution which a
Participant makes to the Trust as permitted under this Section
4.02. A deferral contribution made by a Participant under a
401(k) arrangement is not an Employee contribution.
Employee contributions must satisfy the nondiscrimination
requirements of Code § 401(m). See Section 14.09. An
Employer must elect in its Adoption Agreement whether to
permit Employee contributions. If the Employer elects to
permit Employee contributions, the Employer also must
specify in its Adoption Agreement any conditions or
limitations which may apply to Employee contributions. If the
Employer permits Employee contributions, the Employer
operationally will determine if a   Participant will make
Employee contributions through payroll deduction or by other
means.




The Employer must elect in its Adoption Agreement whether
the Employer will make matching contributions with respect to
any Employee contributions and any conditions or limitations
which may apply to those matching contributions. Any
matching contribution must satisfy the nondiscrimination
requirements of Code § 401(m). See Section 14.09.




   4.03 DECs.  A DEC is a deductible Participant contribution
made to the Plan for a taxable year commencing prior to 1987.
If a Participant has made DECs to the Plan, the Plan
Administrator must maintain a separate Account for the
Participant's DECs as adjusted for earnings, including DECs
which are part of a rollover contribution described in Section
4.04. The DECs Account is part of the Participant's Account
for all purposes of the Plan, except for purposes of determining
the top-heavy ratio under Article XII. The Plan Administrator
may not use a Participant's DECs Account to purchase life
insurance on the Participant's behalf.




   4.04 ROLLOVER CONTRIBUTIONS. A rollover
contribution is an amount of cash or property which the Code
permits an eligible Employee or Participant to transfer directly
or indirectly to this Plan from another qualified plan. A
rollover contribution excludes Employee contributions, as
adjusted for earnings. An Employer operationally and on a
nondiscriminatory basis, may elect to permit or not to permit
rollover contributions to this Plan or may elect to limit an
eligible Employee's right or a Participant's right to make a
rollover contribution. If an Employer permits rollover
contributions, any Participant (or as applicable, any eligible
Employee), with the Employer's written consent and after
filing with the Trustee the form prescribed by the Plan
Administrator, may make a rollover contribution to the Trust.
Before accepting a rollover contribution, the Trustee may
require a Participant (or eligible Employee) to furnish
satisfactory evidence the		proposed transfer is in fact a "rollover contribution" which the
Code permits an employee to make to a qualified plan. The
Trustee, in its sole discretion, may decline to accept a rollover
contribution of property which could: (I) generate unrelated
business taxable income; (2) create difficulty or undue expense in
storage, safekeeping or valuation; or (3) create other practical
problems for the Trust. A rollover contribution is not an Annual
Addition under Part 2 of Article III.




If an eligible Employee makes a rollover contribution to the Trust
prior to satisfying the Plan's eligibility conditions, the Plan
Administrator and Trustee must treat the Employee as a limited
Participant (as described in Rev. Rul. 96-48 or in any successor
ruling). A limited Participant does not share in the   Plan's
allocation of Employer contributions nor Participant forfeitures and
may not make deferral contributions if the Plan includes a 40 1(k)
arrangement until he/she actually becomes a Participant in the
Plan. If a limited Participant has a Separation from Service prior to
becoming a Participant in the Plan, the Trustee will distribute
his/her rollover contributions Account to him/her in accordance
with Article VI as if it were an Employer contributions Account.




   4.05 PARTICIPANT CONTRIBUTIONS - VESTING. A
Participant's Participant contributions Account is, at all times,
100% Vested.




   4.06 PARTICIPANT CONTRIBUTIONS - DISTRIBUTION.
Subject to any contrary Employer election in its Adoption
Agreement Appendix A, an Employee, after attaining age 70 1⁄2
may elect to receive distribution prior to Separation from Service
("in-service distribution") of all or any part of his/her Participant
contributions Account. The Employer in its Adoption Agreement
Section 6.01 must elect the additional in-service distribution
election rights, if any, a Participant has with respect to his/her
Participant contributions Account. For purposes of the Employer's
Adoption Agreement elections regarding in-service distribution of
Participant contributions, a Participant's Employee contributions
also includes DECs. A Participant will not incur a forfeiture of any
Account under the Plan solely as a result of the distribution of
his/her Participant contributions.




The Trustee, following a Participant's Separation from Service, will
distribute to the Participant his/her Participant contributions
Account in accordance with Article VI in the same manner as the
Trustee distributes the Participant's Employer contributions
Account.




   4.07 PARTICIPANT CONTRIBUTIONS - INVESTMENT
AND  ACCOUNTING. The Plan Administrator must maintain a
separate Account in the name of each Participant to reflect his/her
Participant contributions (including, if applicable, the different
types of Participant contributions), as adjusted for earnings. The
Trustee will invest all Participant contributions as part of the Trust
Fund.








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ARTICLE V


VESTING




	   5.01   NORMAL/EARLY RETIREMENT AGE. The
Employer in its Adoption Agreement must specify the Plan's
Normal Retirement Age. An Employer in its Adoption
Agreement may specify an Early Retirement Age. A
Participant's Account Balance derived from Employer
contributions is 100% Vested upon and after his/her attaining
Normal Retirement Age (or if applicable, Early Retirement
Age) if the Participant is employed by the Employer on or after
that date.



   5.02 PARTICIPANT DEATH OR DISABILITY.   Unless the
Employer elects otherwise in its Adoption Agreement, a
Participant's Account Balance derived from Employer
contributions is 100% Vested if the Participant's Separation
from Service is a result of his/her death or his/her Disability.




   5.03 VESTING SCHEDULE. Except as provided in Sections
5.01 and 5.02, for each Year of Service as described in Section
5.06, a Participant's Vested percentage of his/her Account
Balance derived from Employer contributions equals the
percentage under the vesting schedule the Employer has
elected in its Adoption Agreement.




For purposes of Adoption Agreement Section 5.03, "6-year
graded," "3-year cliff," "7-year graded" or "5-year cliff" means
an Employee's Vested percentage, based on each included
Year of Service, under the following applicable schedule:		distribution to a partially-Vested Participant prior to its restated
Effective Date and is unable to apply the cash-out provisions of
Section 5.04 to that prior distribution, this special vesting formula
also applies to that Participant's remaining Account Balance. The
Employer, in an Addendum to its Adoption Agreement, may elect
to modify this formula to read as follows: P(AB + ® x D)) - ® x
D). For purposes of this alternative formula, "R" is the ratio of
"AB" to the Participant's Employer-derived Account Balance
immediately following the earlier distribution.




(B) Special Vesting Elections. The Employer in its Adoption
Agreement  may elect other specified vesting provisions which are
consistent with Code § 411 and applicable Treasury regulations.




   5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
 PARTICIPANTS/ RESTORATION OF FORFEITED ACCOUNT
BALANCE. If, pursuant to Article VI, a partially-Vested
Participant receives a cash-out distribution before he/she incurs a
Forfeiture Break in Service, the Participant will incur an immediate
forfeiture of the non-Vested portion of his/her Account Balance. If
a partially-Vested Participant's Account is entitled to an allocation
of Employer contributions or Participant forfeitures for the Plan
Year in which he/she otherwise would incur a forfeiture by reason
of a cash-out distribution, the Plan Administrator will apply the
cash-out forfeiture rule as if the partially-Vested Participant
received a cash-out distribution on the first day of the immediately
following Plan Year. A partially-Vested Participant is 
	6-year graded




0-1 year / 0%


2 years/ 20%


3 years/ 40%


4 years/ 60%


5 years/ 80%


6 years/ 100%




3-year cliff




0-2 years / 0%


3 years/ 100%	 	7-year graded




0-2 years / 0%


3 years/ 20%


4 years/ 40%


5 years/ 60%


6 years/ 80%


7 years/ 100%




5-year cliff




0-4 years / 0%


5 years/ 100% 
		a Participant whose Vested percentage determined under Section
5.03 is more than 0% but is less than 100%. A cash-out
distribution is a distribution to the Participant (whether involuntary
or with required consent as described in Article   VI), of his/her
entire Vested Account Balance due to the Participant's Separation
from Service.




(A)   Forfeiture Restoration and Conditions for Restoration. A
partially-Vested Participant re-employed by the Employer after
receiving a cash-out distribution of the Vested percentage of
his/her Account Balance may repay to the Trust the entire amount
of the cash-out distribution attributable to Employer contributions
without any adjustment for gains and losses, unless the  Participant 
	(A)   "Grossed-Up" Vesting Formula. If the Trustee makes a
distribution (other than a cash-out distribution described in
Section 5.04) to a partially-Vested Participant, and the
Participant has not incurred a Forfeiture Break in Service at
the relevant time, the provisions of this Section 5.03(A) apply
to the Participant's Account Balance. At any relevant time
following the distribution, the Plan Administrator will
determine the Participant's Vested Account Balance derived
from Employer contributions in accordance with the following
formula: P(AB + D) - D.




To apply this formula, "F" is the Participant's current vesting
percentage at the relevant time, "AB" is the Participant's
Employer-derived Account Balance at the relevant time and
"D" is the amount of the earlier distribution. If, under a
restated Plan, the Plan has made		no longer has a right to restoration under this Section 5.04(A). If a
re-employed Participant repays his/her cash-out distribution, the
Plan Administrator, subject to the conditions of this Section
5.04(A), must restore the Participant's Account Balance
attributable to Employer contributions to the same dollar amount
as the dollar amount of his/her Account Balance on the Accounting
Date, or other valuation date, immediately preceding the date of the
cash-out distribution, unadjusted for any gains or losses occurring
subsequent to that Accounting Date, or other valuation date.
Restoration of the Participant's Account Balance includes
restoration of all Protected Benefits with respect to that restored
Account Balance, in accordance with applicable Treasury
regulations. The Plan








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	Administrator will not restore a re-employed Participant's
Account Balance under this Section 5.04 (A) if:  		Balance derived from Employer contributions is entirely forfeitable
at the time of his/her Separation from Service. If a 0% Vested
	

	(1) 5 years have elapsed since the Participant's first
re-employment date with the Employer following the cash-out
distribution;



(2)   The Participant is not in the Employer's Service on the
date the Participant repays his/her cash-out distribution; or




(3)   The Participant has incurred a Forfeiture Break in Service.
This condition also applies if the Participant makes repayment
within the Plan Year in which he/she incurs the Forfeiture
Break in Service and that Forfeiture Break in Service would
result in a complete forfeiture of the amount the Plan
Administrator otherwise would restore.

		 Participant's Account is not entitled to an allocation of Employer
contributions for the Plan Year in which the Participant has a
Separation from Service, the Plan Administrator will apply the
deemed cash-out rule as if the 0% Vested Participant received a
cash-out distribution on the date of the Participant's Separation
from Service. If a 0% Vested Participant's Account is entitled to an
allocation of Employer contributions or Participant forfeitures for,
the Plan Year in which the Participant has a Separation from
Service, the Plan Administrator will apply the deemed cash-out
rule as if the 0% Vested Participant received a cash-out
distribution on the first day of the first Plan Year beginning after
his/her Separation from Service. For purposes of applying the
restoration provisions of this Section 5.04.  the Plan Administrator
will treat a re-employed 0% Vested Participant as repaying his/her 
	
	(B) Time and Method of Forfeiture Restoration. If none of the
conditions in Section 5.04(A) preventing restoration of the
Participant's Account Balance applies, the Plan Administrator
will restore the Participant's Account Balance as of the Plan
Year Accounting Date coincident with or immediately
following the repayment. To restore the Participant's Account
Balance, the Plan Administrator, to the extent necessary, will
allocate to the Participant's Account:
		cash-out "distribution" on the date of the Participant's re-employment with the Employer.



   5.05   ACCOUNTING FOR CASH-OUT REPAYMENT. As
soon as is administratively practicable, the Plan Administrator will
credit to the Participant's Account the cash-out amount a
Participant has repaid to the Plan. Pending the restoration of the
Participant's Account Balance, the Plan Administrator under 
		(1)   First, the amount, if any, of Participant forfeitures the
Plan Administrator otherwise would allocate under Section
3.05;




(2)   Second, the amount, if any, of the Trust Fund net
income or gain for the Plan Year; and




(3)   Third, the Employer contribution for the Plan Year to
the extent made under a discretionary formula.

		Section 9.08(B) may direct the Trustee to place the Participant's
cash-out repayment in a temporary segregated investment Account.
Unless the cash-out repayment qualifies as a Participant rollover
contribution, the Plan Administrator will direct the Trustee to repay
to the Participant as soon as is administratively practicable, the full
amount of the Participant's cash-out repayment if the Plan
Administrator determines any of the conditions of Section 5.04(A)
prevents restoration as of the applicable Accounting Date,
notwithstanding the Participant's repayment.

	In an Addendum to its Adoption Agreement, the Employer
may eliminate as a means of restoration any of the amounts
described in clauses (1), (2) and (3) or may change the order of
priority of these amounts. To the extent the amounts described
in clauses (1), (2) and (3) are insufficient to enable the Plan
Administrator to make the required restoration, the Employer
must contribute, without regard to any requirement or
condition of Article III, the additional amount necessary to
enable the Plan Administrator to make the required restoration.
If, for a particular Plan Year, the Plan Administrator must
restore the Account Balance of more than one re-employed
Participant, the Plan Administrator will make the restoration
allocations from the amounts described in clauses (1), (2) and
(3) to each such Participant's Account in the same proportion
that a Participant's restored amount for the Plan Year bears to
the restored amount for the Plan Year of all re-employed
Participants. A cash-out restoration allocation is not an Annual
Addition under Part 2 of Article III.



(C) Deemed Cash-out of 0% Vested Participant. Except as the
Employer may provide in an Addendum to its Adoption
Agreement, the deemed cash-out rule of this Section 5.04(C)
applies to any 0% Vested Participant. A "0% Vested
Participant" is a Participant whose Account		5.06 YEAR OF SERVICE - VESTING. For purposes of
determining a Participant's vesting under Section 5.03, "Year of
Service" means the 12-consecutive month vesting computation
period the Employer elects in its Adoption Agreement during
which an Employee completes the number of Hours of Service (not
exceeding 1,000) specified in the Adoption Agreement or, if the
Plan applies the Elapsed Time Method of crediting Vesting
Service, the vesting computation period for which the Employee
receives credit for a Year of Service under the Service crediting
rules of Section 1.15(D). A Year of Service includes any Year of
Service completed prior to the Effective Date of the Plan, except as
provided in Section 5.08.




5.07 BREAK IN SERVICE AND FORFEITURE BREAK IN
SERVICE - VESTING. For purposes of this Article V, a
Participant incurs a "Break in Service" if during any vesting
computation period he/she does not complete more than 500 Hours
of Service or, if the Plan applies the Elapsed Time Method of
crediting Service, the Participant has a Period of Severance of at
least 12 consecutive months. If, pursuant to Section 5.06, the Plan
does not require more than 500 Hours of Service to receive credit
for a Year of Service, a Participant incurs a Break in Service in a
vesting computation period in which he/she fails to complete a
Year of Service. A Participant incurs a








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	Forfeiture Break in Service when he/she incurs 5 consecutive
Breaks in Service. The Plan does not apply the Break in
Service (one year hold-out) rule for vesting under Code
§ 41l(a)(6)(B). Therefore, an Employee need not complete a
Year of Service after a Break in Service before the Plan takes
into account the Employee's otherwise includible pre- Break
Years of Service under this Article V.



5.08   INCLUDED YEARS OF SERVICE - VESTING. For
purposes of determining "Years of Service" under Section
5.06, the Plan takes into account all Years of Service an
Employee completes with the Employer except:

		date the Employer adopts the amendment, or the date the
amendment becomes effective) in the  Participant's existing and
future Account Balance attributable to Employer contributions, to
a percentage less than the Vested percentage computed under the
Plan without regard to the amendment. Furthermore, an amended
vesting schedule will apply to a Participant only if the Participant
receives credit for at least one Hour of Service after the new
vesting schedule becomes effective.



If the Employer amends the Plan's vesting schedule, each
Participant having completed at least 3 Years of Service (as
described in Section 5.06) with the Employer prior to the 
	 	(a)   For the sole purpose of determining a Participant's
Vested percentage of his/her Account Balance derived
from Employer contributions which accrued for his/her
benefit prior to a Forfeiture Break in Service or receipt of a
cash-out distribution, the Plan disregards any Year of
Service after the Participant first incurs a Forfeiture Break
in Service or receives a cash-out distribution (except where
the Plan Administrator restores the Participant's Account
under Section 5.04(A)).




(b)   Consistent with Code § 41 l(a)(4), any Year of Service
the Employer elects to exclude under its Adoption
Agreement.

		expiration of the election period described below, may irrevocably
elect to have the Plan Administrator determine the Vested
percentage of his/her Account Balance without regard to the
amendment. The Participant must file his/her election with the Plan
Administrator within 60 days of the latest of: (a) the Employer's
adoption of the amendment; (b) the effective date of the
amendment; or (c) the Participant's receipt of a copy of the
amendment. The Plan Administrator, as soon as practicable, must
forward a true copy of any amendment to the vesting schedule to
each affected Participant, together with a written explanation of the
effect of the amendment, the appropriate form upon which the
Participant may make an election to remain under the pre-amendment vesting schedule and notice of the time within which 
	5.09 FORFEITURE  OCCURS. A Participant's forfeiture of
his/her non-Vested Account Balance derived from Employer
contributions occurs under the Plan on the earlier of:
		the Participant must make an election to remain under the pre
amendment vesting schedule. The election described in this
Section 5.11 does not apply to a Participant if the amended vesting 
		(a)   The last day of the vesting computation period in
which the Participant first incurs a Forfeiture Break in
Service; or



(b)   The date the Participant receives a cash-out
distribution.

		schedule provides for vesting at least as rapid at any time as the
vesting schedule in effect prior to the amendment. For purposes of
this Section 5.11, an amendment to the vesting schedule includes
any Plan amendment which directly or indirectly affects the
computation of the Vested percentage of a Participant's Account
Balance. Furthermore, any shift in the Plan's vesting schedule 
	The Plan Administrator determines the percentage of a
Participant's Account Balance forfeiture, if any, under this
Section 5.09 solely by reference to the vesting schedule the
Employer elected in its Adoption Agreement. A Participant
does not forfeit any portion of his/her Account Balance for any
other reason or cause except as expressly provided by this
Section 5.09 or as provided under Section 9.11.



5.10 RULE OF PARITY - VESTING. The Employer may elect
in its Adoption Agreement to apply the "rule of panty" under
Code § 411(a)(6)(D) for purposes of determining vesting Years
of Service. Under the rule of parity, the Plan Administrator
excludes a Participant's Years of Service before a Break in
Service if: (a) the number of the Participant's consecutive
Breaks in Service equals or exceeds 5; and (b) the Participant
is 0% Vested in his/her Account Balance derived from
Employer contributions at the time he/she has the Breaks in
Service.




5.11   AMENDMENT TO VESTING SCHEDULE. The
Employer under Section 13.02 may amend the Plan's vesting
schedule(s) under Section 5.03 at any time. However, the Plan
Administrator will not apply the amended vesting schedule to
reduce any Participant's existing Vested percentage
(determined on the later of the		under Article XII, due to a change in the Plan's top-heavy status, is
an amendment to the vesting schedule for purposes of this Section
5.11.




5.12 DEFERRAL CONTRIBUTIONS TAKEN INTO ACCOUNT.
If the Plan includes a 401(k) arrangement, the vesting rules
described in Article V must take into account a Participant's
deferral contributions for purposes of determining: (1) if a
Participant's distribution is of his/her entire Vested Account
balance as required for a cash-out distribution under Section 5.04:
(2) if a Participant repays the entire amount of a prior cash-out
distribution so the Participant is entitled to restoration under
Section 5.04(A); and (3) if a Participant is 0% vested under
Section 5.04(C) and under Section 5.10.








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ARTICLE VI 


DISTRIBUTIONS


	6.01 TIMING  OF DISTRIBUTION. The Plan Administrator
will direct the Trustee to commence distribution of a
Participant's Vested Account Balance in accordance with this
Section 6.01 upon the Participant's Separation from Service for
any reason, or if the Participant exercises an in-Service
distribution right under the Plan. The Trustee may make Plan
distributions on any administratively practicable date during
the Plan Year, consistent with the Employer's elections in its
Adoption Agreement.



(A)   Distribution upon Separation from Service (other than
death).




(1)   Participant's Vested Account Balance not exceeding
$5,000. Upon the Participant's Separation from Service for any
reason other than death, the Plan Administrator (without any
requirement of Participant or spousal consent) will direct the
Trustee to distribute the Participant's Vested Account Balance
(determined in accordance with Section 6.01(A)(6)) not
exceeding $5,000 in a lump sum (without regard to Section
6.04), at the time specified in the Adoption Agreement. but in
no event later than the 60th day following the close of the Plan
Year in which the later of the following events occur: (a) the
Participant attains Normal Retirement Age: or (b) the
Participant Separates from Service.




(2)   Participant's Vested Account Balance exceeds $5,000.
Upon the Participant's Separation from Service for any reason
other than death, the Plan Administrator, subject to the
Participant's election to postpone distribution under this
Section 6.0 l(A)(2) and the consent requirements of Section
6.0l(A)(5), will direct the Trustee to commence distribution of
the Participant's Vested Account Balance (determined in
accordance with Section 6.01(A)(6)) exceeding $5,000, at the
time specified in the Adoption Agreement and in a form under
Section 6.03 elected by the Participant. Any election under this
Section 6.0 l(A)(2) is subject to the requirements of Section
6.02 and of Section 6.04.




A Participant eligible to make an election under this Section
6.01(A)(2) may elect to postpone distribution beyond the time
the Employer has elected in its Adoption Agreement. to any
specified date including, but not beyond the Participant's
Required Beginning Date, unless the Employer, in its
Adoption Agreement, specifically limits a Participant's right to
postpone distribution of his/her Account Balance to the later of
the date the Participant attains age 62 or Normal Retirement
Age. The Plan Administrator will reapply  the notice and
consent requirements of Section 6.0l(A)(4) and Section
6.0l(A)(5) to any distribution postponed under this Section
6.0l(A)(2).




In the absence of a Participant's consent and distribution
election (as described in Section 6.0l(A)(5)) or in the absence
of the Participant's election to postpone distribution prior to
his/her annuity starting date, the Plan Administrator, consistent
with the Employer's elections in its Adoption Agreement, will
treat the Participant as having		elected to postpone his/her distribution until the 60th day following
the close of the Plan Year in which the latest of the following
events occurs: (a) the Participant attains Normal Retirement Age;
(b) the Participant attains age 62; or (c) the Participant Separates
from Service. At the applicable date, the Plan Administrator then
will direct the Trustee to distribute the Participant's Vested
Account Balance in a lump sum (or, if applicable, the annuity form
of distribution required under Section 6.04).




(3)   Disability. If the Participant's Separation from Service is
because of his/her Disability, the Plan Administrator will direct the
Trustee to pay the Participant's Vested Account Balance in the
same manner as if the Participant had incurred a Separation from
Service without Disability.




(4)   Distribution notice/annuity starting date. At least 30 days and
not more than 90 days prior to the Participant's annuity starting
date, the Plan Administrator must provide a written notice (or a
summary notice as permitted under Treasury regulations) to a
Participant who is eligible to make an election under Section
6.0l(A)(2) ("distribution notice"). The distribution notice must
explain the optional forms of benefit in the Plan, including the
material features and relative values of those options, and the
Participant's right to postpone distribution until the applicable date
described in Section 6.0l(A)(2). For all purposes of this Article VI,
the term "annuity starting date" means the first day of the first
period for which the Plan pays an amount as an annuity or in any
other form but in no event is the "annuity starting date" earlier than
a Participant's Separation from Service.




   (5)   Consent requirements/Participant distribution, election. A
Participant must consent, in writing, following receipt of the
distribution notice, to any distribution under this Section 6.01, if at
the time of the distribution to the Participant, the Participant's
Vested Account Balance exceeds $5,000 and the Participant has
not attained the later of Normal Retirement Age or age 62.
Accounts which are distributable prior to the foregoing applicable
age are "immediately distributable."  Furthermore, the Participant's
spouse also must consent, in writing, to any distribution, for which
Section 6.04 requires the spouse's consent. The Participant may
reconsider his/her distribution election at any time prior to the
annuity starting date and elect to commence distribution as of any
other distribution date permitted under the Plan or under the
Adoption Agreement. A Participant may elect to receive
distribution at any administratively practicable time which is
earlier than 30 days following the Participant's receipt of the
distribution notice, by waiving in writing the balance of the 30
days. However, if the requirements of Section 6.04 apply, the
Participant may not elect to commence distribution less than 7
days following the Participant's receipt of the distribution notice.
The consent requirements of this Section 6.01(A)(5) do not apply
with respect to defaulted loans described in Section 10.03(E).




(6)   Determination of Vested Account Balance,











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	For purposes of the consent requirements under this Article VI,
the Plan Administrator determines a Participant's Vested
Account Balance as of the most recent valuation date
immediately prior to the distribution date, and takes into
account the Participant's entire Account, including deferral
contributions. The Plan Administrator in determining the
Participant's Vested Account Balance at the relevant time, will
disregard a Participant's Vested Account Balance existing on
any prior date, except as the Code otherwise may require.



(7)   Consent to cash-out/forfeiture, If a Participant is partially-Vested in his/her Account Balance, a Participant's election
under Section 6.0l(A)(2) to receive distribution prior to the
Participant's incurring a Forfeiture Break in Service, must be
in the form of a cash-out distribution as defined in Section
5.04.




(8)   Return to employment. A Participant may not receive a
distribution by reason of Separation from Service, or continue
any installment distribution based on a prior Separation from
Service, if, prior to the time the Trustee actually makes the
distribution, the Participant returns to employment with the
Employer.




(B)   Distribution upon Death. In the event of the Participant's
Separation from Service on account of death, the Plan
Administrator will direct the Trustee, in accordance with this
Section 6.01(B) and subject to Section 6.02(D). to distribute to
the Participant's Beneficiary the Participant's Vested Account
Balance remaining in the Trust at the time of the Participant's
death.




The Plan Administrator, subject to the requirements of
Sections 6.04 and 6.02(D) or to a Beneficiary's written election
(if authorized by the next paragraph of this Section 6.01(B)),
must direct the Trustee to distribute or commence distribution
of the deceased Participant's Vested Account Balance, as soon
as administratively practicable following the Participant's
death or, if later, the date on which the Plan Administrator
receives notification of, or otherwise confirms, the Participant's
death. If the Participant's Vested Account Balance determined
in accordance with Section 6.0l(A)(6) does not exceed $5,000,
the Trustee will distribute the balance in a lump sum without
regard to Section 6.04. If the Participant's Vested Account
Balance exceeds $5,000, the Trustee will distribute the balance
subject to Section 6.02(D).




If the Participant's death benefit is payable in full to the
Participant's surviving spouse, the surviving spouse may elect
distribution at any time and in any form (except a joint and
survivor annuity) the Plan would permit a Participant to elect
upon Separation from Service. The Participant, on a form
prescribed by the Plan Administrator, may (subject to the
requirements of Section 6.04) elect the payment method or the
payment term or both, which will apply to any Beneficiary,
including his/her surviving spouse. The Participant's election
may limit any Beneficiary's right to increase the frequency or
the amount of any payments. Any payment term elected by the
Participant must not exceed the payment term the Code
otherwise would permit the Beneficiary to elect upon the
Participant's death.		(C)   In-Service Distribution. The Employer must elect in its
Adoption Agreement the distribution election rights, if any, a
Participant has prior to his/her Separation from Service ("in-service
distribution"). Subject to any contrary Employer election in
Appendix A to its Adoption Agreement, a Participant upon
attaining age 70 1/2,  until he/she incurs a Separation from Service,
has a continuing election to receive all or any portion of his/her
Account Balance, including Employer contributions and
Participant contributions. If the Employer elects in its Adoption
Agreement additional in-service distribution of any Employer
contribution (including deferral contributions), the Employer in its
Adoption Agreement must specify events or conditions, if any,
applicable to such in-service distributions. For special
requirements regarding hardship distributions, see Section 6.09.
The Employer also must elect in its Adoption  Agreement the
additional in-service distribution rights, if any, a Participant has
with respect to Participant contributions as defined in Section 4.01.
If a Participant receives an in-service distribution as to a partially-Vested Account, and the Participant has not incurred a Forfeiture
Break in Service, the Plan Administrator will apply the vesting
provisions of Section 5.03A).




A Participant must make any permitted in-service distribution
election under this Section 6.01(C) in writing and on a form
prescribed by the Plan Administrator which specifies the
percentage or dollar amount of the distribution and the
Participant's Plan Account (Employer contributions or Participant
contributions and type) to which the election applies. If the Plan
permits in-service distributions, a Participant only may elect to
receive one in-service distribution per Plan Year under this Section
6.0 1(C) unless the election form prescribed by the Plan
Administrator provides for more frequent distributions. The
Trustee, as directed by the Plan Administrator and subject to
Sections 6.0l(A)(4), 6.0l(A)(5) and 6.04, will distribute the
amount(s) a Participant elects in single sum, as soon as
administratively practicable after the Participant files his/her in-service distribution election with the Plan Administrator. The
Trustee will distribute the Participant's remaining Account Balance
in accordance with the other provisions of this Article VI.




The Trustee, prior to a Participant's Normal Retirement Age or
Disability may not make any in-service distribution to the
Participant with respect to his/her Account Balance attributable to
assets (including post-transfer earnings on those assets) and
liabilities transferred, within the meaning of Code § 414(1), to a
profit sharing plan from a money purchase pension plan or from a
target benefit plan qualified under Code § 401(a) (other than any
portion of those assets and liabilities attributable to Employee
contributions).




6.02 REQUIRED MINIMUM DISTRIBUTIONS.




(A) Priority of Required Minimum Distribution. If any distribution
under this Article VI (by Plan provision or by Participant election
or nonelection), would commence later than the Participant's
required beginning date ("RBD"), the Plan Administrator instead
must direct the Trustee to make distribution on the Participant's
RBD, subject only to the TEFRA election, if applicable, under
Section 6.11. The








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	Employer in its Adoption Agreement Appendix B may elect to
apply a special effective date to the RBD definition or may
elect in Appendix A to continue to apply the RBD definition in
effect prior to 1997 ("pre-SBJPA RBD"). The Employer in its
Adoption Agreement also may elect to require distribution
earlier than the RBD.



(1)   RBD  more than 5% owner, A Participant's RBD is the
April 1 following the close of the calendar year in which the
Participant attains age 70 1⁄2  if the Participant is a more than
5% owner (as defined in Code § 416) with respect to the Plan
Year ending in that calendar year. If a Participant is a more
than 5% owner at the close of the relevant calendar year, the
Participant may not discontinue required minimum
distributions notwithstanding the Participant's subsequent
change in ownership status.




(2)   RBD  non 5% owners. If the Participant is not a more
than 5% owner, his/her RBD is the April 1 following the close
of the calendar year in which the Participant incurs a
Separation from Service or, if later, the April 1 following the
close of the calendar year in which the Participant attains age
70 1/2. If a Participant is not a more than 5% owner, his/her
pre-SBJPA RBD (if applicable) is April 1 following the close
of the calendar year in which the Participant attains age 70 1/2.




(3)   Form of distribution. The Trustee will make a required
minimum distribution at the Participant's RBD in a lump sum
(or, if applicable, the annuity form of distribution required
under Section 6.04) unless the Participant, pursuant to the
provisions of this Article VI, makes a valid election to receive
an alternative form of payment.




(B) Participant Transitional Elections.




(1)   Election to discontinue distributions. A Participant who:
(a) is not a more than 5% owner; (b) had attained age 70 1⁄2
prior to 1997; (C) had commenced prior to 1997 required
minimum distributions under the pre   SBJPA RBD; and (d)
has not incurred a Separation from Service, has a continuing
election to discontinue receiving distributions from the Plan
(which previously were required minimum distributions under
the Plan). A Participant who makes an election under this
Section 6.02(B)( 1) must establish a new annuity starting date
when he/she recommences payment of his/her Account
Balance under the Plan. A married Participant who is subject
to Section 6.04 must obtain spousal consent: (a) to discontinue
his/her distributions under this Section 6.04(B)( 1) if
distributions are in QJSA form; and (b) to recommence
benefits in a form other than a QJSA. A Participant may not
make any election under this Section 6.02(B)( 1) which is
inconsistent with any QDRO applicable to the Participant's
Account.




(2)   Election to postpone distributions. A Participant who: (a)
is not a more than 5% owner; and (b) attained age 70 1⁄2  after
1996 (or who attained age 70 1⁄2  in 1996, but who had not
commenced his/her required minimum distributions in 1996)
may elect under this Section 6.02(B)(2) to postpone
distribution of required minimum distributions until the
Participant's RBD established under Section 6.02(A). If the
Participant attained age 70 1⁄2  in 1996, he/she must have
elected under this Section 6.02(B)(2) to postpone distributions
by		December 31, 1997. If the Participant attained age 70 1⁄2  after
1996, he/she must make the election to postpone distribution under
this Section 6.01(B)(2) not later than April 1 of the calendar year
following the year in which the Participant attains age 70 1/2.




(3)   Election requirements. All Participant elections made under
this Section 6.01(B) are subject to and must be consistent with the
Employer's RBD elections in its Adoption Agreement Appendices
A and B. A Participant makes his/her - election under this Section
6.02(B) in writing on a form prescribed by the Plan Administrator.




(C) Minimum Distribution Requirements for Participants. The Plan
Administrator may not direct the Trustee to distribute, the
Participant's Vested Account Balance, nor may the Participant
elect to have the Trustee distribute his/her Vested Account
Balance, under a method of payment which, as of the Participant's
RBD, does not satisfy the minimum distribution requirements
under Code § 401(a)(9) and the applicable Treasury regulations.




(1)   Calculation of amount. The required minimum distribution for
a calendar year ("distribution calendar year") equals the
Participant's Vested Account Balance as of the latest valuation date
preceding the beginning of the distribution calendar year (such
valuation date being within the "valuation calendar year") divided
by the Participant's life expectancy or, if applicable, the joint and
last survivor expectancy of the Participant and his/her designated
Beneficiary (as determined under Article VIII, subject to the
requirements of Code § 401(a)(9)). The Plan Administrator will
increase the Participant's Vested Account Balance, as determined
on the relevant valuation date, for contributions or forfeitures
allocated after the valuation date and by December 31 of the
valuation calendar year, and will decrease the valuation by
distributions made after the valuation date and by December 31 of
the valuation calendar year. For purposes of this valuation, any
portion of the required minimum distribution for the first
distribution calendar year made after the close of that year is a
distribution occurring in that first distribution calendar year.




(2)   Recalculation. In computing a required minimum distribution,
the Plan Administrator must use the unisex life expectancy
multiples under Treas. Reg. §  1.72-9. The Plan Administrator, only
upon the Participant's timely election, will compute the required
minimum distribution for a distribution calendar year subsequent
to the first distribution calendar year by redetermining
("recalculation" of) the Participant's life expectancy or the
Participant's and spouse designated Beneficiary's life expectancies
as elected. However, the Plan Administrator may not redetermine
the joint life and last survivor expectancy of the Participant and a
nonspouse designated Beneficiary in a manner which takes into
account any adjustment to a life expectancy other than the
Participant's life expectancy. A Participant must elect recalculation
under this Section 6.02(C)(2) in writing and on a form the Plan
Administrator prescribes, not later than the Participant's RBD.




(3)   Minimum distribution incidental benefit (MI)LB). If the
Participant's spouse is not his/her






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	designated Beneficiary, a method of payment to the Participant
(whether by Participant election or, by Plan Administrator
direction) must satisfy the MDIB requirement under Code
§ 401(a)(9) for distributions made on or after the Participant's
RBD and before the Participant's death. To satisfy the MDIB
requirement, the Plan Administrator will compute the
Participant's required minimum distribution by substituting the
applicable MDIB divisor for the applicable life expectancy
factor, if the MDIB divisor is a lesser number. Following the
Participant's death, the Plan Administrator will compute the
minimum distribution required by Section 6.02(D) solely on
the basis of the applicable life expectancy factor and will
disregard the MDIB factor.



(4) Payment due date. The required minimum distribution for
the first distribution calendar year is due by the Participant's
RBD. The required minimum distribution for each subsequent
distribution calendar year, including the calendar year in which
the Participant's RBD occurs, is due by December 31 of that
year.




(5) Nontransferable annuity. If the Participant receives
distribution in the form of a Nontransferable Annuity, the
distribution satisfies this Section 6.02(C) if the contract
complies with the requirements of Code § 40l(a)(9).




(D)   Minimum Distribution Requirements for


Beneficiaries. The method of distribution to the


Participant's Beneficiary must satisfy Code § 40lta)(9).




(1) Death after RBD, If the Participant's death occurs after
his/her RBD (or earlier, if the Participant had commenced an
irrevocable annuity pursuant to Section 6.04), the Trustee must
distribute the Participant's remaining benefit to the Beneficiary
at least as rapidly as under the method in effect for the 		valuation date preceding the beginning of the distribution calendar
year divided by the designated Beneficiary's life expectancy. The
Plan Administrator must use the unisex life expectancy multiples
under Treas. Reg. §  1.72-9 for purposes of applying this Section
6.02(D).




(3)   Recalculation. The Plan Administrator, only upon the
Participant's election (under Section 6,02(C)(2)) or the
Participant's surviving spouse designated Beneficiary's election,
will recalculate the life expectancy of the Participant's surviving
spouse not more frequently than annually, However, the Plan
Administrator may not recalculate the life expectancy of a
nonspouse designated Beneficiary after the Trustee commences
payment to the designated Beneficiary, The Plan Administrator
will apply this Section 6,02(D) by treating any amount paid to the
Participant's child, which becomes payable to the Participant's
surviving spouse upon the child's attaining the age of majority, as
paid to the Participant's surviving spouse, A surviving spouse
designated Beneficiary must elect recalculation under this
§ 6,02(D)(3) in writing and on a form the Plan Administrator
prescribes not later than the last day of the spouse's first
distribution year.




(4) Beneficiary election. If the Participant under Section 6.01(B)
had not elected the payment method or payment term, the
Participant's Beneficiary must elect the method of distribution no
later than the date specified above upon which the Trustee must
commence distribution to the Beneficiary. If the Beneficiary fails
to elect timely a distribution method, the Plan Administrator must
commence distribution within the time required for a Participant
who dies without a designated Beneficiary.




(E)   Model Amendment. The employer in Appendix B to its
Adoption Agreement may elect to apply the following IRS Model
Amendment:
	Participant. determined without regard to the MDIB
requirements of Section 6.02(C)(3).




(2) Death prior to RBD. If the Participant's death occurs prior
to his/her RBD (and the Participant had not commenced an
irrevocable annuity pursuant to Section 6.04). the method of
payment to the Beneficiary, subject to Section 6.04, must
provide for completion of payment to the Beneficiary over a
period not exceeding: (a) 5 years after the date of the
Participant's death; or (b) if the Beneficiary is a designated
Beneficiary, the designated Beneficiary's life expectancy. A
designated Beneficiary is a Beneficiary designated by the
Participant or determined under Section 8.02. The Plan
Administrator may not direct payment of the Participant's
Vested Account Balance over a period described in clause (b)
unless the Trustee will commence payment to the designated
Beneficiary no later than the December 31 following the close
of the calendar year in which the Participant's death occurred
or, if later, and the designated Beneficiary is the Participant's
surviving spouse, December 31 of the calendar year in which
the Participant would have attained age 70 1/2.




If the Trustee will make distribution in accordance with clause
(b) of this Section 6.02(D)(2), the minimum distribution for a
distribution calendar year equals the Participant's Vested
Account Balance as of the latest			With respect to distributions under the Plan made on or after
the effective date the Employer specifies in Appendix B to its
Adoption Agreement, for calendar years beginning on or after
January 1, 2001, the Plan will apply the minimum distribution
requirements of section 401 (a)(9) of the Internal Revenue
Code in accordance with the regulations under section
401(a)(9) that were proposed on January 17, 2001, (the "2001
Proposed Regulations"), notwithstanding any provision of the
Plan to the contrary. If the total amount of required minimum
distributions made to a Participant for 2001 prior to the
Appendix B effective date are equal to or greater than the
amount of required minimum distributions determined under
the 2001 Proposed Regulations, then no additional
distributions are required for such Participant for 2001 on or
after such date. If the total amount of required minimum
distributions made to a Participant for 2001 prior to the
Appendix B effective date are less than the amount determined
under the 2001 Proposed Regulations, then the amount of
required minimum distributions for 2001 on or after such date
will be determined so that the total amount of required
minimum distributions for 2001 is the amount determined
under the 2001 Proposed Regulations. This amendment shall
continue in effect until the last calendar year beginning before
the effective date of








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	final regulations under section 401 ( a)(9) or such other date as
may be published by the Internal  Revenue Service.



   6.03 METHOD OF DISTRIBUTION. Subject to any
contrary requirements imposed by Sections 6.01 (including
6.01(C) regarding in-service distributions), 6.02 or 6.04, a
Participant or a Beneficiary may elect distribution under one,
or any combination, of the following methods: (a) by payment
in a lump sum; or (b) by payment in monthly, quarterly or
annual installments over a fixed reasonable period of time, not
exceeding the life expectancy of the Participant, or the joint
life and last survivor expectancy of the Participant and his/her
designated Beneficiary. The Employer may elect in its
Adoption Agreement to modify the methods of payment
available under this Section 6.03. If the Employer's Plan is a
restated Plan, the Employer in its Adoption Agreement and in
accordance with Treas. Reg. § l.4ll(d)-4, may elect to eliminate
from the prior Plan certain Protected Benefits. If the Employer
elects or is required to provide an annuity, the annuity must:
(1) be a Nontransferable Annuity: and (2) otherwise comply
with the Plan terms.




The distribution options permitted under this Section 6.03 are
available only if the Participant's Vested Account Balance, as
determined under Section 6.0l(A)(6), exceeds $5,000. To
facilitate, installment payments under this Article VI. the Plan
Administrator under Section 9,08(B) may direct the Trustee to
segregate all or any part of the Participant's Account Balance
in a segregated investment Account. Under an installment
distribution, the Participant or the Beneficiary, at any time,
may elect to accelerate the payment of all, or any portion, of
the Participant's unpaid Vested Account Balance.




Pending final accounting for a valuation date, the Plan
Administrator may make a partial distribution to a Participant
who has incurred a Separation from Service or to a
Beneficiary.




6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND
TO SURVIVING SPOUSES.




(A) Qualified Joint and Survivor Annuity (QJSA). The Plan
Administrator must direct the Trustee to distribute a married or
unmarried Participant's Vested Account Balance in the form of
a QJSA, unless the Participant, and spouse if the Participant is
married, waive the QJSA in accordance with Section 6.05. If,
as of the annuity starting date, the Participant is married (even
if the Participant has not been married throughout the one year
period ending on the annuity starting date), a QJSA is an
immediate annuity which is purchasable with the Participant's
Vested Account Balance and which provides a life annuity for
the Participant and a survivor annuity payable for the
remaining life of the Participant's surviving spouse equal to
50% of the amount of the annuity payable during the life of the
Participant. If, as of the annuity starting date, the Participant is
not married, a QJSA is an immediate life annuity for the
Participant which is purchasable with the Participant's Vested
Account Balance. A life annuity means an annuity payable in
equal installments for the life of the Participant that terminates
upon the Participant's death.		(B)   Qualified Preretirement Survivor Annuity (QPSA). If a
married Participant dies prior to his/her annuity starting date, the
Plan Administrator will direct the Trustee to distribute a portion of
the Participant's Vested Account Balance to the Participant's
surviving spouse in the form of a QPSA, unless: (I) the Participant
has a valid waiver election (as described in Section 6.06) in effect;
or (2) the Participant and his/her spouse were not married
throughout the one year period ending on the date of the
Participant's death. The Employer in an Addendum to its Adoption
Agreement may elect not to apply the one year of marriage
requirement in clause (2). A QPSA is an annuity which is
purchasable with 50% of the Participant's Vested Account Balance
(determined as of the date of the Participant's death) and which is
payable for the life of the Participant's surviving spouse. The value
of the QPSA is attributable to Employer ,contribution and, to
Participant contributions in the same proportion as the Participant's
Vested Account Balance is attributable to those contributions. The
portion of the Participant's Vested Account Balance not payable as
a QPSA is payable to the Participant's Beneficiary, in accordance
with the remaining provisions of this Article VI.




(C) Surviving Spouse Elections. If the Participant's Vested
Account Balance which the Trustee would apply to purchase the
QPSA exceeds $5,000, the Participant's surviving spouse may elect
to have the Trustee commence payment of the QPSA at any time
following the date of the Participant's death, but not later than the
mandatory distribution periods described in Section 6.02, and may
elect any of the forms of payment described in Section 6.03, in lieu
of the QPSA. In the absence of an election by the surviving spouse,
the Plan Administrator must direct the Trustee to distribute the
QPSA on the earliest administratively practicable date following
the close of the Plan Year in which the latest of the following
events occurs: (1) the Participant's death; (2) the date the Plan
Administrator receives notification of or otherwise confirms the
Participant's death; (3) the date the Participant would have attained
Normal Retirement Age; or (4) the date the Participant would have
attained age 62.




(D) Effect of Waiver. If the Participant has in effect a valid waiver election regarding the QJSA or the QPSA, the Plan Administrator must direct the Trustee to distribute the Participant's Vested Account Balance in accordance with Sections 6.01, 6.02 and 6.03.




(E) Loan Offset. The Plan Administrator will reduce the
Participant's Vested Account Balance by any security interest
(pursuant to any offset rights authorized by Section 10.03(E)) held
by the Plan by reason of a Participant loan, to determine the value
of the Participant's Vested Account Balance distributable in the
form of a QJSA or QPSA, provided the loan satisfied the spousal
consent requirement described in Section 10.03(E).




(F) Effect of QDRO. For purposes of applying this Article VI, a
former spouse (in lieu of the Participant's current spouse) is the
Participant's spouse or surviving spouse to the extent provided
under a QDRO described in Section 6.07. The provisions of this
Section 6.04, and of Sections 6.05 and 6.06, apply separately to the
portion of the Participant's Vested Account Balance subject to a








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	QDRO and to the portion of the Participant's Vested Account
Balance not subject to the QDRO.



(G) Vested Account Balance Not Exceeding $5,000. The
Trustee must distribute in a lump sum, a Participant's Vested
Account Balance which the Trustee otherwise under Section
6.04 would apply to provide a QJSA or QPSA benefit, where
the Participant's Vested Account Balance determined under
Section 6.0l(A)(6) does not exceed $5,000.




(H)   Profit Sharing Plan Exception. If this Plan is a profit
sharing plan, the Employer in its Adoption Agreement must
elect the extent to which the preceding provisions of Section
6.04 apply. The Employer may elect to exempt from the
provisions of Section 6.04, all Participants ("Exempt
Participants") except the following Participants to whom
Section 6.04 must be applied: (1) a Participant as respects
whom the Plan is a direct or indirect transferee from a plan
subject to the Code § 417 requirements and the Plan received
the transfer after December 31, 1984, unless the transfer is an
elective transfer described in Section 13.07; (2) a Participant
who elects a life annuity distribution (if Section 13.02 of the
Plan requires the Plan to provide a life annuity distribution
option): and (3) a Participant whose benefits under a defined
benefit plan maintained by the Employer are offset by benefits
provided under this Plan. If the Employer elects to apply this
Section 6.04 to all Participants, the preceding provisions of
this Section 6.04 apply to all Participants without regard to the
limitations of this Section 6.04(H), Sections 6.05 and 6.06
only apply to Participants to whom the provisions of this
Section 6.04 apply.




6.05 WAIVER ELECTION - QJSA. At least 30 days and not
more than 90 days before the Participant's annuity starting
date, the Plan Administrator must provide the Participant a
written explanation of the terms and conditions of the QJSA,
the Participant's right to make, and the effect of, an election to
waive the QJSA benefit, the rights of the Participant's spouse
regarding the waiver election and the Participant's right to
make, and the effect of, a revocation of a waiver election
("QJSA notice"). The Plan does not limit the number of times
the Participant may revoke a waiver of the QJSA or make a
new waiver during the election period. The Participant (and
his/her spouse, if the Participant is married), may revoke an
election to receive a particular form of benefit at any time until
the annuity starting date.




A married Participant's QJSA waiver election is not valid
unless: (a) the Participant's spouse (to whom the survivor
annuity is payable under the QJSA), after the Participant has
received the QJSA notice, has consented in writing to the
waiver election, the spouse's consent acknowledges the effect
of the election, and a notary public or the Plan Administrator
(or his/her representative) witnesses the spouse's consent; (b)
the spouse consents to the alternative form of payment
designated by the Participant or to any change in that
designated form of payment; and (c) unless the spouse is the
Participant's sole primary Beneficiary, the spouse consents to
the Participant's Beneficiary designation or to any change in
the Participant's Beneficiary designation. The spouse's consent
to a waiver of the QJSA is irrevocable, unless the		Participant revokes the waiver election. The spouse may execute a
blanket consent to the Participant's future payment form election or
Beneficiary designation, if the spouse acknowledges the right to
limit his/her consent to a specific designation but, in writing,
waives that right.




The Plan Administrator will accept as valid a waiver election
which does not satisfy the spousal consent requirements if the Plan
Administrator establishes the Participant does not have a spouse,
the Plan Administrator is not able to locate the Participant's spouse,
the Participant is legally separated or has been abandoned (within
the meaning of applicable state law) and the Participant has a court
order to that effect, or other circumstances exist under which the
Secretary of the Treasury will excuse the spousal consent
requirement. If the Participant's spouse is legally incompetent to
give consent, the spouse's legal guardian (even if the guardian is
the Participant) may give consent.




6.06 WAIVER ELECTION - QPSA. The Plan Administrator must
provide a written explanation of the QPSA to each married
Participant ("QPSA notice"), within the following period which
ends last: (1) the period beginning on the first day of the Plan Year
in which the Participant attains age 32 and ending on the last day
of the Plan Year in which the Participant attains age  34; (2) a
reasonable period after an Employee becomes a Participant; (3 a
reasonable period after Section 6.04 of the Plan becomes
applicable to the Participant; or (4) a reasonable period after the
Plan no longer satisfies the requirements for a fully subsidized
benefit. A "reasonable period" described in clauses (2), (3) and (4)
is the period beginning one year before and ending one year after
the applicable event, If the Participant separates from Service
before attaining age 35, clauses (1), (2), (3) and (4) do not apply
and the Plan Administrator must provide the QPSA notice within
the period beginning one year before and ending one year after the
Separation from Service. The QPSA notice must describe, in a
manner consistent with Treasury regulations, the terms and
conditions of the QPSA and of the waiver of the QPSA,
comparable to the QJSA notice required under Section 6.05. The
Plan does not limit the number of times the Participant may revoke
a waiver of the QPSA or make a new waiver during the election
period. The election period for waiver of the QPSA ends on the
date of the Participant's death.




A Participant's QPSA waiver election is not valid unless: (a) the
Participant makes the waiver election after the Participant has
received the QPSA notice and no earlier than the first day of the
Plan Year in which he/she attains age 35; and (b) the Participant's
spouse (to whom the QPSA is payable) satisfies or is excused from
the consent requirements as described in Section 6.05, except the
spouse need not consent to the form of benefit payable to the
designated Beneficiary. The spouse's consent to the waiver of the
QPSA is irrevocable, unless the Participant revokes the waiver
election. The spouse also may execute a blanket consent as
described in Section 6.05. Irrespective of the time of election
requirement described in clause (a), if the Participant separates
from Service prior to the first day of the Plan Year in which he/she
attains age 35, the Plan Administrator will accept a waiver election
as respects the Participant's Account Balance attributable to his/her
Service prior to his/her Separation from Service.








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	Furthermore, if a Participant who has not separated from
Service makes a valid waiver election, except for the timing
requirement of clause (a), the Plan Administrator will accept
that election as valid, but only until the first day of the Plan
Year in which the Participant attains age 35.



6.07 DISTRIBUTIONS UNDER QUALIFIED DOMESTIC
RELATIONS ORDERS (QDRO).  Notwithstanding any other
provision of this Plan, the Trustee, in accordance with the
direction of the Plan Administrator, must comply with  the
provisions of a QDRO, as defined in Code § 414(p), which is
issued with respect to the Plan. This Plan specifically permits
distribution to an alternate payee under a QDRO at any lime,
irrespective of whether the Participant has attained his/her
earliest retirement age (as defined under Code § 4l4(p)) under
the Plan. A distribution to an alternate payee prior to the
Participant's attainment of earliest retirement age is available
only if: (1) the QDRO specifies distribution at that time or
permits an agreement between the Plan and the alternate payee
to authorize an earlier distribution: and (2) if the present value
of the alternate payee's benefits under the Plan exceeds $5,000,
and the QDRO requires, the alternate payee consents to any
distribution occurring prior to the Participant's attainment of
earliest retirement age. Nothing in this Section 6.07 gives a
Participant a right to receive distribution at a time the Plan
otherwise does not permit nor does Section 6.07 authorize the
alternate payee to receive a form of payment the Plan does not
permit.




The Plan Administrator must establish reasonable procedures
to determine the qualified status of a domestic relations order.
Upon receiving a domestic relations order, the Plan
Administrator promptly will notify the Participant and any
alternate payee named in the order, in writing, of the receipt of
the order and the Plan's procedures for determining the
qualified status of the order. Within a reasonable period of
time after receiving the domestic relations order, the Plan
Administrator must determine the qualified status of the order
and must notify the Participant and each alternate payee, in
writing, of the Plan Administrator's determination. The Plan
Administrator must provide notice under this paragraph by
mailing to the individual's address specified in the domestic
relations order, or in a manner consistent with DOL
regulations.




If any portion of the Participant's Vested Account Balance is
payable under the domestic relations order during the period
the Plan Administrator is making its determination of the
qualified status of the domestic relations order, the Plan
Administrator must maintain a separate accounting of the
amounts payable. If the Plan Administrator determines the
order is a QDRO within 18 months of the date amounts first
are payable following receipt of the domestic relations order,
the Plan Administrator will direct the Trustee to distribute the
payable amounts in accordance with the QDRO. If the Plan
Administrator does not make its determination of the qualified
status of the order within the 18-month determination period,
the Plan Administrator will direct the Trustee to distribute the
payable amounts in the manner the Plan would distribute if the
order did not exist and will apply the order prospectively if the
Plan Administrator later determines the order is a QDRO.		To the extent it is not inconsistent with the provisions of the
QDRO, the Pain Administrator under Section 9.08(B) may direct
the Trustee to segregate the QDRO amount in a segregated
investment account. The Trustee will make any payments or
distributions required under this Section 6.07 by separate benefit
checks or other separate distribution to the alternate payee(s).




6.08 DEFAULTED LOAN - TIMING OF OFFSET.


If a Participant or a Beneficiary defaults on a Plan loan, the Plan
Administrator will determine the timing of the reduction (offset) of
the Participant's Vested Account Balance in accordance with this
Section 6.08 and the Plan Administrator's loan policy. If, under the
loan policy a loan default also is a distributable event under the
Plan, the Trustee, at the time of the loan default, will offset the
Participant's Vested Account Balance by the lesser of the amount
in default (including accrued interest) or the Plan's security interest
in that Vested Account Balance. If the loan is from a money
purchase pension plan or from a target benefit plan and the loan
default is a distributable event under the loan policy, the Trustee
will offset the Participant's Account Balance in the manner
described above, only if the Participant has incurred a Separation
from Service or has attained Normal Retirement Age. If the loan is
under a 401(k) arrangement, to the extent the loan is attributable to
the Participant's deferral contributions Account, qualified matching
contributions Account. Qualified nonelective contributions
Account or safe harbor contributions Account, the Trustee will not
offset the Participant's Vested Account Balance unless the
Participant has incurred a Separation from Service or unless the
Participant has attained age 59 1/2.




6.09 HARDSHIP DISTRIBUTION. For purposes of this Plan,
unless the Employer in its Adoption Agreement Section 6.01 elects
otherwise, a hardship distribution is a distribution on account of
one or more of the following immediate and heavy financial needs:
(1) expenses for medical care described in Code § 213(d) incurred
by the Participant, by the Participant's spouse, or by any of the
Participant's dependents, or necessary to obtain such medical care:
(2) costs directly related to the purchase (excluding mortgage
payments) of a principal residence of the Participant; (3) payment
of post-secondary education tuition and related educational fees
(including room and board), for the next 12-month period, for the
Participant, for the Participant's spouse, or for any of the
Participant's dependents (as defined in Code §  152): (4) payments
necessary to prevent the eviction of the Participant from his/her
principal residence or the foreclosure on the mortgage of the
Participant's principal residence: or (5) any need the Revenue
Service prescribes in a revenue ruling, notice or other document of
general applicability which satisfies the sale harbor definition of
hardship under Treas. Reg. § 1.401(k)-1(d)(2)(iv)(A). See Section
14.11(A) if a hardship distribution is from a Participant's elective
deferral Account in a 401(k) arrangement. The Employer in its
Adoption Agreement Section 6,01 may elect to apply Section
14.11(A) to all Plan hardship distributions. If the Plan permits a
hardship distribution from more than one Account type, the Plan
Administrator may determine any ordering of a Participant's
hardship distribution from the hardship distribution eligible
Accounts.






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	6.10 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER
DISTRIBUTIONS.



(A)   Participant Election. A Participant (including for this
purpose, a former Employee) may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any
portion of his/her eligible rollover distribution from the Plan
paid directly to an eligible retirement plan specified by the
Participant in a direct rollover election. For purposes of this
Section 6.10, a Participant includes as to their respective
interests, a Participant's surviving spouse and the Participant's
spouse or former spouse who is an alternate payee under a
QDRO.




(B)   Rollover and Withholding Notice. At least 30 days and
not more than 90 days prior to the Trustee's distribution of an
eligible rollover distribution, the Plan Administrator must
provide a written notice (including a summary notice as
permitted under applicable Treasury regulations) explaining to
the distributee the rollover option, the applicability of
mandatory 20% federal withholding to any amount not directly
rolled over, and the recipient's right to roll over within 60 days
after the date of receipt of the distribution ("rollover notice").
If applicable, the rollover notice also must explain the
availability of income averaging and the exclusion of net
unrealized appreciation. A recipient of an eligible rollover
distribution (whether he/she elects a direct rollover or elects to
receive the distribution), also may elect to receive distribution
at any administratively practicable time which is earlier than
30 days (but not less than 7 days if Section 6.04 applies)
following receipt of the rollover notice.




(C)   Default rollover. The Plan Administrator, in the case of a
Participant who does not respond timely to the notice
described in Section 6.10(B), may make a direct rollover of the
Participant's Account (as described in Revenue Ruling 2000-36 or in any successor guidance) in lieu of distributing the
Participant's Account.




(D)   Definitions. The following definitions apply to this
Section 6.10:




(1)   Eligible rollover distribution. An eligible rollover
distribution is any distribution of all or any portion of the
balance to the credit of the Participant, except an eligible
rollover distribution does not include: (a) any distribution
which is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life
(or life expectancy) of the Participant or the joint lives (or joint
life expectancies) of the Participant and the Participant's
designated beneficiary. or for a specified period of ten years or
more; (b) any Code § 40l(a)(9) required minimum distribution;
(c) the portion of any distribution which is not includible in
gross income (determined without regard to the exclusion of
net unrealized appreciation with respect to employer
securities): (d) any hardship distribution made after December
31, 1998, from a Participant's deferral contributions Account
(except where the Participant also satisfies a non-hardship
distribution event described in Section 14.03(d)): and (e) any
distribution which otherwise would be an eligible rollover
distribution, but where the		total distributions to the Participant during that calendar year are
reasonably expected to be less than $200.




(2)   Eligible retirement plan. An eligible retirement plan is an
individual retirement account described in Code § 408(a), an
individual retirement annuity described in Code § 408(b), an
annuity plan described in Code § 403(a), or a qualified trust
described in Code § 401(a), which accepts the Participant's or
alternate payee's eligible rollover distribution. However, in the case
of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is either an individual retirement account
or individual retirement annuity.




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




6.11   TEFRA ELECTIONS. Notwithstanding the provisions of
Sections 6.01, 6.02 and 6.03, if the Participant (or Beneficiary)
signed a written distribution designation prior to January 1, 1984,
("TEFRA election") the Plan Administrator must direct the Trustee
to distribute the Participant's Vested Account Balance in
accordance with that election, subject however, to the survivor
annuity requirements, if applicable, of Sections 6.04, 6.05 and
6.06. This Section 6.11 does not apply to a TEFRA election, and
the Plan Administrator will not comply with that election, if any of
the following applies: (1) the elected method of distribution would
have disqualified the Plan under Code § 40l(a)(9) as in effect on
December 31, 1983; (2) the Participant did not have an Account
Balance as of December 31, 1983; (3) the election does not specify
the timing and form of the distribution and the death Beneficiaries
(in order of priority); (4) the substitution of a Beneficiary modifies
the distribution payment period; or, (5) the Participant (or
Beneficiary) modifies or revokes the election. In the event of a
revocation, the Trustee must distribute, no later than December 31
of the calendar year following the year of revocation, the amount
which the Participant would have received under Section 6.02 if
the distribution designation had not been in effect or, if the
Beneficiary revokes the distribution designation, the amount which
the Beneficiary would have received under Section 6.02 if the
distribution designation had not been in effect. The Plan
Administrator will apply this Section 6.11 to rollovers and transfers
in accordance with Part J of the Code § 401 (a)(9) Treasury
regulations.












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ARTICLE VII


EMPLOYER ADMINISTRATIVE PROVISIONS



	7.01 INFORMATION TO PLAN ADMINISTRATOR. The
Employer must supply current information to the Plan
Administrator as to the name, date of birth, date of
employment, Compensation, leaves of absence. Years of
Service and date of Separation from Service of each Employee
who is, or who will be eligible to become, a Participant under
the Plan, together with any other information which the Plan
Administrator considers necessary to administer properly the
Plan. The Employer's records as to the current information the
Employer furnishes to the Plan Administrator are conclusive as
to all persons.



7.02 NO RESPONSIBILITY FOR OTHERS. Except as
required under ERISA, the Employer has no responsibility or
obligation under the Plan to Employees, Participants or
Beneficiaries for any act (unless the Employer also serves in
such capacities) required of the Plan Administrator, the
Trustee, the Custodian, or of any other service provider to the
Plan.




7.03 INDEMNITY OF CERTAIN FIDUCIARIES.


The Employer will indemnify, defend and hold harmless the
Plan Administrator from and against any and all loss resulting
from liability to which the Plan Administrator may be
subjected by reason of any act or omission (except willful
misconduct or gross negligence) in its official capacities in the
administration of this Trust or Plan or both, including
attorneys' fees and all other expenses reasonably incurred in
the Plan Administrator's defense, in case the Employer fails to
provide such defense. The indemnification provisions of this
Section 7.03 do not relieve the Plan Administrator from any
liability the Plan Administrator may have under ERISA for
breach of a fiduciary duty. Furthermore, the Plan
Administrator and the Employer may execute a written
agreement further delineating the indemnification agreement of
this Section 7.03, provided the agreement is consistent with
and does not violate ERISA. The indemnification provisions of
this Section 7.03 extend to any Trustee, third party
administrator, Custodian or other Plan service provider solely
to the extent provided by a written agreement executed by such
persons and the Employer.




7.04 EMPLOYER DIRECTION OF INVESTMENT.


The Employer has the right to direct the Trustee with respect to
the investment and re-investment of assets comprising the
Trust Fund only if and to the extent the Trustee consents in
writing to permit such direction.




7.05 EVIDENCE. Anyone including the Employer, required to
give data, statements or other information relevant under the
terms of the Plan ("evidence") may do so by certificate,
affidavit, document or other form which the person to act in
reliance may consider pertinent, reliable and genuine, and to
have been signed, made or presented by the proper party or
parties. The Plan Administrator and the Trustee are protected
fully in acting and relying upon any evidence described under
the immediately preceding sentence.		7.06 PLAN CONTRIBUTIONS. The Employer is solely
responsible to determine the proper amount of any Employer
contribution it makes to the Plan and for the timely deposit to the
Trust of the Employer's Plan contributions.




7.07 EMPLOYER ACTION. The Employer must take any action
under the Plan in accordance with applicable Plan provisions and
with proper authority such that the action is valid and under
applicable law and is binding upon the Employer.




7.08 FIDUCIARIES NOT INSURERS. The Trustee, the Plan
Administrator and the Employer in no way guarantee the Trust
Fund from loss or depreciation. The Employer does not guarantee
the payment of any money which may be or becomes due to any
person from the Trust Fund. The liability of the Employer, the Plan
Administrator and the Trustee to make any payment from the Trust
Fund at any time and all times is limited to the then available
assets of the Trust.




7.09 PLAN TERMS BINDING. The Plan is binding upon the
Employer, Trustee, Plan Administrator, Custodian (and all other
service providers to the Plan), upon Participants, Beneficiaries and
all other persons entitled to benefits, and upon the successors and
assigns of the foregoing persons.




7.10 WORD USAGE. Words used in the masculine also apply to
the feminine where applicable, and wherever the context of the
Plan dictates, the plural includes the singular and the singular
includes the plural. Titles of Plan and Adoption Agreement
sections are for reference only.




7.11 STATE LAW. The law of the state of the Employer's
principal, place of business will determine all questions arising
with respect to the provisions of the Plan, except to the extent
superseded by ERISA or other federal law. The Employer in an
Addendum to its Adoption Agreement and subject to applicable
law, may elect to apply the law of another state.




7.12 PROTOTYPE PLAN STATUS. If the Plan fails initially to
qualify or to maintain qualification or if the Employer makes any
amendment or modification to a provision of the Plan (other than a
proper completion of an elective provision under the Adoption
Agreement or the attachment of an Addendum authorized by the
Plan or by the Adoption Agreement), the Employer no longer may
participate under this Prototype Plan. The Employer also may not
participate (or continue to participate) in this Prototype Plan if the
Trustee or Custodian does not have the written consent of the
Prototype Plan Sponsor required under Section 1.33 to serve in the
capacity of Trustee or Custodian. If the Employer is not entitled to
participate under this Prototype Plan, the Plan is an individually
designed plan and the reliance procedures specified in the
applicable Adoption Agreement no longer apply.








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	7.13 EMPLOYMENT NOT GUARANTEED.  Nothing
contained in this Plan, or with respect to the establishment of
the Trust, or any modification or any amendment to the Plan or
Trust, or in the creation of any Account, or with respect to the
payment of any benefit, gives any Employee, Participant or
any Beneficiary any right to employment or to continued
employment by the Employer, or any legal or equitable right
against the Employer, the Trustee, the Plan Administrator or
any employee or agent thereof, except as expressly provided by
the Plan, the Trust, ERISA or other applicable law.		



















































































































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ARTICLE VIII


PARTICIPANT ADMINISTRATIVE PROVISIONS


	8.01 BENEFICIARY DESIGNATION. A Participant from
time to time may designate, in writing, any person(s)
(including a trust or other entity), contingently or successively,
to whom the Trustee will pay the Participant's Vested Account
Balance (including any life insurance proceeds payable to the
Participant's Account) in the event of death, A Participant also 			Beneficiary named by a Participant predeceases the
Participant, then the Trustee will pay the Participant's Vested
Account Balance in accordance with Section 6.03 in the
following order of priority (unless the Employer specifies a
different order of priority in an Addendum to its Adoption
Agreement), to:
	may designate the form and method of payment of his/her
Account.  The Plan Administrator will prescribe the form for
the Participant's written designation of Beneficiary and, upon
the Participant's filing the form with the Plan Administrator,
the form effectively revokes all designations filed prior to that
date by the same Participant. A divorce decree, or a decree of
legal separation, revokes the Participant's' designation, if any.
of his/her spouse as his/her Beneficiary under the Plan unless:
(1) the decree or a QDRO provides otherwise; or (2) the
Employer provides otherwise in an Addendum to its Adoption
Agreement. The foregoing revocation provision (if applicable)
applies only with respect to a Participant whose divorce or
legal separation becomes effective on or following the date the 			(a)   The Participant's surviving spouse (without regard to the
one-year marriage rule of Sections 6.04(B) and 8.01(B); and
if no surviving spouse to



(b)   The Participant's children (including adopted children),
in equal shares by right of representation (one share for each
surviving child and one share for each child who predeceases
the Participant with living descendants); and if none to




(c)   The Participant's surviving parents, in equal shares: and
if none to




(d)   The Participant's estate.
	Employer executes this Plan, unless the Employer in its
Adoption Agreement specifies a different effective date.




(A) Coordination with Survivor Annuity Requirements. If
Section 6.04 applies to the Participant, this Section 8.01 does
not impose any special spousal consent requirements on the
Participant's Beneficiary designation unless the Participant
waives the QJSA or QPSA benefit. If the Participant waives
the QJSA or QPSA benefit without spousal consent to the
Participant's Beneficiary designation: (1) any waiver of the
QJSA or of the QPSA is not valid; and (2) if the Participant
dies prior to his/her annuity starting date, the Participant's
Beneficiary designation will apply only to the portion of the
death benefit which is not payable as a QPSA. Regarding
clause (2), if the Participant's surviving spouse is a primary
Beneficiary under the Participant's Beneficiary designation, the
Trustee will satisfy the spouse's interest in the Participant's
death benefit first from the portion which is payable as a
QPSA.




(B)   Profit Sharing Plan Exception. If the Plan is a profit
sharing plan, the Beneficiary designation of a married Exempt
Participant, as described in Section 6.04(H), is not valid unless
the Participant's spouse consents (in a manner described in
Section 6.05) to the Beneficiary designation. The spousal
consent requirement in this Section 8.0 1(B) does not apply if
the Participant's spouse is the Participant's sole primary
Beneficiary, or if the Exempt Participant and his/her spouse
are not married throughout the one-year period ending on the
date of the Participant's death.




(C) Incapacity of Beneficiary. If, in the opinion of the Plan
Administrator, a Beneficiary is not able to care for his/her
affairs because of a mental condition, physical condition or by
reason of age, the Plan Administrator will apply the provisions
of Section 10.09.




8.02 NO BENEFICIARY DESIGNATION/DEATH OF
BENEFICIARY. If a Participant fails to name a Beneficiary in
accordance with Section 8.01, or if the			If the Beneficiary survives the Participant, but dies prior to
distribution of the Participant's entire Vested Account
Balance, the Trustee will pay the remaining Vested Account
Balance to the Beneficiary's estate unless:


(1) the Participant's Beneficiary designation provides
otherwise; (2) the Beneficiary has properly designated a
beneficiary; or (3) the Employer provides otherwise in an
Addendum to its Adoption Agreement. A Beneficiary only
may designate a beneficiary for the Participant's Account
Balance remaining at the Beneficiary's death, if the
Participant has not previously designated a successive
contingent beneficiary and the Beneficiary's designation
otherwise complies with the Plan terms. If the Plan is a profit
sharing plan, and the Plan includes Exempt Participants, the
Employer may not specify a different order of priority in an
Addendum unless the Participant's surviving spouse will be
the sole primary Beneficiary in the different order of priority.
The Plan Administrator will direct the Trustee as to the
method and to whom the Trustee will make payment under
this Section 8,02.




8.03 ASSIGNMENT OR ALIENATION. Except as provided
in Code § 414(p) relating to QDROs and in Code § 40l(a)( 13)
relating to certain voluntary, revocable assignments,
judgments and settlements, neither a Participant nor a
Beneficiary may anticipate, assign or alienate (either at law or
in equity) any benefit provided under the Plan, and the
Trustee will not recognize any such anticipation, assignment
or alienation. Furthermore, except as provided by Code
§ 40l(a)( 13) or other applicable law, a benefit under the Plan
is not subject to attachment, garnishment, levy, execution or
other legal or equitable process.




8.04 INFORMATION AVAILABLE. Any Participant or
Beneficiary may examine copies of the Plan description,
latest annual report, any bargaining agreement, this Plan and
Trust, and any contract or any other instrument which relates
to the establishment or administration of the Plan or Trust.
The Plan Administrator will maintain all of the items








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	listed in this Section 8.04 in its office, or in such other place or
places as it may designate from time to time in order to comply
with the regulations issued Under ERISA, for examination
during reasonable business hours. Upon the written request of
a Participant or a Beneficiary, the Plan Administrator must
furnish the Participant or Beneficiary with a copy of any item
listed in this Section 8.04. The Plan Administrator may make a
reasonable copying charge to the requesting person.



8.05 CLAIMS PROCEDURE FOR DENIAL OF BENEFITS.
A Participant or a Beneficiary may file with the Plan
Administrator a written claim for benefits, if the Participant or
the Beneficiary disputes the Plan Administrator's
determination regarding the Participant's or Beneficiary's Plan
benefit. However, the Plan will distribute only such Plan
benefits to Participants or Beneficiaries as the Plan
Administrator in its discretion determines a Participant or
Beneficiary is entitled to, The Plan Administrator will maintain
a separate written document as part of (or which accompanies)
the Plan's summary plan description explaining the Plan's
claims procedure. This Section 8.05 specifically incorporates
the written claims procedure as from time to time published by
the Plan Administrator as a part of the Plan. If the Plan
Administrator pursuant to the Plan's written claims procedure
makes a final written determination denying a Participant's or
Beneficiary's benefit claim, the Participant or Beneficiary to
preserve the claim must file an action with respect to the
denied claim not later than 180 days following the date of the
Plan Administrator's final determination.




   8.06 PARTICIPANT DIRECTION OF INVESTMENT. A
Participant's direction of the investment of his/her Account is
subject to the provisions of this Section 8.06. For purposes of
this Section 8.06, a Participant shall also include a Beneficiary
where the Beneficiary has succeeded to the Participant's
Account and the Plan affords the Beneficiary the same self-direction or loan rights as a Participant.




(A) Trustee Authorization and Procedures. A Participant has
the right to direct the Trustee with respect to the investment or
re-investment of the assets comprising the Participant's
individual Account only if the Trustee consents in writing to
permit such direction. If the Trustee consents to Participant
direction of investment, the Trustee only will accept direction
from each Participant on a written direction of investment
form the Plan Administrator provides for this purpose. The
Trustee, or with the Trustee's consent, the Plan Administrator,
may establish written procedures relating to Participant
direction of investment under this Section 8.06, including
procedures or conditions for electronic transfers or for changes
in investments by Participants. The Plan Administrator will
maintain, or direct the Trustee to maintain, an appropriate
individual investment Account to the extent a Participant's
Account is subject to Participant self-direction.




(B) ERISA § 404(c). No Plan fiduciary (including the
Employer and Trustee) is liable for any loss or for any breach
resulting from a Participant's direction of the investment of any
part of his/her directed Account to the extent the Participant's
exercise of his/her right to direct the		investment of his/her Account satisfies the requirements of ERISA
§ 404(c).




(C)   Participant Loans. The Plan Administrator, to the extent
provided in a written loan policy adopted under Section 9.04, will
treat a Plan loan made to a Participant as a Participant direction of
investment under this Section 8.06, even if the Plan otherwise does
not permit a Participant to direct his/her Account investments.
Where a loan is treated as a directed investment, the borrowing
Participant's Account alone shares in any interest paid on the loan,
and it alone bears any expense or loss it incurs in connection with
the loan. The Trustee may retain any principal or interest paid on
the borrowing Participant's loan in a segregated Account (as
described in Section 9.08(B)) on behalf of the borrowing
Participant until the Trustee (or the Named Fiduciary, in the case
of a nondiscretionary Trustee) deems it appropriate to add the loan
payments to the Participant's Account under the Plan.




(D)   Collectibles. If the Trustee consents to Participant direction of
investment of his/her Account, any post-December 31, 1981,
investment by a Participant's directed Account in collectibles (as
defined by Code § 408(m)) is a deemed distribution to the
Participant for Federal income tax purposes.






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ARTICLE IX


PLAN ADMINISTRATOR



	9.01 COMPENSATION AND EXPENSES. The Plan
Administrator (and any individuals serving as Plan
Administrator) will serve without compensation for services as
such, but the Employer will pay all expenses of the Plan
Administrator, except to the extent the Trustee properly pays
for such expenses, pursuant to Article X.



9.02 RESIGNATION AND REMOVAL.  If the Employer
appoints one or more persons to serve as Plan Administrator,
such person(s) shall serve until they resign by written notice to
the Employer or until the Employer removes them by written		 	(i)   To make any other determinations and undertake any
other actions the Plan Administrator believes are necessary
or appropriate for the administration of the Plan: and




(j)   To establish and maintain  a funding standard account
and to make credits and charges to the account to the extent
required by and in accordance with the provisions of the
Code.
	notice. In case of a vacancy in the position of Plan
Administrator, the Employer will exercise any and all of the
powers, authority, duties and discretion conferred upon the
Plan Administrator pending the filling of the vacancy.




9.03 GENERAL POWERS AND DUTIES. The Plan
Administrator has the following general powers and duties
which are in addition to those the Plan otherwise accords to the
Plan Administrator:	 	The Plan Administrator must exercise all of its powers, duties and
discretion under the Plan in a uniform and nondiscriminatory
'manner: The Plan Administrator shall have total and complete
discretion to interpret and construe the Plan and to determine all
questions arising in the administration, interpretation and
application of the Plan. Any determination the Plan Administrator
makes under the Plan is final and binding upon any affected
person.
	 	(a)   To determine the rights of eligibility of an Employee
to participate in the Plan, all factual questions that arise in
the course of administering the Plan, the value of a
Participant's Account Balance (based on the value of the
Trust assets, as determined by the Trustee) and the Vested
percentage of each Participant's Account Balance:




(b To adopt rules of procedure and regulations necessary
for the proper and efficient administration of the Plan,
provided the rules are not inconsistent with the terms of
the Plan, the Code, ERISA or other applicable law;




(c)   To construe and enforce the terms of the Plan and the
rules and regulations the Plan Administrator adopts,
including interpretation of the basic plan document, the
Adoption Agreement and any document related to the
Plan's operation;




(d)   To direct the Trustee regarding the crediting and
distribution of the Trust Fund and to direct the Trustee to
conduct interim valuations under Section 10.15;




(e)   To review and render decisions regarding a claim for
(or denial of a claim for) a benefit under the Plan;




(f)   To furnish the Employer with information which the
Employer may require for tax or other purposes;




(g)   To engage the service of agents whom the Plan
Administrator may deem advisable to assist it with the
performance of its duties;




(h)   To engage the services of an Investment Manager or
Managers (as defined in ERISA § 3(38)), each of whom
will have full power and authority to manage, acquire or
dispose (or direct the Trustee with respect to acquisition or
disposition) of any Plan asset under such Manager's
control;		9.04 PLAN LOANS. The Plan Administrator may, in its sole
discretion, in accordance with Section 10.03(E) establish, amend
or terminate from time to time, a nondiscriminatory policy which
the Trustee must observe in making Plan loans, if any, to
Participants and to Beneficiaries. If the Plan Administrator adopts
a loan policy, the loan policy must be a written document and must
include: (1) the identity of the person or positions authorized to
administer the participant loan program; (2) the procedure for
applying for a loan; (3) the criteria for approving or denying a loan;
(4) the limitations, if any, on the types and amounts of loans
available; (5) the procedure for determining a reasonable rate of
interest; (6) the types of collateral which may secure the loan; and
(7) the events constituting default and the steps the Plan will take
to preserve Plan assets in the event of default. A loan policy the
Plan Administrator adopts under this Section 9.04 is part of the
Plan, except that the Plan Administrator may amend or terminate
the policy without regard to Section 13.02.




9.05 FUNDING POLICY. The Plan Administrator will review, not
less often than annually, all pertinent Employee information and
Plan data in order to establish the funding policy of the Plan and to
determine the appropriate methods of carrying out the Plan's
objectives. The Plan Administrator must communicate
periodically, as it deems appropriate, to the Trustee and to any Plan
Investment Manager the Plan's short-term and long-term financial
needs for the coordination of the Plan's investment policy with
Plan financial requirements.




9.06 INDIVIDUAL ACCOUNTS. The Plan Administrator will
maintain, or direct the Trustee to maintain, a separate Account, or
multiple Accounts, in the name of each Participant to reflect the
Participant's Account Balance under the Plan.




(A)   Forfeitures. If a Participant re-enters the Plan


subsequent to his/her having a Forfeiture Break in Service, the Plan
Administrator, or the Trustee, must maintain a






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	separate Account for the Participant's pre-Forfeiture Break in
Service Account Balance and a separate Account for his post-Forfeiture Break in Service Account Balance, unless the
Participant's entire Account Balance under the Plan is 100%
Vested.



If the Plan is subject to Participant direction of investment
under Section 8.06, the Plan Administrator may maintain, or
may direct the Trustee to maintain, a separate temporary
forfeiture Account in the name of the Plan to account for
Participant forfeitures which occur during the Plan Year. The
Trustee will direct the investment of any separate temporary
forfeiture Account. As of each Accounting Date, or interim
valuation date, if applicable, the Plan Administrator will
allocate the net income, gain or loss from the temporary
forfeiture Account, if any, to the Accounts of the Participants
in accordance with the provisions of Section 9.08.




(B) Net Income, Gain or Loss. The Plan Administrator will
make its allocations of net income, gain or loss or request the
Trustee to make its allocations, to the Accounts of the
Participants in accordance with the provisions of Section 9.08.
The Plan Administrator may direct the Trustee under Section
9.08(B) to maintain a temporary segregated investment
Account in the name of a Participant to prevent a distortion of
income, gain or loss allocations. The Plan Administrator must
maintain records of its activities.




   9.07 VALUE OF PARTICIPANTS ACCOUNT BALANCE.
If any or all Plan investment accounts are pooled, each
Participant's Account has an undivided interest in the assets
comprising the pooled account. In a pooled account, the value
of each Participant's Account Balance consists of that
proportion of the net worth (at fair market value) of the Trust
Fund which the net credit balance in his/her Account
(exclusive of the cash value of incidental benefit insurance
contracts) bears to the total net credit balance in the Accounts
(exclusive of the cash value of the incidental benefit insurance
contracts) of all Participants plus the cash surrender value of
any incidental benefit insurance contracts held by the Trustee
on the Participant's life. If any or all Plan investment accounts
are Participant directed, the directing Participant's Account
Balance is comprised of the assets held within the Account and
the value of the Account is the fair market value of such assets.
For purposes of a distribution under the Plan, the value of a
Participant's Account Balance is its value as of the valuation
date immediately preceding the date of the distribution.




9.08 ALLOCATION AND DISTRIBUTION OF NET
INCOME, GAIN OR LOSS. This Section 9.08 applies solely
to the allocation of net income, gain or loss of the Trust Fund.
The Plan Administrator will allocate Employer contributions
and Participant forfeitures, if any, in accordance with Article
III.




A "valuation date" under this Plan is each: (1) Accounting
Date; (2) valuation date the Employer elects in its Adoption
Agreement Section 10.15; or (3) valuation date the Plan
Administrator establishes under Section 9.03. The Employer in
its Adoption Agreement Section 10.15 or the Plan
Administrator may elect alternative valuation dates for		the different Account types which the Plan Administrator,
maintains under the Plan. As of each valuation date, the  Plan
Administrator must adjust Accounts to reflect net income, gain or
loss since the last valuation date. The valuation period is the period
beginning on the day after the last valuation date and ending on the
current valuation date.




The Plan Administrator will allocate net income, gain or loss to the
Participant Accounts in accordance with the daily valuation
method, balance forward method, weighted average method, or
other method the Employer elects under its Adoption Agreement.
The Employer in its Adoption Agreement may elect alternative
methods under which the Plan Administrator will allocate the net
income, gain or loss to the different Account types which the Plan
Administrator maintains under the Plan. If the Employer in its
Adoption Agreement elects to apply a weighted average allocation
method, the Plan Administrator will treat a weighted portion of the
applicable contributions as if includible in the Participant's
Account as of the beginning of the valuation period. The weighted
portion is a fraction, the numerator of which is the number of
months in the valuation period, excluding each month in the
valuation period which begins prior to the contribution date of the
applicable contributions, and the denominator of which is the
number of months in the valuation period. The Employer in its
Adoption Agreement may elect to substitute a weighting period
other than months for purposes of this weighted average allocation.
If the Employer in its Adoption Agreement elects to apply the daily
valuation method, the Plan Administrator will allocate the net
income, gain or loss on each day of the Plan Year for which Plan
assets are valued on an established market and the Trustee is
conducting business. If the Employer in its Adoption Agreement
elects to apply the balance forward method, the Plan Administrator
first will adjust the Participant Accounts, as those Accounts stood
at the beginning of the current valuation period, by reducing the
Accounts for any forfeitures arising under the Plan, for amounts
charged  during  the valuation period to the Accounts in
accordance with Section 9.10 (relating to distributions and to loan
disbursement payments) and Section 11.01 (relating to insurance
premiums), and for the cash value of incidental benefit insurance
contracts. The Plan Administrator then, subject to the restoration
allocation requirements of the Plan, will allocate the net income,
gain or loss pro rata to the adjusted Participant Accounts. The
allocable net income, gain or loss is the net income (or net loss),
including the increase or decrease in the fair market value of
assets, since the last valuation date.




(A) Trust Fund (Pooled) Investment Accounts. A pooled
investment account is an Account which is not a segregated
investment Account or an individual investment Account.




(B) Segregated Investment Accounts. A segregated investment
Account receives all income it earns and bears all expense or loss it
incurs. Pursuant to the Plan Administrator's direction, the Trustee
may establish for a Participant a segregated investment Account to
prevent a distortion of Plan income, gain or loss allocations or for
such other purposes as the Plan Administrator may direct. The
Trustee will invest the assets of a segregated investment Account
consistent with such purposes. As of








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	each valuation date, the Plan Administrator must reduce a
segregated Account for any forfeiture arising under Section
5.09 after the Plan Administrator has made all other
allocations, changes or adjustments to the Account for the
valuation period.



(C)   Individual (Directed) Investment Accounts. An individual
investment Account is an Account which is subject to
Participant or Beneficiary self-direction under Section 8.06.
An individual investment Account receives all income it earns
and bears all expense or loss it incurs. As of each valuation
date, the Plan Administrator must reduce an individual
Account for any forfeiture arising from Section 5.09 after the
Plan Administrator has made all other allocations, changes or
adjustment to the Account for the valuation period.




(D) Code § 415 Excess Amounts. An Excess Amount or
suspense account described in Part 2 of Article III does not
share in the allocation of net income, gain or loss described in
this Section 9.08.




(E) Interest Adjustment. Any distribution (other than a
distribution from a segregated or individual Account) made to
a Participant or Beneficiary more than 90 days after the most
recent valuation date may include interest on the amount of the
distribution as an expense of the Trust Fund. The interest, if
any, accrues from such valuation date to the date of the
distribution at the rate the Employer specifies in its Adoption
Agreement.




(F)   Contributions Prior to Accrual. If the Employer in


its Adoption Agreement elects to impose one or more
allocation conditions under Section 3.06 and the Employer
contributes to the Plan amounts which at the time of the
contribution have not accrued under the Plan terms (pre-
accrual contributions"), the Trustee will hold the pre-accrual
contributions in the Trust and will invest such contributions as
the Trustee determines, pending accrual and allocation to
Participant Accounts. When the Plan Administrator allocates
to Participants who have satisfied the Plan's allocation
conditions the Employer's pre-accrual contributions, the Plan
Administrator also will allocate the net income, gain or loss
thereon pro rata in relation to each Participant's share of the
pre-accrual contribution.




9.09 INDIVIDUAL STATEMENT. As soon as practicable
after the Accounting Date of each Plan Year, but within the
time prescribed by ERISA and the regulations under ERISA,
the Plan Administrator will deliver to each Participant (and to
each Beneficiary) a statement reflecting the condition of
his/her Account Balance in the Trust as of that date and such
other information ERISA requires be furnished the Participant
or the Beneficiary. No Participant, except the Plan
Administrator, has the right to inspect the records reflecting
the Account of any other Participant.




9.10 ACCOUNT CHARGED. The Plan Administrator will
charge a Participant's Account for all distributions made from
that Account to the Participant, to his/her Beneficiary or to an
alternate payee, including a disbursement payment for a
Participant loan. The Plan Administrator, except as prohibited
by the Code or ERISA, also will charge a Participant's Account
for any reasonable		administrative expenses incurred by the Plan directly related to that
Account.




9.11   LOST  PARTICIPANTS. If the Plan Administrator is unable
to locate any Participant or Beneficiary whose Account becomes
distributable under Article VI or under Section 13.06 (a "lost
Participant"). the Plan Administrator will apply the provisions of
this Section 9.11.




(A)   Attempt to Locate. The Plan Administrator will use one or
more of the following methods to attempt to locate a lost
Participant: (1) provide a distribution notice to the lost Participant
at his/her last known address by certified or registered mail; (2) use
of the IRS letter forwarding program under Rev. Proc. 94-22; (3)
use of a commercial locator service, the internet or other general
search method; or (4) use of the Social Security Administration
search program.




(B)   Failure to Locate. If a lost Participant remains unlocated for 6
months following the date of the Plan Administrator first attempts
to locate the lost Participant using one or more of the methods
described in Section 9.11(A), the Plan Administrator may forfeit
the lost Participant's Account. If the Plan Administrator will forfeit
the lost Participant's Account, the forfeiture occurs at the end of
the above-described 6 month period and the Plan Administrator
will allocate the forfeiture in accordance with Section 3.05. If a lost
Participant whose Account was forfeited thereafter at any time but
before the Plan has been terminated makes a claim for his/her
forfeited Account, the Plan Administrator will restore the forfeited
Account to the same dollar amount as the amount forfeited,
unadjusted for net income, gains or losses occurring subsequent to
the forfeiture. The Plan Administrator will make the restoration in
the Plan Year in which the lost Participant makes the claim, first
from the amount, if any, of Participant forfeitures the Plan
Administrator otherwise would allocate for the Plan Year, then
from the amount, if any, of Trust net income or gain for the Plan
Year and last from the amount or additional amount the Employer
contributes to the Plan for the Plan Year. The Plan Administrator
will distribute the restored Account to the lost Participant not later
than 60 days after the close of the Plan Year in which the Plan
Administrator restores the forfeited Account. The Plan
Administrator under this Section 9.11(B) will forfeit the entire
Account of the lost Participant, including deferral contributions
and Participant contributions.




(C)   Nonexclusivity and Uniformity. The provisions of Section
9.11 are intended to provide permissible but not exclusive means
for the Plan Administrator to administer the Accounts of lost
Participants. The Plan Administrator may utilize any other
reasonable method to locate lost Participants and to administer the
Accounts of lost Participants, including the default rollover under
Section 6.10(C) and such other methods as the Revenue Service or
the U.S. Department of Labor ("IDOL") may in the future specify.
The Plan Administrator will apply Section 9.11 in a reasonable,
uniform and nondiscriminatory manner, but may in determining a
specific course of action as to a particular Account, reasonably
take into account differing circumstances such as the amount of a
lost Participant's Account, the expense in attempting to locate a
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	Participant, the Plan Administrator's ability to establish and the
expense of establishing a rollover IRA, and other factors. The
Plan Administrator may charge to the Account of a lost
Participant the reasonable expenses incurred under this Section
9.11 and which are associated with the lost Participant's
Account.



9.12 PLAN CORRECTION. The Plan Administrator in
conjunction with the Employer may undertake such correction
of Plan errors as the Plan Administrator deems necessary,
including correction to preserve tax qualification of the Plan
under Code § 401(a) or to correct a fiduciary breach under
ERISA.  Without limiting the Plan Administrator's authority
under the prior sentence, the Plan Administrator, as it
determines to be reasonable and appropriate, may undertake
correction of Plan document, operational, demographic and
employer eligibility failures under a method described in the
Plan or under the Employee Plans Compliance Resolution
System ("EPCRS") or any successor program to EPCRS. The
Plan Administrator, as it determines to be reasonable and
appropriate, also may undertake or assist the appropriate
fiduciary or plan official in undertaking correction of a
fiduciary breach, including correction under the Voluntary
Fiduciary Correction Program ("VFC") or any successor
program to VFC. If the Plan includes a 401(k) arrangement,
the Plan Administrator to correct an operational error may
require the Trustee to distribute from the Plan elective deferrals
or vested matching contributions, including earnings, where
such amounts result from an operational error other than a
failure of Code § 4 15, Code § 402(g), a failure of the ADP or
ACP tests, or a failure of the multiple use limitation.




9.13 NO RESPONSIBILITY FOR OTHERS. Except as
required under ERISA, the Plan Administrator has no
responsibility or obligation under the Plan to Participants or
Beneficiaries for any act (unless the Plan Administrator also
serves in such capacities) required of the Employer, the
Trustee, the Custodian or of any other service provider to the
Plan. The Plan Administrator is not responsible to collect any
required plan contribution or to determine the correctness or
deductibility or any Employer contribution. The Plan
Administrator in administering the Plan is entitled to, but is
not required to rely upon, information which a Participant,
Beneficiary, Trustee, Custodian, the Employer, a Plan service
provider or representatives thereof provide to the Plan
Administrator.




9.14 NOTICE, DESIGNATION, ELECTION, CONSENT
AND WAIVER. All notices under the Plan and all Participant
or Beneficiary designations, elections, consents or waivers
must be in writing and made in a form the Plan Administrator
specifies or otherwise approves. To the extent permitted by
Treasury regulations or other applicable guidance, any Plan
notice, election, consent or waiver may be transmitted
electronically. Any person entitled to notice under the Plan
may waive the notice or shorten the notice period except as
otherwise required by the Code or ERISA.		




















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ARTICLE X


TRUSTEE AND CUSTODIAN, POWERS AND DUTIES



	   10.01 ACCEPTANCE. The Trustee accepts the Trust
created under the Plan and agrees to perform the obligations
imposed. The Trustee must provide bond for the faithful
performance of its duties under the Trust to the extent
required by ERISA.



 10.02 RECEIPT OF CONTRIBUTIONS. The Trustee is
accountable to the Employer for the Plan contributions
made by the Employer, but the Trustee does not have any
duty to ensure that the contributions received comply with
the provisions of the Plan. The Trustee is not obliged to
collect any contributions from the Employer, nor is the
Trustee obliged to ensure that funds deposited with it are
deposited according to the provisions of the Plan.




10.03 INVESTMENT POWERS.




(A)   Discretionary Trustee Designation. If the Employer, in
its Adoption Agreement, designates the Trustee to
administer the Trust as a discretionary Trustee, then the
Trustee has full discretion and authority with regard to the
investment of the Trust Fund, except with respect to a Plan
asset under the control or the direction of a properly
appointed Investment Manager or with respect to a Plan
asset properly subject to Employer, or to Participant
direction of investment. The Trustee must coordinate its
investment policy with Plan financial needs as
communicated to it by the Plan Administrator, The Trustee
is authorized and empowered, but not by way of limitation,
with the following powers, rights and duties:			(c)   To invest, if the Trustee is a bank or similar financial
institution supervised by the United States or by a state, in any
type of deposit of the Trustee (or of a bank related to the Trustee
within the meaning of Code § 414(b)) at a reasonable rate of
interest or in a common trust fund, as described in Code § 584,
or in a collective investment fund, the provisions of which
govern the investment of such assets and which the Plan
incorporates by this reference, which the Trustee (or its affiliate,
as defined in Code §  1504) maintains exclusively for the
collective investment of money contributed by the bank (or the
affiliate) in its capacity as trustee and which conforms to the
rules of the Comptroller of the Currency.




(d)   To manage, sell, contract to sell, grant options to purchase,
convey, exchange,  transfer, abandon, improve, repair, insure,
lease for any term even though commencing in the future or
extending beyond the term of the Trust, and otherwise deal with
all property, real or personal, in such manner, for such
considerations and on such terms and conditions as the Trustee
decides.




(e)   To credit and distribute the Trust Fund as directed by the
Plan Administrator. The Trustee is not obliged to inquire as to
whether any payee or distributee is entitled to any payment or
whether the distribution is proper or within the terms of the
Plan, or as to the manner of making any payment or distribution.
The Trustee is accountable only to the Plan Administrator for
any payment or distribution made by it in good faith on the
order or direction of the Plan Administrator,


	 	(a)   To invest consistent with and subject to applicable
law any part or all of the Trust Fund in any common or
preferred stocks, open-end or closed-end mutual funds
(including proprietary funds), put and call options traded
on a national exchange, United States retirement plan
bonds, corporate bonds, debentures, convertible
debentures, commercial paper, U.S. Treasury bills, U.S.
Treasury notes and other direct or indirect obligations of
the United States Government or its agencies, improved
or unimproved real estate situated in the United States,
limited partnerships, insurance contracts of any type,
mortgages, notes or other property of any kind, real or
personal, to buy or sell options on common stock on a
nationally recognized exchange with or without holding
the underlying common stock, to open and to maintain
margin accounts, to engage in short sales, to buy and sell
commodities, commodity options and contracts for the
future delivery of commodities, and to make any other
investments the Trustee deems appropriate, as a prudent
person would do under like circumstances with due
regard for the purposes of this Plan. Any investment
made or retained by the Trustee in good faith is proper
but must be of a kind constituting a diversification
considered by law suitable for trust investments.



(b)   To retain in cash so much of the Trust Fund as it
may deem advisable to satisfy liquidity needs of the Plan
and to deposit any cash held in the Trust Fund in a bank
account at reasonable interest.			(f) To borrow money, to assume indebtedness, extend mortgages
and encumber by mortgage or pledge.




(g)   To compromise, contest, arbitrate or abandon claims and
demands, in the Trustee's discretion.




(h)   To have with respect to the Trust all of the rights of an
individual owner, including the power to exercise any and all
voting rights associated with Trust assets, to give proxies, to
participate in any voting trusts, mergers, consolidations or
liquidations, to tender shares and to exercise or sell stock
subscriptions or conversion rights.




(i)   To lease for oil, gas and other mineral purposes and to
create mineral severances by grant or reservation; to pool or
unitize interests in oil, gas and other minerals; and to enter into
operating agreements and to execute division and transfer
orders.




(j)   To hold any securities or other property in the name of the
Trustee or its nominee, with depositories or agent depositories
or in another form as it may deem best, with or without
disclosing the trust relationship.








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	 	(k)   To perform any and all other acts in its judgment
necessary or appropriate for the proper and advantageous
management, investment and distribution of the Trust.



(l)   To retain any funds or property subject to any
dispute without liability for the payment of interest, and
to decline to make payment or delivery of the funds or
property until a court of competent jurisdiction makes
final adjudication.




(m)   To file all information and tax returns required of
the Trustee.




(n) To furnish to the Employer and to the Plan
Administrator an annual statement of account showing
the condition of the Trust Fund and all investments,
receipts, disbursements and other transactions effected by
the Trustee during the Plan Year covered by the
statement and also stating the assets of the Trust held at
the end of the Plan Year, which accounts are conclusive
on all persons, including the Employer and the Plan
Administrator, except as to any act or transaction
concerning which the Employer of the Plan
Administrator files with the Trustee written exceptions or
objections within 90 days after the receipt of the accounts
or for which ERISA authorizes a longer period within
which to object.




(o)   To begin, maintain or defend any litigation
necessary in connection with the administration of the
Plan, except the Trustee is not obliged nor required to do
so unless indemnified to its satisfaction.		 	personal, to buy or sell options on common stock on a nationally
recognized options exchange with or without holding the
underlying common stock, to open and to maintain margin
accounts, to engage in short sales, to buy and sell commodities,
commodity options and contracts for the future delivery of
commodities, and to make any other investments the Named
Fiduciary deems appropriate.




(b) To retain in cash so much of the Trust Fund as the Named
Fiduciary may direct in writing to satisfy liquidity needs of the
Plan and to deposit any cash held in the Trust Fund in a bank
account at reasonable interest.




(c) To invest, if the Trustee is a bank or similar financial
institution supervised by the United States or by a State, in any
type of deposit of the Trustee (or of a bank related to the Trustee
within the meaning of Code § 414(b)) at a reasonable rate of
interest or in a common trust fund, as described in Code § 584,
or in a collective investment fund, the provisions of which
govern the investment of such assets and which the Plan
incorporates by this reference, which the Trustee (or its affiliate,
as defined in Code § 1504) maintains exclusively for the
collective investment of money contributed by the bank (or the
affiliate) in its capacity as trustee and which conforms to the
rules of the Comptroller of the Currency.




(d)   To sell, contract to sell, grant options to purchase, convey,
exchange, transfer, abandon, improve, repair, insure, lease for
any term even though commencing in the future or extending
beyond the term of the Trust, and otherwise deal with all
property, real or personal, in such manner, for such
considerations and on such terms and conditions as the Named 
	(B)   Nondiscretionary Trustee Designation/ Appointment of
Custodian. If the Employer, in its Adoption Agreement,
designates the Trustee to administer the Trust as a
nondiscretionary Trustee, then the Trustee will not have any
discretion or authority with regard to the investment of the
Trust Fund, but must act solely as a directed trustee of the
funds contributed to it. A nondiscretionary Trustee, as
directed trustee of the funds held by it under the Plan, is
authorized and empowered, by way of limitation, with the
following powers, rights and duties, each of which the
nondiscretionary Trustee exercises solely as directed trustee
in accordance with the written direction of the Named
Fiduciary (except to the extent a Plan asset is subject to the
control and the management of a properly appointed
Investment Manager or subject to Employer or Participant
direction of investment):			Fiduciary directs in writing.




(e) To credit and distribute the Trust Fund as directed by the
Plan Administrator. The Trustee is not obliged to inquire as to
whether any payee or distributee is entitled to any payment or
whether the distribution is proper or within the terms of the
Plan, or as to the manner of making any payment or distribution.
The Trustee is accountable only to the Plan Administrator for
any payment or distribution made by it in good faith on the
order or the direction of the Plan Administrator.




(f)   To borrow money, to assume indebtedness,


extend mortgages and encumber by mortgage or pledge in
accordance with and at the written direction of the Named
Fiduciary.


		(a)   To invest any part or all of the Trust Fund in any
common or preferred stocks, open-end or closed-end
mutual funds (including proprietary funds), put and call
options traded on a national exchange, United States
retirement plan bonds, corporate bonds, debentures,
convertible debentures, commercial paper, U.S. Treasury
bills, U.S. Treasury notes and other direct or indirect
obligations of the United States Government or its
agencies, improved or unimproved real estate situated in
the United States, limited partnerships, insurance
contracts of any type, mortgages, notes or other property
of any kind, real or			(g)   To have with respect to the Trust all of the rights of an
individual owner, including the power to exercise any and all
voting rights associated with Trust assets, to give proxies, to
participate in any voting trusts, mergers, consolidations or
liquidations, to tender shares and to exercise or sell stock
subscriptions or conversion rights, provided the exercise of any
such powers is in accordance with and at the written direction of
the Named Fiduciary.





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	 	(h)   To lease for oil, gas and other mineral purposes and
to create mineral severances by grant or reservation; to
pool or unitize interests in oil, gas and other minerals;
and to enter into operating agreements and to execute
division and transfer orders, provided the exercise of any
such powers is in accordance with and at the written
direction of the Named Fiduciary.



(i)   To hold any securities or other property in the name
of the nondiscretionary Trustee or its nominee, with
depositories  or agent depositories or in another form as
the Named Fiduciary may direct in writing, with or
without disclosing the custodial relationship.




(j)   To retain any funds or property subject to any
dispute without liability for the payment of interest, and
to decline to make payment or delivery of the funds or
property until a court of competent jurisdiction makes
final adjudication.




(k)   To file all information and tax returns required of
the Trustee.




(1)   To furnish to the Named Fiduciary. the Employer
and the Plan Administrator an annual statement of
account showing the condition of the Trust Fund and all
investments, receipts, disbursements and other
transactions effected by the nondiscretionary Trustee
during the Plan Year covered by the statement and also
stating the assets of the Trust held at the end of the Plan
Year, which accounts are conclusive on all persons,
including the Named Fiduciary, the Employer and the
Plan Administrator, except as to any act or transaction
concerning which the Named Fiduciary, the Employer or
the Plan Administrator files with the nondiscretionary
Trustee written exceptions or objections within 90 days
after the receipt of the accounts or for which ERISA
authorizes a longer period within which to object.




(m)   To begin, maintain or defend any litigation
necessary in connection with the administration of the
Plan, except the Trustee is not obliged nor required to do
so unless indemnified to its satisfaction.		Custodian or the nondiscretionary Trustee to any combination of
powers listed within this Section 10.03(B). If there is a Custodian or a
nondiscretionary Trustee under the Plan, then the Employer, in
adopting this Plan acknowledges the Custodian or the
nondiscretionary Trustee does not have any discretion with respect to
the investment or the re-investment of the Trust Fund and the
Custodian or the nondiscretionary Trustee is acting solely as a
custodian or as a directed trustee with respect to the assets comprising
the Trust Fund.




(C) Limitation of Powers of Certain Custodians. If a Custodian is a
bank which, under its governing state law, does not possess trust
powers, then Paragraphs (a), (c) as it relates to common trust funds or
collective investment funds, (d), (f), (g) and (h) of Section 10.03(B),
Section 10.17 and Article XI do not apply to that bank and that bank
only has the power and the authority to exercise the remaining
powers, rights and duties under Section 10.03(B).




(D)   Named Fiduciary/Limitation of Liability of Nondiscretionary
Trustee or Custodian. The Named Fiduciary under the Plan has the
sole responsibility for the management and the control of the Trust
Fund, except with respect to a Plan asset under the control or the
direction of a properly appointed Investment Manager or with respect
to a Plan asset properly subject to Participant or Employer direction
of investment. If the Employer appoints a discretionary Trustee, the
Named Fiduciary is the discretionary Trustee. If the Employer
appoints a Custodian, the Named Fiduciary is the discretionary
Trustee. Under a nondiscretionary Trustee designation, unless the
Employer designates in writing another person or persons to serve as
Named Fiduciary, the Named Fiduciary under the Plan is the
president of a corporate Employer, the managing partner of a
partnership Employer, the managing member of a limited liability
company Employer or the sole proprietor, as appropriate. The Named
Fiduciary will exercise its management and control of the Trust Fund
through its written direction to the nondiscretionary Trustee or to the
Custodian, whichever applies to the Plan.




The nondiscretionary Trustee or the Custodian does not have any duty
to review or to make recommendations regarding investments made at
the written direction of the Named Fiduciary. The nondiscretionary
Trustee or the Custodian must retain any investment obtained at the
written direction of the Named Fiduciary until further directed in
writing by the Named Fiduciary to dispose of such investment. The
		Appointment of Custodian. The Employer may appoint a
Custodian under the Plan, the acceptance by the
Custodian indicated on the execution page of the
Adoption Agreement. If the Employer appoints a
Custodian, the Plan must have a discretionary Trustee, as
described in Section 10.03(A). A Custodian has the same
powers, rights and duties as a nondiscretionary Trustee,
as described in this Section 10.03(B). The Custodian
accepts the terms of the Plan and Trust by executing the
Adoption Agreement. Any reference in the Plan to a
Trustee also is a reference to a Custodian where the
context  of the Plan dictates. A limitation of the Trustee's
liability by Plan provision also acts as a limitation of the
Custodian's liability. Any action taken by the Custodian
at the discretionary Trustee's direction satisfies any
provision in the Plan referring to the Trustee's taking that
action.




Modification of Powers/Limited Responsibility. The
Employer and the nondiscretionary Trustee (or the
Custodian), in writing, may limit the powers of the		nondiscretionary Trustee or the Custodian is not liable in any manner
or for any reason for making, retaining or disposing of any investment
pursuant to any written direction of the Named Fiduciary. The
Employer will indemnify, defend and hold the nondiscretionary
Trustee or the Custodian harmless from any damages, costs or
expenses, including reasonable attorneys' fees, which the
nondiscretionary Trustee or the Custodian may incur as a result of any
claim asserted against the nondiscretionary Trustee, the Custodian or
the Trust arising out of the nondiscretionary Trustee's or Custodian's
full and timely compliance with any written direction of the Named
Fiduciary.






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	(E) Participant Loans. This Section 10.03(E) specifically
authorizes the Trustee to make loans on a nondiscriminatory
basis to a Participant or to a Beneficiary in accordance with
the loan policy established by the Plan Administrator,
provided: (I) the loan policy satisfies the requirements of
Section 9.04; (2) loans are available to all Participants and
Beneficiaries on a reasonably equivalent basis and are not
available in a greater amount for Highly Compensated
Employees than for Nonhighly Compensated Employees; (3)
any loan is adequately secured and bears a reasonable rate of
interest: (4) the loan provides for repayment within a specified
time (however, the loan policy may suspend loan payments
pursuant to Code § 4l4(u)(4)) or otherwise in accordance with
applicable Treasury Regulations); (5) the default provisions of
the note permit offset of the Participant's Vested Account
Balance only at the time when the Participant has a
distributable event under the Plan, but without regard to
whether the Participant consents to distribution as otherwise
may be required under Section 6.01(A)(5); (6) the amount of
the loan does not exceed (at the time the Plan extends the loan)
the present value of the Participant's Vested Account Balance:
and (7) the loan otherwise conforms to the exemption provided
by Code § 4975(d)( 1). The loan policy may provide a
Participant's loan default is a distributable event with respect
to the defaulted amount, irrespective of whether the Participant
otherwise has incurred a distributable event at the time of
default, except as to amounts which the Participant used to
secure his/her loan which remain subject to distribution
restrictions under Section 14.11 or are money purchase
pension plan or target benefit plan balances which may not be
distributed in-service at the time of default. If the joint and
survivor requirements of Article VI apply to the Participant,
the Participant may not pledge any portion of his/her Account
Balance as security for a loan unless, within the 90 day period
ending on the date the pledge becomes effective, the
Participant's spouse, if any. consents (in a manner described in
Section 6.05 other than the requirement relating to the consent
of a subsequent spouse) to the security or by separate consent,
to an increase in the amount of security.



A Participant who is an Owner-Employee (including other
persons described in Code § 4975(fl(6)), or who is a
Shareholder-Employee may not receive a loan from the Plan,
unless he/she has obtained a prohibited transaction exemption
from the DOL.




(F)   Investment in Qualifying Employer Securities and
Qualifying Employer Real Property. The Trustee (or as
applicable, Investment Manager, Employer or Participant) may
invest in qualifying Employer securities or in qualifying
Employer real property, as defined in and as limited by ERISA.
If the Employer's Plan is a profit sharing plan, the aggregate
investments in qualifying Employer securities and in
qualifying Employer real property may exceed 10% of the
value of Plan assets, unless the Employer elects in its Adoption
Agreement to restrict such investments to  10% (or to some
other percentage which is less than 100%). Notwithstanding
the foregoing, except where permitted under ERISA
§ 407(b)(2), if the Plan includes a 40 1(k) arrangement, a
participant's Deferral Contributions Account accumulated in
Plan Years beginning after December 31, 1998, including
earnings		thereon, may not be invested more than 10% in qualifying
employer securities and qualifying employer real  property,  unless
such investments are directed by the Participant or the Participants
Beneficiary.




(G)   Modifications to or Substitution of Trust. The Employer in its
Standardized Adoption Agreement may not amend any provision
of Article X (or any other provision of the Plan related to the Trust)
except to specify the Trust year, the names of the Plan, the
Employer, the Trustee, the Custodian, the Plan Administrator,
other fiduciaries or the name of any pooled trust in which the Trust
will participate. The Employer in its Nonstandardized Adoption
Agreement, in addition to the foregoing amendments, may amend
or override the administrative provisions of Article X (or any other
provision of the Plan related to the Trust), including provisions
relating  to Trust investment and Trustee duties. Any such
amendment: (1) must not conflict with any other provisions of the
Plan (except as expressly are intended to override an existing Trust
provision); (2) must not cause the Plan to violate Code § 40F(a);
and (3) must be made in accordance with Rev. Proc. 2000-20 or
any successor thereto. The Employer using either a Standardized or
Nonstandardized Adoption Agreement to establish its Plan, subject
to the conditions (1), (2) and (3) described above, may elect to
substitute in place of Article X and the remaining trust provisions
of the basic plan document, any other trust or custodial account
agreement. All Section 10.03(0) Trust modifications or
substitutions are subject to Section 13.02 and require the written
consent or signature of the Trustee.




   (H) Cofiduciary Liability. Each fiduciary under the Plan is
responsible solely for his/her or its own acts or omissions. A
fiduciary does not have any liability for another fiduciary's breach
of fiduciary responsibility with respect to the Plan and the Trust
unless the fiduciary: (1) participates knowingly in or undertakes to
conceal the breach: (2) has actual knowledge of the breach and
fails to take reasonable remedial action to remedy the breach; or (3)
through negligence in performing his/her or its own specific
fiduciary responsibilities that give rise to fiduciary status, the
fiduciary has enabled the other fiduciary to commit a breach of the
latter's fiduciary responsibility.




10.04   RECORDS AND STATEMENTS. The records of the
Trustee pertaining to the Plan must be open to the inspection of the
Plan Administrator and the Employer at all reasonable times and
may be audited from time to time by any person or persons as the
Employer or Plan Administrator may specify in writing. The
Trustee must furnish the Plan Administrator with whatever
information relating to the Trust Fund the Plan Administrator
considers necessary to perform its duties as Plan Administrator.




10.05   FEES AND EXPENSES FROM FUND. A


Trustee or a Custodian will receive reasonable compensation as
may be agreed upon from time to time between the Employer and
the Trustee or the Custodian. No person who is receiving full pay
from the Employer may receive compensation (except for
reimbursement of Plan expenses) for services as Trustee or as
Custodian. The Trustee will pay from the Trust Fund all fees and
reasonable expenses incurred by the Plan, to the extent such fees
and expenses are for the ordinary and necessary








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	administration and operation of the Plan and are not "settlor
expenses" as determined by the DOL unless the Employer pays
such fees and expenses. Any fee or expense paid, directly or
indirectly, by the Employer is not an Employer contribution to
the Plan, provided the fee or the expense relates to the ordinary
and necessary administration of the Trust Fund.



10.06 PARTIES  TO  LITIGATION. Except as otherwise
provided by ERISA, a Participant or a Beneficiary is not a
necessary party or required to receive notice of process in any
court proceeding involving the Plan, the Trust Fund or any
fiduciary of the Plan. Any final judgment entered in any such
proceeding will be binding upon the Employer, the Plan
Administrator, the Trustee, Custodian, Participants and
Beneficiaries and upon their successors and assigns.




10.07 PROFESSIONAL AGENTS. The Trustee may employ
and pay from the Trust Fund reasonable compensation to
agents, attorneys, accountants and other persons to advise the
Trustee as in its opinion may be necessary. The Trustee
reasonably may delegate to any agent, attorney, accountant or
other person selected by it any non-Trustee power or duty
vested in it by the Plan, and the Trustee may reasonably act or
refrain from acting on the advice or opinion of any agent,
attorney, accountant or other person so selected.




10.08   DISTRIBUTION OF CASH OR PROPERTY. The
Trustee will make Plan distributions in the form of cash except
where: (I) the required form of distribution is a QJSA or QPSA
which has not been waived; (2) the Plan is a restated Plan and
under the prior Plan, distribution in the form of property ("in-kind distribution") is a Protected Benefit (3) the Plan
Administrator adopts a written policy which provides for in-kind distribution: or (4) the Employer is terminating the Plan,
and in the reasonable judgement of the Trustee, some or all
Plan assets may not within a reasonable time for making final
distribution of Plan assets, be liquidated to cash or may not be
so liquidated without undue loss in value. The Plan
Administrator's policy under clause (3) may restrict in-kind
distributions to certain types of Trust investments or specify
any other reasonable and nondiscriminatory condition or
restriction applicable to in-kind distributions. Under clause (4),
the Trustee will make Plan termination distributions to
Participants and Beneficiaries in cash, in-kind or in a
combination of these forms, in a reasonable and
nondiscriminatory manner which may take into account the
preferences of the distributees. All in-kind distributions will be
made based on the current fair market value of the property, as
determined by the Trustee.




10.09   PARTICIPANT OR BENEFICIARY
INCAPACITATED. If, in the opinion of the Plan
Administrator or of the Trustee, a Participant or Beneficiary
entitled to a Plan distribution is not able to care for his/her
affairs because of a mental condition, a physical condition, or
by reason of age, at the direction of the Plan Administrator the
Trustee may make the distribution to the Participant's or
Beneficiary's guardian, conservator, trustee, custodian
(including under a Uniform Transfers or Gifts to Minors Act)
or to his/her attorney-in-fact or to other legal representative
upon furnishing evidence of such status		satisfactory to the Plan Administrator and to the Trustee.  The Plan
Administrator and the Trustee do not have any liability with
respect to payments so made and neither the Plan Administrator
nor the Trustee has any duty to make inquiry as to the competence
of any person entitled to receive payments under the Plan.




10.10   DISTRIBUTION DIRECTIONS. The Trustee must
promptly notify the Plan Administrator of any unclaimed Plan
distribution and then dispose of the distribution in accordance with
the Plan Administrator's subsequent direction.




10.11   THIRD PARTY RELIANCE. A person dealing with the
Trustee is not obligated to see to the proper application of any
money paid or property delivered to the Trustee, or to inquire
whether the Trustee has acted pursuant to any of the terms of the
Plan. Each person dealing with the Trustee may act upon any
notice, request or representation in writing by the Trustee, or by the
Trustee's duly authorized agent, and is not liable to any person in
so acting. The certificate of the Trustee that it is acting in
accordance with the Plan is conclusive in favor of any person
relying on the certificate.




10.12   MULTIPLE TRUSTEES. If more than two persons act as
Trustee, a decision of the majority of such persons controls with
respect to any decision regarding the administration or the
investment of the Trust Fund or of any portion of the Trust Fund
with respect to which such persons act as Trustee. If there is more
than one Trustee, the Trustees jointly will manage and control the
assets of the Trust Fund. However, the Trustees may allocate
among themselves specific responsibilities or obligations or may
authorize one or more of them, either individually or in concert, to
exercise any or all of the powers granted to the Trustee under
Article X. In addition, the signature of only one Trustee is
necessary to effect any transaction on behalf of the Trust.




10.13   RESIGNATION  AND  REMOVAL. The


Trustee or the Custodian may resign its position by giving written
notice to the Employer and to the Plan Administrator. The
Trustee's notice must specify the effective date of the Trustee's
resignation, which date must be at least 30 days following the date
of the Trustee's notice, unless the Employer consents in writing to
shorter notice.




The Employer may remove a Trustee or a Custodian by giving
written notice to the effected party. The Employer's notice must
specify the effective date of removal which date must be at least 30
days following the date of the Employer's notice, except where the
Employer reasonably determines a shorter notice period or
immediate removal is necessary to protect Plan assets.




In the event of the resignation or the removal of a Trustee, where
no other Trustee continues to service, the Employer must appoint a
successor Trustee if it intends to continue the Plan. If two or more
persons hold the position of Trustee, in the event of the removal of
one such person, during any period the selection of a replacement
is pending, or during any period such person is unable to serve for
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	Trustee. If the Employer fails to appoint a successor Trustee as
of the effective date of the Trustee resignation or removal and
no other Trustee remains, the Trustee will treat the Employer
as having appointed itself as Trustee and as having filed the
Employer's acceptance of appointment as successor Trustee
with the former Trustee. If state law prohibits the Employer
from serving as successor Trustee, the appointed successor
Trustee is the president of a corporate Employer, the managing
partner of a partnership Employer, the managing member of a
limited liability company Employer or the sole proprietor as
appropriate. If the Employer removes and does not replace a
Custodian, the discretionary Trustee will assume possession of
Plan asset held by the former Custodian.



10.14   SUCCESSOR  TRUSTEE  ACCEPTANCE.


Each successor Trustee succeeds its predecessor Trustee by
accepting in writing its appointment as successor Trustee and
by filing the acceptance with the former Trustee and the Plan
Administrator without the signing or filing of any further
statement. The resigning or removed Trustee, upon receipt of
acceptance in writing of the Trust by the successor Trustee,
must execute all documents and do all acts necessary to vest
the title of record in any successor Trustee. Each successor
Trustee has and enjoys all of the powers, both discretionary
and ministerial, conferred under the Plan upon its predecessor.
A successor Trustee is not personally liable for any act or
failure to act of any predecessor Trustee, except as required
under ERISA. With the approval of the Employer and the Plan
Administrator, a successor Trustee, with respect to the Plan,
may accept the account rendered and the property delivered to
it by a predecessor Trustee without liability.




10.15 VALUATION OF TRUST. The Trustee must value the
Trust Fund as of each Accounting Date to determine the fair
market value of each Participant's Account Balance in the
Trust. The Trustee also must value the Trust Fund on such
other valuation dates as directed in writing by the Plan
Administrator or as the Adoption Agreement may require.




10.16   LIMITATION  ON  LIABILITY  -  IF INVESTMENT
MANAGER, ANCILLARY TRUSTEE OR INDEPENDENT
FIDUCIARY APPOINTED. The


Trustee is not liable for the acts or omissions of any Investment
Manager the Plan Administrator may appoint, nor is the
Trustee under any obligation to invest or otherwise to manage
any asset of the Trust Fund which is subject to the
management of a properly appointed Investment Manager. The
Plan Administrator, the Trustee and any properly appointed
Investment Manager may execute a written agreement as a part
of this Plan delineating the duties, responsibilities and
liabilities of the Investment Manager with respect to any part
of the Trust Fund under the control of the Investment Manager.




The limitation on liability described in this Section 10.16 also
applies to the acts or omissions of any ancillary trustee or
independent fiduciary properly appointed under Section 10.18.
However, if a discretionary Trustee, pursuant to the delegation
described in Section 10.18, appoints an ancillary trustee, the
discretionary Trustee is responsible for the periodic review of
the ancillary trustee's actions and must exercise its delegated
authority in		accordance with the terms of the Plan and in a  manner consistent
with ERISA. The Employer, the discretionary Trustee and an
ancillary trustee may execute a written agreement as a part of this
Plan delineating any indemnification agreement among the parties.




10.17   INVESTMENT IN GROUP TRUST FUND. The Employer,
by adopting this Plan, specifically authorizes the Trustee to invest
all or any portion of the assets comprising the Trust Fund in any
group trust fund which at the time of the investment provides for
the pooling of the assets of plans qualified under Code § 401(a).
This authorization applies solely to a group trust fund exempt from
taxation under Code § 501(a) and the trust agreement of which
satisfies the requirements of Revenue Ruling 8 1-100, or any
successor thereto. The provisions of the group trust fund
agreement, as amended from time to time, are by this reference
incorporated within this Plan and Trust. The provisions of the
group trust fund will govern any investment of Plan assets in that
fund. The Employer must specify in an Addendum to its Adoption
Agreement the group trust fund(s) to which this authorization
applies. If the Trustee is acting as a nondiscretionary Trustee, the
investment in the group trust fund is available only in accordance
with a proper direction, by the Named Fiduciary, in accordance
with Section 10.03(B). Pursuant to Paragraph (c) of Section
10.03(A), a Trustee has the authority to invest in  certain common
trust funds and collective investment funds without the need for the
authorizing Addendum described in this Section 10.17.




Furthermore, at the Employer's direction, the Trustee, for collective
investment purposes, may combine into one trust fund the Trust
created under this Plan with the trust created under any other
qualified retirement plan the Employer maintains. However, the
Trustee must maintain separate records of account for the assets of
each Trust in order to reflect properly each Participant's Account
Balance under the qualified plans in which he/she is a participant.




10.18   APPOINTMENT OF ANCILLARY TRUSTEE OR
INDEPENDENT FIDUCIARY. The Employer, in writing, may
appoint any qualified person in any state to act as ancillary trustee
with respect to a designated portion of the Trust Fund, subject to
any consent required under Section 1.33. An ancillary trustee must
acknowledge in writing its acceptance of the terms and conditions
of its appointment as ancillary trustee and its fiduciary status under
ERISA. The ancillary trustee has the rights, powers, duties and
discretion as the Employer may delegate, subject to any limitations
or directions specified in the agreement appointing the ancillary
trustee and to the terms of the Plan or of ERISA. The investment
powers delegated to the ancillary trustee may include any
investment powers available under Section 10.03. The delegated
investment powers may include the right to invest any portion of
he assets of the Trust Fund in a common trust fund, as described in
Code § 584, or in any collective investment fund, the provisions of
which govern the investment of such assets and which the Plan
incorporates by this reference, but only if the ancillary trustee is a
bank or similar financial institution supervised by the United
States or by a state and the ancillary trustee (or its affiliate, as
defined in Code §  1504) maintains the common trust fund or
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	investment of money contributed by the ancillary trustee (or its
affiliate) in a trustee capacity and which conforms to the rules
of the Comptroller of the Currency. The Employer also may
appoint as an ancillary trustee, the trustee of any group trust
fund designated for investment pursuant to the provisions of
Section 10.17.



The ancillary trustee may resign its position and the Employer
may remove an ancillary trustee as provided in Section 10.13
regarding resignation and removal of the Trustee or Custodian.
In the event of such resignation or removal, the Employer may
appoint another ancillary trustee or may return the assets to the
control and management of the Trustee. The Employer may
delegate its responsibilities under this Section 10.18 to a
discretionary Trustee under the Plan, but not to a
nondiscretionary Trustee or to a Custodian, subject to the
acceptance by the discretionary Trustee of that delegation.




If the DOL requires engagement of an independent fiduciary to
have control or management of all or a portion of the Trust
Fund, the Employer will appoint such independent fiduciary,
as directed by the DOL. The independent fiduciary will have
the duties, responsibilities and powers prescribed by the DOL
and will exercise those duties, responsibilities and powers in
accordance with the terms, restrictions and conditions
established by the DOL and, to the extent not inconsistent with
ERISA, the terms of the Plan, The independent fiduciary must
accept its appointment in writing and must acknowledge its
status as a fiduciary of the Plan.		












































































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ARTICLE XI


PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY


	11.01 INSURANCE BENEFIT. The Employer may elect to
provide incidental life insurance benefits for insurable
Participants who consent to life insurance benefits by
executing the appropriate insurance company application form.
The Trustee will not purchase any incidental life insurance
benefit for any Participant prior to a contribution allocation to
the Participant's Account. At an insured Participant's written
direction, the Trustee will use all or any portion of the
Participant's Employee contributions, if any, to pay insurance
premiums covering the Participant's life. This Section 11.01
also authorizes (except if the Plan is a money purchase pension
plan) the purchase of life insurance, for the benefit of the
Participant, on the life of a family member of the Participant or
on any person in whom the Participant has an insurable
interest. However, if the policy is on the joint lives of the
Participant and another person, the Trustee may not maintain
that policy if the other person predeceases the Participant.



The Employer will direct the Trustee as to the insurance
company and insurance agent through which the Trustee is to
purchase the insurance contracts, the amount of the coverage
and the applicable dividend plan. Each application for a
policy, and the policies themselves, must designate the Trustee
as sole owner, with the right reserved to the Trustee to exercise
any right or option contained in the policies, subject to the
terms and provisions of this Plan. The Trustee must be the
named beneficiary for the Account of the insured Participant.
Proceeds of insurance contracts paid to the Participant's
Account under this Article XI are subject to the distribution
requirements of Article VI. The Trustee will not retain any
such proceeds for the benefit of the Trust.




The Trustee will charge the premiums on any incidental benefit
insurance contract covering the life of a Participant against the
Account of that Participant and will treat the insurance
contract as a directed investment of the Participant's Account,
even if the Plan otherwise does not permit a Participant to
direct the investment of his/her own Account. The Trustee will
hold all incidental benefit insurance contracts issued under the
Plan as assets of the Trust created and maintained under the
Plan.




(A) Incidental insurance benefits. The aggregate of life
insurance premiums paid for the benefit of a Participant, at all
times, may not exceed the following percentages of the
aggregate of the Employer's contributions (including Deferral
Contributions and forfeitures) allocated to any Participant's
Account: (i) 49% in the case of the purchase of ordinary life
insurance contracts; or (ii) 25% in the case of the purchase of
term life insurance or universal life insurance contracts. If the
Trustee purchases a combination of ordinary life insurance
contract(s) and term life insurance or universal life insurance
contract(s), then the sum of one-half of the premiums paid for
the ordinary life insurance contract(s) and the premiums paid
for the term life insurance or universal life insurance
contract(s) may not exceed 25% of the Employer contributions
allocated to any Participant's Account.		(B)   Exception for certain profit sharing plans. If the Plan is a
profit sharing plan, the incidental insurance benefits requirement
does not apply to the Plan if the Plan purchases life insurance
benefits only from Employer contributions accumulated in the
Participant's Account for at least two years (measured from the
allocation date).




(C)   Exception for  other amounts. The incidental insurance
benefits requirement does not apply to life insurance purchased
with Employee contributions, rollover contributions, or earnings on
Employer contributions.




11.02   LIMITATION ON LIFE INSURANCE PROTECTION.
The Trustee will not continue any life insurance protection for any
Participant beyond his/her annuity starting date as defined in
Section 6.01(A)(4). If the Trustee holds any incidental benefit
insurance contract(s) for the benefit of a Participant when he/she
terminates his/her employment (other than by reason of death), the
Trustee must proceed as follows:




(a)   If the entire cash value of the contract(s) is Vested in the
terminating Participant, or if the contract(s) will not have any cash
value at the end of the policy year in which Separation from
Service occurs, the Trustee will transfer the contract(s) to the
Participant endorsed so as to vest in the transferee all right, title
and interest to the contract(s), free and clear of the Trust; subject
however, to restrictions as to surrender or payment of benefits as
the issuing insurance company may permit and as the Plan
Administrator directs;




(b)   If only part of the cash value of the contract(s) is Vested in the
terminating Participant, the Trustee, to the extent the Participant's
interest in the cash value of the contract(s) is not Vested, may
adjust the Participant's interest, in the value of his/her Account
attributable to Trust assets other than incidental benefit insurance
contracts and proceed as in (a), or the Trustee must effect a loan
from the issuing insurance company on the sole security of the
contract(s) for an amount equal to the difference between the cash
value of the contract(s) at the end of the policy year in which
termination of employment occurs and the amount of the cash
value that is Vested in the terminating Participant, and the Trustee
must transfer the contract(s) endorsed so as to vest in the transferee
all right, title and interest to the contract(s), free and clear of the
Trust; subject however, to the restrictions as to surrender or
payment of benefits as the issuing insurance company may permit
and the Plan Administrator directs;




(c)   If no part of the cash value of the contract(s) is Vested in the
terminating Participant, the Trustee must surrender the contract(s)
for cash proceeds as may be available.




In accordance with the written direction of the Plan Administrator,
the Trustee will make any transfer of contract(s) under this Section
11.02 on the Participant's annuity starting date (or as soon as
administratively practicable after that date). The Trustee may not
transfer any contract under this Section 11.02 which contains a






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	method of payment not specifically authorized by Article VI or
which fails to comply with the joint and survivor annuity
requirements, if applicable, of Article VI. In this regard, the
Trustee either must convert such a contract to cash and
distribute the cash instead of the contract, or before making the
transfer, must require the issuing company to delete the
unauthorized method of payment option from the contract.



11.03 DEFINITIONS. For purposes of this Article XI:




(a) "Policy" means an ordinary life, term life or universal life
insurance contract issued by an insurer on the life of a
Participant.




(b) "Issuing insurance company" is any life insurance company
which has issued a policy upon application by the Trustee
under the terms of this Plan.




(c)   "Contract" or "Contracts" means a policy of insurance. In
the event of any conflict between the provisions of this Plan
and the terms of any contract or policy of insurance issued in
accordance with this Article XI, the provisions of the Plan
control.




(d)   "Insurable Participant" means a Participant to whom an
insurance company, upon an application being submitted in
accordance with the Plan, will issue insurance coverage, either
as a standard risk or as a risk in an extra mortality
classification.




11.04   DIVIDEND PLAN. The dividend plan is premium
reduction unless the Plan Administrator directs the Trustee to
the contrary. The Trustee must use all dividends for a contract
to purchase insurance benefits or additional insurance benefits
for the Participant on whose life the insurance company has
issued the contract. Furthermore, the Trustee must arrange,
where possible, for all policies issued on the lives of
Participants under the Plan to have the same premium due date
and all ordinary life insurance contracts to contain guaranteed
cash values with as uniform basic options as are possible to
obtain. The term "dividends" includes policy dividends,
refunds of premiums and other credits.




11.05   INSURANCE COMPANY NOT A PARTY TO
AGREEMENT. No insurance company, solely in its capacity
as an issuing insurance company, is a party to this Plan nor is
the company responsible for its validity.




11.06   NO RESPONSIBILITY FOR OTHERS. Except as
required by ERISA, an issuing insurance company has no
responsibility or obligation under the Plan to Participants or
Beneficiaries for any act (unless the insurance company also
serves in such capacities) required of the Employer, the Plan
Administrator, the Trustee, the Custodian or any other service
provider to the Plan. No insurance company, solely in its
capacity as an issuing insurance company, need examine the
terms of this Plan. For the purpose of making application to an
insurance company and in the exercise of any right or option
contained in any policy, the insurance company may rely upon
the signature of the Trustee and is held harmless and
completely discharged in acting at the direction  and
authorization of the Trustee. An insurance company is		discharged from all liability for any amount paid to the Trustee or
paid in accordance with the direction of the Trustee, and is not
obliged to see to the distribution or further application of any
moneys the insurance company so pays.




11.07   DUTIES OF INSURANCE COMPANY. Each insurance
company must keep such records, make such identification of
contracts, funds and accounts within funds, and supply such
information as may be necessary for the proper administration of
the Plan under which it is carrying insurance benefits.




Note:   The provisions of this Article XI are not applicable, and the
Plan may not invest in insurance contracts, if a Custodian
signatory to the Adoption Agreement is  a bank which does not
have trust powers from its governing state banking authority.








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ARTICLE XII


TOP-HEAVY PROVISIONS



	12.01   DETERMINATION OF TOP-HEAVY STATUS.  If
this Plan is the only qualified plan maintained by the
Employer, the Plan is top-heavy for a Plan Year if the top-heavy ratio as of the Determination Date exceeds 60%. 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 denominator of which is a similar
sum determined for all Employees.



The Plan Administrator must include in the top-heavy ratio, as
part of the Account Balances, any contribution not made as of
the Determination Date but includible under Code § 416 and
the applicable Treasury regulations; and distributions made
within the Determination Period. The Plan Administrator must
calculate the top-heavy ratio by disregarding the Account
Balance (and distributions, if any, of the Account Balance) of
any Non-Key Employee who was formerly a Key Employee,
and by disregarding the Account Balance (including
distributions, if any, of the Account Balance) of an individual
who has not received credit for at least one Hour of Service
with the Employer during the Determination Period. The Plan
Administrator must calculate the top-heavy ratio, including the
extent to which it must take into account distributions,
rollovers and transfers, in accordance with Code § 416 and the
regulations under that Code section.




   If the Employer maintains other qualified plans (including a
simplified employee pension plan), or maintained another such
plan now terminated, this Plan is top-heavy only if it is part of
the Required Aggregation Group, and the top-heavy ratio for
the Required Aggregation Group and for the Permissive
Aggregation Group, if any, each exceeds 60%. The Plan
Administrator will calculate the top-heavy ratio in the same
manner as required by the first two paragraphs of this Section
12.01, taking into account all plans within the Aggregation
Group. To the extent the Plan Administrator must take into
account distributions to a Participant, the Plan Administrator
must include distributions from a terminated plan which would
have been part of the Required Aggregation Group if it were in
existence on the Determination Date. The Plan Administrator
will calculate the present value of accrued benefits under
defined benefit plans or the account balances under simplified
employee pension plans included within the group in
accordance with the terms of those plans, Code § 416 and the
regulations under that Code section.




If a Participant in a defined benefit plan is a Non-Key
Employee, the Plan Administrator will determine his/her
accrued benefit under the accrual method, if any, which is
applicable uniformly to all defined benefit plans maintained by
the Employer or, if there is no uniform method, in accordance
with the slowest accrual rate permitted under the fractional rule
accrual method described in Code § 41 l(b)( l)(C). If the
Employer maintains a defined benefit plan, the Plan
Administrator will use the actuarial assumptions (interest and
mortality only) stated in that plan to calculate the present value
of benefits from that defined benefit plan. If an aggregated
plan does not have a valuation date coinciding with the
Determination Date, the		Plan Administrator must value the Account Balance in the
aggregated plan as of the most recent valuation date falling within
the twelve-month period ending on the Determination Date, except
as Code § 416 and applicable Treasury regulations require for the
first and for the second plan year of a defined benefit plan. The
Plan Administrator will calculate the top-heavy ratio with reference
to the Determination Dates that fall within the same calendar year.
The top-heavy provisions of the Plan apply only for Plan Years in
which Code § 416 requires application of the top-heavy rules.




12.02   DEFINITIONS. For purposes of applying the top-heavy
provisions of the Plan:




(a)   "Compensation" means Compensation as determined under
Section 3.18(b) for Code § 415 purposes and includes
Compensation for the entire Plan Year.




(b)   "Determination Date" means for any Plan Year, the
Accounting Date of the preceding Plan Year or, in the case of the
first Plan Year of the Plan, the Accounting Date of that Plan Year.




(c)   "Determination Period" means the 5-year period ending on the
Determination Date.




(d)   "Employer" means the Employer that adopts this Plan and any
Related Employer.




(e)   "Key Employee" means, as of any Determination Date, any
Employee or former Employee (or Beneficiary of such Employee)
who, at any time during the Determination Period: (i) has
Compensation in excess of 50% of the dollar amount prescribed in
Code § 415(b)(1)(A) (relating to defined benefit plans) and is an
officer of the Employer (ii) has Compensation in excess of the
dollar amount prescribed in Code § 415(c)(l)(A) (relating to defined
contribution plans), owns a more than 1/2% interest in the
Employer and is one of the Employees owning the ten largest
interests in the Employer; (iii) is a more than 5% owner of the
Employer; or (iv) is a more than 1% owner of the Employer and
has Compensation of more than $150,000. The constructive
ownership rules of Code § 318 (or the principles of that Code
section, in the case of an unincorporated Employer,) will apply to
determine ownership in the Employer. The number of officers
taken into account under clause (i) will not exceed the greater of 3
or 10% of the total number (after application of the Code § 414(q)
exclusions) of Employees, but no more than 50 officers. The Plan
Administrator will make the determination of who is a Key
Employee in accordance with Code § 416(i)(1) and the regulations
under that Code section.




(f)   "Non-Key Employee" means an Employee who does not meet
the definition of Key Employee.




(g)   "Participant" means any Employee otherwise eligible to
participate in the Plan but who is not entitled to receive any
allocation under the Plan (or would have received a lesser
allocation) for the Plan Year because of








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	his/her Compensation level or because of his/her failure: (i) to
make elective deferrals under a 40 1(k) arrangement; (ii) to
make Employee contributions; or (iii) to complete 1,000 Hours
of Service or any other service requirement the Employer
specifies in its Adoption Agreement as a condition to receive
an allocation except for employment on the last day of the Plan
Year.



(h)   "Permissive Aggregation Group" means the Required
Aggregation Group plus any other qualified plans maintained
by the Employer, but only if such group would satisfy in the
aggregate the nondiscrimination requirements of Code
§ 401(a)(4) and the coverage requirements of Code § 410. The
Plan Administrator will determine the Permissive Aggregation
Group.




(i)   "Required Aggregation Group" means: (i) each qualified
plan of the Employer in which at least one Key Employee
participates or participated at any time during the
Determination Period (including terminated plans); and (ii)
any other qualified plan of the Employer which enables a plan
described in clause (i) to meet the requirements of Code
§ 401(a)(4) or of Code § 4 10.




12.03   TOP-HEAVY MINIMUM ALLOCATION. The


top-heavy minimum allocation requirement applies to the Plan
only in a Plan Year for which the Plan is top-heavy. If the Plan
is top-heavy in any Plan Year:




(a)   Each Non-Key Employee who is a Participant (as
described in Section 12.02(g)) and employed by the Employer
on the last day of the Plan Year will receive a top-heavy
minimum allocation for that Plan Year.




(b)   The top-heavy minimum allocation is equal to the lesser
of 3% of the Non-Key Employee's Compensation for the Plan
Year or the highest contribution rate for the Plan Year made on
behalf of any Key Employee. However, if a defined benefit
plan maintained by the Employer which benefits a Key
Employee depends on this Plan to satisfy the
nondiscrimination rules of Code § 401(a)(4) or the coverage
rules of Code § 410 (or another plan benefiting the Key
Employee so depends on such defined benefit plan), the top-heavy minimum allocation is 3% of the Non-Key Employee's
Compensation regardless of the contribution rate for the Key
Employees.




(C)   If, for a Plan Year, there are no allocations of Employer
contributions or of forfeitures for any Key Employee, the Plan
does not require any top-heavy minimum allocation for the
Plan Year, unless a top-heavy minimum allocation applies
because of the maintenance by the Employer of more than one
plan.




   12.04   DETERMINING   TOP-HEAVY


CONTRIBUTION RATES. In determining under Section
12.03(b) the highest contribution rate for any Key Employee,
the Plan Administrator takes into account all Employer
contributions (including deferral contributions and including
matching contributions but not including Employer
contributions to Social Security) and forfeitures allocated to
the Participant's Account for the Plan Year, divided by his/her
Compensation for the entire Plan Year. For purposes of
satisfying the Employer's top-heavy minimum allocation
requirement, the Plan Administrator		disregards the elective deferrals and matching contributions
allocated to a Non-Key Employee's Account hi determining -the
Non-Key Employee's contribution rate. However, the Plan
Administrator operationally may include in the contribution rate of
a Non-Key Employee any matching contributions not necessary to
satisfy the nondiscrimination requirements of Code § 401(k) or of
Code § 401(m).




To determine a Participant's contribution rate, the Plan
Administrator must treat all qualified top-heavy defined
contribution plans maintained by the Employer (or by any Related
Employer) as a single plan.




12.05   PLAN WHICH WILL SATISFY TOP-HEAVY. The Plan
will satisfy the top-heavy minimum allocation requirement in
accordance with the following requirements:




(a)   If the Employer makes the top-heavy minimum


allocation to this Plan, the Employer will make any necessary
additional contribution to this Plan. The Plan Administrator first
will allocate the Employer contributions (and Participant
forfeitures, if any) for the Plan Year in accordance with the
provisions of Adoption Agreement Section 3.04. The Employer
then will contribute an additional amount for the Account of any
Participant entitled under Section 12.03 to a top-heavy minimum
allocation and whose contribution rate for the Plan Year, under this
Plan and any other plan aggregated under Section 12.02, is less
than the top-heavy minimum allocation. The additional amount is
the amount necessary to increase the Participant's contribution rate
to the top-heavy minimum allocation. The Plan Administrator will
allocate the additional contribution to the Account of the
Participant on whose behalf the Employer makes the


contribution.




(b)   If the Employer makes the top-heavy minimum allocation
under another plan, this Plan does not provide the  top-heavy
minimum allocation and the Plan Administrator will allocate the
annual Employer contributions (and Participant forfeitures) under
the Plan solely in accordance with the allocation method selected
under Adoption Agreement Section 3.04.




12.06   TOP-HEAVY VESTING. If the Plan is top-heavy and the
Employer in its Adoption Agreement does not elect immediate
vesting, the Employer must elect a top-heavy (or modified top-heavy) vesting schedule. The specified top-heavy vesting schedule
applies to the Plan's first top-heavy Plan Year and to all subsequent
Plan Years, except as the Employer otherwise elects in its
Adoption Agreement. If the Employer elects in its Adoption
Agreement to apply the specified top-heavy vesting schedule only
in Plan Years in which the Plan is top-heavy, any change in the
Plan's vesting schedule resulting from this election is subject to
Section 5.11.






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ARTICLE XIII


EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION


	13.01   EXCLUSIVE BENEFIT. Except as provided under
Article III, the Employer does not have any beneficial interest
in any asset of the Trust Fund and no part of any asset in the
Trust Fund may ever revert to or be repaid to the Employer,
either directly or indirectly; nor, prior to the satisfaction of all
liabilities with respect to the Participants and their
Beneficiaries under the Plan, may any part of the corpus or
income of the Trust Fund, or any asset of the Trust Fund, be (at
any time) used for, or diverted to, purposes other than the
exclusive benefit of the Participants or their Beneficiaries and
for defraying reasonable expenses of administering the Plan.



However, if the Commissioner of Internal Revenue, upon the
Employer's application for initial approval of this Plan,
determines the Trust created under the Plan is not a qualified
trust exempt from Federal income tax, then (and


 only then) the Trustee, upon written notice from the Employer,
will return the Employer's contributions (and the earnings
thereon) to the Employer. The immediately preceding sentence
applies only if the Employer makes the application for the
determination by the time prescribed by law for filing the
Employer's tax return for the taxable year in which the
Employer adopted the Plan, or by such later date as the Internal
Revenue Service may prescribe. The Trustee must make the
return of the Employer contribution under this Section 13.01
within one year of a final disposition of the Employer's request
for initial approval of the Plan. The Employer's Plan and Trust
will terminate upon the Trustee's return of the Employer's
contributions.




13.02   AMENDMENT  BY  EMPLOYER. The


Employer, consistent with this Section 13.02 and other
applicable Plan provisions, has the right, at any time:		(B)   Impermissible Amendment/Protected Benefits. An
amendment may not authorize or permit any of the Trust Fund
(other than the part required to pay taxes and reasonable
administration expenses) to be used for or diverted to purposes
other than for the exclusive benefit of the Participants or their
Beneficiaries or estates. An amendment may not cause or permit
any portion of the Trust Fund to revert to or, become a property of
the Employer. Furthermore, the Employer may not make any
amendment which affects the rights, duties or responsibilities of
the Trustee or of the Plan Administrator without the written
consent of the affected Trustee or the Plan Administrator.




An amendment (including the adoption of this Plan as a
restatement of an existing plan) may not decrease a Participant's
Account Balance, except to the extent permitted under Code
§ 412(c)(8), and except as provided in Treasury regulations, may
not reduce or eliminate Protected Benefits determined immediately
prior to the adoption date (or, if later, the effective date) of the
amendment. An amendment reduces or eliminates Protected
Benefits if the amendment has the effect of either (1) eliminating
or reducing an early retirement benefit or a retirement-type subsidy
(as defined in Treasury regulations), or (2) except as provided by
Treasury regulations, eliminating an optional form of benefit.




The Plan Administrator must disregard an amendment to the extent
application of the amendment would fail to satisfy this Section
13,02(B). If the Plan Administrator must disregard an amendment
because the amendment would violate clause (1) or clause (2), the
Plan Administrator must maintain a schedule of the early
retirement option or other optional forms of benefit the Plan must
continue for the affected Participants.




		(a) To amend the elective provisions of the Adoption
Agreement in any manner it deems necessary or advisable;



(b) To add overriding language in the Adoption Agreement
to satisfy Code § *415 or 416 because of the required
aggregation of multiple plans; and




(c) To add model amendments published by the Revenue
Service (the adoption of which the Revenue Service
provides will not cause the Plan to be individually
designed).		13.03   AMENDMENT BY PROTOTYPE PLAN SPONSOR. The
Prototype Plan Sponsor (or the mass submitter, as agent of the
Prototype Plan Sponsor), without the Employer's consent, may
amend the Plan and Trust, from time to time, in order to conform
the Plan and Trust to any requirement for qualification of the Plan
and Trust under the Internal Revenue Code. The Prototype Plan
Sponsor may not amend the Plan in any manner which would
modify any election made by the Employer under the Plan without
the Employer's written consent. Furthermore, the Prototype Plan
Sponsor may not amend the Plan in any manner which would
violate the proscriptions of Section 13.02(B). If the Prototype Plan 
	(A) Amendment Formalities. The Employer must make all
Plan amendments in writing by means of substituted Adoption
Agreement pages or by restatement of the Adoption
Agreement. The Employer (and Trustee if the Trustee's written
consent to the amendment is required under Section 10.03(0)).
must execute a new Adoption Agreement Execution Page each
time the Employer amends the Plan. Each amendment must
specify the date as of which the amendment is either
retroactively or prospectively effective. See Section 7.12 for
the effect of certain amendments adopted by the Employer
which will result in the Employer's Plan losing Prototype Plan
status.		Sponsor does not adopt the amendments made by the mass
submitter, it will no longer be the sponsor of an identical or minor
modifier Prototype Plan of the mass submitter.




13.04   PLAN TERMINATION OR SUSPENSION. The Employer
subject to Section 13.02(B) and by proper Employer action has the
right, at any time, to suspend or discontinue its contributions under
the Plan and thereafter to continue to maintain the Plan (subject to
such suspension or discontinuance) until the Employer terminates
the Plan. The Employer subject to Section 13.02(B) and by proper
Employer action has the right, at any time, to terminate this








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	Plan and the Trust created and maintained under the Plan. The
Plan will terminate upon the first to occur of the following:		distribution. This paragraph does not apply if: (1) the Plan at
termination provides an annuity option which is a Protected
	 	(a) The date terminated by proper action of the Employer;
or



(b) The dissolution or merger of the Employer, unless a
successor makes provision to continue the Plan, in which
event the successor must substitute itself as the Employer
under this Plan.  Any termination of the Plan resulting
from this Paragraph (b) is not effective until compliance
with any applicable notice requirements under ERISA.		Benefit and which the Employer may not eliminate by Plan
amendment; or (2) as of the period between the Plan termination
date and the final distribution of assets, the Employer maintains
any other defined contribution plan (other than an ESOP). The
Employer, in an Addendum to its Adoption Agreement, may elect
not to have this paragraph apply.




(C)   Distribution restrictions under Code § 401(k). If the Plan
includes a 401(k) arrangement or if the Plan holds transferred 
	13.05 FULL VESTING ON TERMINATION. Upon either full
or partial termination of the Plan, or, if applicable, upon
complete discontinuance of profit sharing plan contributions to
the Plan, an affected Participant's right to his/her Account
Balance is 100% Vested, irrespective of the Vested percentage
which otherwise would apply under Article V. 




13.06   POST TERMINATION PROCEDURE AND
DISTRIBUTION.




(A)   General Procedure. Upon termination of the Plan, the
distribution provisions of Article VI remain operative, with the
following exceptions:		assets described in Section 13.07 such that in either case, the
distribution restrictions of Sections 14.03(d) and 14.11 apply, a
Participant's restricted balances are distributable on account of
Plan termination, as described in this Section 13.06, only if: (a) the
Employer does not maintain a successor plan and the Plan
Administrator distributes the Participant's entire Vested Account
Balance in a lump sum; or (b) the Participant otherwise is entitled
under the Plan to a distribution of his/her Vested Account Balance.




A successor plan under clause (b) is a defined contribution plan
(other than an ESOP) maintained by the Employer (or by a Related
Employer) at the time of the termination of the Plan or within the
period ending twelve months after the final distribution of assets, 
		(1)   if the Participant's Vested Account Balance does not
exceed $5,000 (or exceeds $5,000 but is not "immediately
distributable" in accordance with Section 6,01(A)(5)), the
Plan Administrator will direct the Trustee to distribute in
cash (subject to Section 10.08) the Participant's Vested
Account Balance to him/her in lump sum as soon as
administratively practicable after the Plan terminates: and




(2)   if the present value of the Participant's Vested
Account Balance exceeds $5,000 and is immediately
distributable, the Participant or the Beneficiary, may elect
to have the Trustee commence distribution in cash (subject
to Section 10.08) of his/her Vested Account Balance in a
lump sum as soon as administratively practicable after the
Plan terminates. If a Participant with consent rights under
this paragraph (2) does not elect an immediate lump sum
distribution with spousal consent if required, to liquidate
the Trust, the Plan Administrator will purchase a deferred
annuity contract for each Participant which protects the
Participant's distribution rights under the Plan.		However, a plan is not a successor plan if less than 2% of the
Employees eligible to participate in the terminating Plan are
eligible to participate (beginning 12 months prior to and ending 12
months after the Plan's termination date) in the potential successor
plan.




(D)   "Lost Participants." If the Plan Administrator is unable to
locate any Participant or Beneficiary whose Account becomes
distributable upon Plan termination, the Plan Administrator will
apply Section 9.11 except Section 9.11(B) does not apply.




(E)   Continuing Trust Provisions. The Trust will continue until the
Trustee in accordance with the direction of the Plan Administrator
has distributed all of the benefits under the Plan. On each valuation
date, the Plan Administrator will credit any part of a Participant's
Account Balance retained in the Trust with its share of the Trust
net income, gains or losses. Upon termination of the Plan, the
amount, if any, in a suspense account under Article III will revert
to the Employer, subject to the conditions of the Treasury
regulations permitting such a reversion. A resolution or an 
	(B)   Profit Sharing Plan. If the Plan is a profit sharing plan, in
lieu of applying Section 13.06(A) and the distribution
provisions of Article VI, the Plan Administrator will direct the
Trustee to distribute in cash (subject to Section 10.08) each
Participant's Vested Account Balance, in lump sum, as soon as
administratively practicable after the termination of the Plan,
irrespective of the Participant's Vested Account Balance, the
Participant's age and whether the Participant consents to that		amendment to discontinue all future benefit accrual but otherwise
to continue maintenance of this Plan, is not a termination for
purposes of this Section 13.06.




13.07 MERGER/DIRECT TRANSFER. The Trustee possesses the
specific authority to enter into merger agreements or direct transfer
of assets agreements with the trustees of other retirement plans
described in Code § 401(a), including an elective transfer, and to
accept the direct transfer of plan assets, or to transfer plan assets,
as a party to any such agreement. Except as provided in Section
13.07(A), the Trustee may not consent to, or be a party to, any
merger or consolidation with another plan, or to a transfer of assets
or liabilities to another plan (or from the






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	other plan to this Plan), unless immediately after the merger,
consolidation or transfer, the surviving plan provides each
Participant a benefit equal to or greater than the benefit each
Participant would have received had the transferring plan
terminated immediately before the merger or' the consolidation
or the transfer. The Trustee will hold, administer and distribute
the transferred assets as a part of the Trust Fund and the
Trustee must maintain a separate Employer contribution
Account for the benefit of the Employee on whose behalf the
Trustee accepted the transfer in order to reflect the value of the
transferred assets.



The Trustee may accept a direct transfer of plan assets on
behalf of an Employee prior to the date the Employee satisfies
the Plan's eligibility conditions. If the Trustee accepts such a
direct transfer of plan assets, the Plan Administrator and the
Trustee must treat the Employee as a limited Participant as
described in Section 4.04.




Sections 13.07(A) and (B) are effective for elective transfers
made on or following September 6, 2000. Under an elective
transfer which is made pursuant to Section 13.07(A) or (B),
the Protected Benefits in the transferring plan are not required
to be preserved under Section 13.02(B), except as provided in
Section 13.07(B).




(A)   Distributable Event Elective Transfer. The Trustee may
consent to, or be a party to, a merger, consolidation or transfer
of assets with another qualified plan in accordance with this
Section 13.07(A).




A transfer between qualified plans is a distributable event
elective transfer if: (1) the Participant has a right to immediate
distribution from the transferor plan: (2) the transfer is
voluntary, under a fully informed election by the Participant:
(3) the Participant has an alternative that retains his/her
Protected Benefits (including an option to leave his/her benefit
in the transferor plan, if that plan is not terminating); (4) the
transferor plan satisfies applicable consent and joint and
survivor annuity requirements of the Code; (5) the amount
transferred, together with the amount of any contemporaneous
direct rollover of the Participant's remaining Vested Account
Balance, constitutes the Participant's entire Vested Account
Balance; (6) the Participant has a 100% Vested interest in the
transferred benefit in the transferee plan: and (7) if the transfer
is from this Plan to a defined benefit plan, the transferee plan
provides a benefit for the affected Participant equal to the
benefit (expressed as an annuity payable at normal retirement
age) derived solely with respect to the transferred assets.




An elective transfer under this Section 13.07(A) may occur
between qualified plans of any type. Any direct transfer of
assets from a defined benefit plan to this Plan which does not
satisfy the requirements of this Section 13.07(A) renders the
Plan individually designed. See Section 7.12.




Commencing January 1, 2002, the Trustee may not undertake
an elective transfer of a Participant's Account under this
Section 13.07(A) if the Participant is eligible to receive an
immediate distribution of his/her entire Vested Account
Balance which would consist entirely of an		eligible rollover distribution as described in Section 6.10(D).




(B)   Transaction/Employment Change Elective Transfer. The
Trustee may consent to, or be a party to, a merger, consolidation or
transfer of assets with another qualified defined contribution plan
in accordance with this Section 13.07(B).




A transfer is a transaction or employment change transfer
irrespective of whether the Participant has a right to an immediate
distribution from the transferor plan provided: (1) the transfer
satisfies requirements (2) and (3) of Section 13.07(A); (2) the
transfer only may occur as between plans described in applicable
Treasury regulations; (3) the transfer must occur in connection
with a merger, asset  or  stock acquisition, or change in
employment resulting in the participant's loss of right to additional
allocations in the transferor plan or in such other circumstances as
described in applicable Treasury regulations; (4) the transfer must
consist of the Participant's entire Vested and non-Vested Account
Balance within the transferor plan: and (5) the transferee plan must
protect the QJSA and QPSA benefits (if any) in the transferor plan.




(C)   Other Transfers. Any transfer which is not an elective transfer
under Sections 13.07(A) or 13.07(B) and which includes Protected
Benefits is subject to Section 13.02(B). The trustee of the
transferee plan in receipt of assets which are Protected Benefits
must preserve the Protected Benefits in accordance with applicable
Treasury regulations. If the transferor plan contains a 401(k)
arrangement with restricted balances as described in Section 14.11,
such balances remain subject in the transferee plan to the
distribution restrictions described in Section 14.03(d). Any transfer
under this Section 13.07(C) from a defined benefit plan to this Plan
must be in the form of the transfer of a paid up individual annuity
contract which guarantees the payment of benefits in accordance
with the transferor plan.  Notwithstanding any Plan language to the
contrary, if this Plan is a target benefit or money purchase pension
plan, and the Trustee merges or the Employer converts by
amendment the Plan into another type of defined contribution plan,
the Employer operationally may elect whether to vest immediately
the Participants' Account Balances.






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ARTICLE XIV


CODE SECTION 401(k) AND CODE SECTION 401(m) ARRANGEMENTS



	14.01 APPLICATION. This Article XIV applies to the Plan
only if the Employer is maintaining its Plan under a Code
§ 401(k) Adoption Agreement.



14.02 40 1(k) ARRANGEMENT. The Employer under Article
III of its Adoption Agreement will elect the terms of the 401(k)
arrangement as described in Code § 401(k)(2), if any, under the
Plan. If the Plan is a Standardized Plan, the 401(k)

arrangement must be a salary reduction arrangement. If the
Plan is a Nonstandardized Plan, the 401(k) arrangement may
be a salary reduction arrangement or a cash or deferred
arrangement, or both.




(A) Salary Reduction Arrangement. If the Employer in its
Adoption Agreement Section 3.01 elects a salary reduction
arrangement, a Participant (or an Employee in anticipation of
becoming a Participant) may file a salary reduction agreement
with the Plan Administrator. The salary reduction agreement
may not be effective earlier than the following date which
occurs last: (1) the Participant's Plan Entry Date (or, in the
case of a re   employed Employee, his/her re-participation date
under Article II): (2) the execution date of the Participant's
salary reduction agreement: (3) the date the Employer adopts
the 401(k) arrangement by executing the Adoption Agreement;
or (4) the effective date of the 401(k) arrangement, as specified
in the Adoption Agreement.




A salary reduction agreement must specify the dollar amount
of Compensation or percentage of Compensation the
Participant wishes to defer. The salary reduction agreement
will apply only to Compensation which becomes currently
available to the Participant after the effective date of the salary
reduction agreement. The Employer will apply a salary
reduction election to the Participant's Compensation as
determined under Section 1.07 (and to


increases in such Compensation) unless the Participant  elects
in his/her salary reduction agreement to limit the


reduction to certain Compensation. The Plan Administrator in
the Plan's salary reduction agreement form, subject to the Plan
terms and applicable Revenue Service guidance, will specify
additional rules and restrictions applicable to a Participant's
salary reduction agreement.




(B) Cash or Deferred Arrangement. If the Employer in its
Adoption Agreement Section 3.02 elects a cash or deferred
arrangement, a Participant may elect to make a cash election
against his/her proportionate share of the Employer's cash or
deferred contribution, in accordance with the Employer's
Adoption Agreement elections. A Participant's proportionate
share of the Employer's cash or deferred contribution is the
percentage of the total cash or deferred contribution which
bears the same ratio that the Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants
for the Plan Year. For purposes of determining each
Participant's proportionate share of the cash or deferred
contribution, a Participant's Compensation is his/her
Compensation as determined under Section 1.07, excluding
any effect the proportionate share may have on the
Participant's Compensation for the Plan Year. The Plan
Administrator will determine the proportionate share prior to
the		Employer's actual contribution to the Trust, to provide the
Participants the opportunity to file cash elections. The Employer
will pay directly to the Participant the portion of his/her
proportionate share the Participant has elected to receive in cash.




(C)   Negative Election. The Employer in its Adoption Agreement
may elect to apply prospectively to its Plan the negative election
provisions of this Section 14.02(C). Under a negative election, the
Employer automatically will reduce the Compensation of each
Participant who is not deferring an amount at least equal to the
negative election amount, by the required election amount, except
those Participants who timely  make  a contrary election under
Section l4.02(C)( 1). Participants deferring an amount equal to or
greater than the negative election amount are not subject to the
Plan's negative election provisions. Amounts deferred under
negative election are treated as elective deferrals for all purposes
under the Plan. An Employer in its Adoption Agreement must elect
whether the negative election applies to all Participants as of the
effective date of the negative election or only to Employees whose
Plan Entry Date is on or following the effective date of the negative
election.




(1)   Participant's contrary election. A Participant may at any time
elect not to defer any Compensation or to defer an amount which is
less than the negative election amount ("contrary election"). A
Participant's contrary election generally is effective as of the first
payroll period for the month which follows the Participant's
contrary election. However, a Participant may make a contrary
election which is effective: (1) for the first payroll period in which
he/she becomes a Participant if the Participant makes a contrary
election within a reasonable period following the Participant's
Entry Date and before the Compensation to which the election
applies becomes currently available; or (2) for the first payroll
period following the effective date of the Employer's adoption of
the negative election, if the Participant makes contrary election not
later than the effective date of the negative election. A Participant's
contrary election continues in effect until the Participant
subsequently changes his/her Salary Reduction Agreement.




(2)   Negative election notice. If the Employer in its Adoption
Agreement adopts the negative election provision, the Plan
Administrator must provide a notice to each Eligible Employee
which explains the effect of the negative election and a
Participant's right to make a contrary election, including the
procedure and timing applicable to the contrary election. The Plan
Administrator must provide the notice to an Eligible Employee a
reasonable period prior to that Employee's commencement of
participation in the Plan subject to the negative election. A Plan
Administrator also must notify annually those Participants then
subject to the negative election of the existing negative election
deferral percentage and the Participant's right to make a contrary
election, including the procedure and timing applicable to the
contrary election.




(D)   Safe Harbor 401(k) Plan. The Employer in its Adoption
Agreement may elect to apply to its Plan the safe






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	harbor provisions of this Section 14.02(D). Except as
otherwise provided in this Plan, in the Code or in other
applicable guidance, an Employer must elect the safe harbor
plan provisions of this Section 14.02(D) and must satisfy :the
applicable notice requirements prior to the beginning of the
Plan Year to which the safe harbor provisions apply. In
addition, except as otherwise indicated, the electing Employer
must apply the safe harbor provisions for the entire safe harbor
Plan Year, including any short Plan Year. The provisions of
this Section 14.02(D) apply to an electing Employer
notwithstanding any contrary provision of the Plan and all
other remaining Plan terms continue to apply to the Employer's
safe harbor plan. An Employer which elects and operationally
satisfies the safe harbor provisions of this Section 14.02(D) is
not subject to the nondiscrimination provisions of Section
14.08 (ADP test). An electing Employer which provides
additional matching contributions as described in Section
14.02(D)(3) is subject to the nondiscrimination provisions of
Section 14.09 (ACP test), unless the additional matching
contributions satisfy the ACP test safe harbor described in
Section 14.02(D)(3).



(1)   Safe Harbor - Compensation. For purposes of this Section
14.02(D), Compensation is limited as described in Section
1.07(E) and for purposes of allocating the Employer's safe
harbor contribution and safe harbor matching contribution, the
Employer must elect under its Adoption Agreement a
nondiscriminatory definition of Compensation as described in
Section 1.07(F). An Employer in its Adoption Agreement also
may elect to limit the amount of Compensation which is
subject to deferral to any reasonable definition which: (a)
permits a Participant to receive the maximum matching
contribution, if any, available under the Plan: or (b) limits
deferrals under the Plan to a whole percentage or dollar
amount.




(2)   Safe Harbor Contributions/ADP test safe harbor. An
Employer which elects under this Section 14.02(D) to apply
the safe harbor provisions, must make a contribution to the
Plan which will satisfy the ADP test safe harbor ("safe harbor
contribution"). The Employer in its Adoption Agreement must
elect whether the Employer will make its safe harbor
contribution in the form of: (a) a safe harbor nonelective
contribution; (b) a basic matching contribution: or (c) an
enhanced matching contribution. A safe harbor nonelective
contribution is a fixed nonelective contribution in an amount
the Employer elects in its Adoption Agreement and must equal
at least 3% of each Participant's Compensation. A basic
matching contribution is a fixed matching contribution equal
to 100% of a Participant's elective deferrals which do not
exceed 3% of Compensation, plus 50% of elective deferrals
which exceed 3%, but which do not exceed 5% of
Compensation. An enhanced matching contribution is a fixed
matching contribution made in accordance with any formula
the Employer elects in its Adoption Agreement under which, at
any rate of elective deferrals, a Participant receives a matching
contribution which is at least equal to the match the Participant
would receive under the basic matching contribution formula
and under which the rate of match does not increase as the rate
of deferrals increases. Under a basic or enhanced safe harbor
match, a Highly Compensated Employee may not receive a
greater rate of match than any Nonhighly Compensated
Employee. The		Employer in its Adoption Agreement must elect the applicable time
period for computing the Employer's safe harbor basic or enhanced
matching contributions. The Plan Administrator must allocate the
Employer's safe harbor contribution without regard to the Section
3.06 allocation conditions. but the Plan Administrator will not
allocate a safe harbor contribution where the allocation would
exceed a Participant's Code § 415 or 402(g) limitation or where the
Participant is suspended from making deferrals under Section
14.11 (A)( 1). The Plan Administrator must allocate the safe harbor
contribution to all Participants unless the Employer in an
Addendum to its Adoption Agreement elects to limit the safe
harbor allocation to Nonhighly Compensated Employees. A
Participant's Account Balance attributable to safe harbor
contributions at all times 100% Vested and subject to the
distribution restrictions described in Section 14;03(d).  An
Employer's safe harbor contribution is not subject to
nondiscrimination testing under Section 14.08 (ADP test) and if
the safe harbor contribution is in the form of a basic matching
contribution, it is not subject to nondiscrimination testing under
Section 14.09 (ACP test). The Employer in its Adoption
Agreement must elect whether to satisfy the ACP test safe harbor
Section 14.02(D(3)(a) amount limitation with respect to the
Employer's enhanced matching contributions or to test, using
current year testing, its enhanced matching contributions under
Section 14,09 (ACP test).




An Employer electing Section 14.02(D) which in its Adoption
Agreement also elects to apply permitted disparity in allocating the
Employer's nonelective contributions, may not include within the
permitted disparity formula allocation, any of the Employer's safe
harbor contributions. An Employer in its Adoption Agreement may
elect to make the safe harbor contribution to another defined
contribution plan maintained by the Employer provided: (i) the
Employer maintains its safe harbor 401(k) Plan using a
Nonstandardized 401(k) Adoption Agreement; or (ii) the Employer
makes its safe harbor contribution to another defined contribution
plan paired with the Employer's safe harbor 401(k) Plan.




(3)   Additional Matching Contributions/ACP test safe harbor. An
Employer which satisfies the ADP test safe harbor under Section
14.02(D)(2), in its Adoption Agreement may elect to make
matching contributions to the Plan which are in addition to the
Employer's safe harbor contributions and which the Employer does
not use to satisfy the ADP test safe harbor ("additional matching
contributions"). The Employer in its Adoption Agreement must
elect whether to subject the additional matching contributions to
the ACP test safe harbor requirements of this Section 14.02(D)(3).
or for the Plan Administrator to test, using current year testing, the
additional matching contributions for nondiscrimination under
Section 14.09 (ACP test). Under the ACP test safe harbor: (a) the
Employer may not make matching contributions with respect to a
Participant's deferral contributions which exceed 6% of Plan Year
Compensation; (b) the amount of any discretionary matching
contribution allocated to any Participant in Plan Years
commencing after 1999 may not exceed 4% of the Participant's
Plan Year Compensation; (c) the rate of matching contributions
may not increase as the rate of deferrals increases: and (d) subject
to application of any Section 3.06 allocation conditions, a Highly






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	Compensated Employee may not receive a greater rate of
match than any Nonhighly Compensated Employee. The
Employer must elect in its Adoption Agreement the vesting
schedule, allocation conditions and distribution provisions
applicable to the Employer's additional matching contributions
described in this Section 14.02(D)(3). If the Employer in its
Adoption Agreement has elected to permit Employee
contributions under the Plan: (i) any Employee contributions
do not satisfy the ACP test safe harbor and the Plan
Administrator must test the Employee contributions under
Section 14.09 (ACP test) using current year testing: and (ii) if
the Employer in its Adoption Agreement elects to match the
Employee contributions, the Plan Administrator in applying
the 6% amount limit in clause (a) must aggregate a
Participant's deferral contribution and Employee contributions
which are subject to the 6% limit.



(4)   Safe Harbor notice. The Plan Administrator annually must
provide a safe harbor notice to each Participant a reasonable
period prior to each Plan Year for which the Employer in its
Adoption Agreement has elected to apply the safe harbor
provisions. For this purpose, the Plan Administrator is deemed
to provide timely notice if the Plan Administrator provides the
safe harbor notice at least 30 days and not more than 90 days
prior to the beginning of the safe harbor Plan Year. The safe
harbor notice must provide comprehensive information
regarding the Participants' rights and obligations under the
Plan and must be written in a manner calculated to be
understood by the average Participant. If an Employee
becomes eligible to participate in the Plan after the Plan
Administrator has provided the annual safe harbor notice, the
Plan Administrator must provide the safe harbor notice no later
than the Employee's Plan Entry Date. A Participant may make
or modify a salary reduction agreement under the Employer's
safe harbor 40 1(k) Plan for 30 days following receipt of the
safe harbor notice, or if greater, for the period the Plan
Administrator specifies in the salary reduction agreement.




(5)   Mid-year changes in safe harbor status. The Employer
may amend its 401(k) Plan during any Plan Year to become a
safe harbor plan under this Section 14.02(D) for that Plan
Year, provided: (a) the Plan then is using current year testing;
(b) the Employer amends the Plan to add the safe harbor
provisions not later than 30 days prior to the end of the Plan
Year and to apply the safe harbor provisions for the entire Plan
Year: (c) the Employer elects to satisfy the safe harbor
contribution requirement using the safe harbor nonelective
contribution; and (d) the Plan Administrator provides a notice
to Participants prior to the beginning of the Plan Year for
which the safe harbor amendment may become effective, that
the Employer later may amend the Plan to a safe harbor plan
for that Plan Year using the safe harbor nonelective
contribution and if the Employer so amends the Plan, the Plan
Administrator will provide a supplemental notice to
Participants at least 30 days prior to the end of that Plan Year
informing Participants of the amendment. The Plan
Administrator then must timely provide any supplemental
notice required under this Section 14.02(D)(5). Except as
otherwise specified, the Participant notices described in this
Section 14.02(D)(5) also must satisfy the requirements
applicable to safe harbor notices under Section 14.02(D)(4).		The Employer may amend its safe harbor 401(k) Plan during a
Plan Year to reduce or eliminate prospectively, any safe harbor
contribution which is a basic matching or enhanced matching
contribution (under Section 14.02(D)(2)) provided: (i) the Plan
Administrator provides a notice to the Participants which explains
the effect of the amendment, specifies the amendment's effective
date and informs Participants they will have a reasonable
opportunity to modify their salary reduction agreements, and if
applicable. Employee contributions: (ii) Participants have a
reasonable opportunity and period prior to the effective date of the
amendment to modify their salary reduction agreements, and if
applicable. Employee contributions: and (iii) the amendment is not
effective earlier than the later of: (a) 30 days after the Plan
Administrator gives notice of the amendment; or (b) the date the
Employer adopts the amendment. An Employer which amends its
safe harbor Plan to eliminate or reduce the safe harbor matching
contribution under this Section l4.02(D)(5), or which terminates
the Plan under Section 13.04 effective during the Plan Year, must
continue to apply all of the safe harbor requirements of this Section
14.02(D) until the amendment or termination becomes effective
and also must apply for the entire Plan Year, using current year
testing, the nondiscrimination test under Section 14.08 (ADP test),
and if applicable, the nondiscrimination test under Section 14.09
(ACP test).




An Employer maintaining a profit sharing plan, stock bonus plan
or pre-ERISA money purchase pension plan may during a Plan
Year amend prospectively its Plan to become a safe harbor 401(k)
plan provided: (a) the Employer's Plan is not a successor plan as
described in Notice 98-I or any subsequent applicable guidance;
(b) the 40 1(k) arrangement is in effect for at least 3 months during
the Plan Year; (C) the Plan Administrator provides the safe harbor
notice described in Section 14.02(D)(4) a reasonable time prior to
and not later than the effective date of the amendment: and (d) the
Plan satisfies commencing on the effective date of the amendment,
all of the safe harbor requirements of this Section 14.02(D).




(E)   SIMPLE 401(k) Plan. The Employer in its Standardized Code
§ 401(k) Adoption Agreement may elect to apply prospectively to
its Plan the SIMPLE 401(k) provisions of this Section 14.02(E) if:
(1) the Plan Year is the calendar year; (2) the Employer (including
Related Employers under Section 1.26) has no more than 100
Employees who received Compensation of at least $5,000 in the
immediately preceding calendar year: and (3) the Employer does
not maintain any other plan as described in Code § 2 19(g)(5), with
respect to which contributions were made or benefits were accrued
for Service by an eligible Employee in the Plan Year to which the
SIMPLE 401(k) provisions apply. If an electing Employer fails for
any subsequent calendar year to satisfy all of the foregoing
requirements, including where the Employer is involved in an
acquisition, disposition or similar transaction under which the
Employer satisfies Code § 4l0(b)(6)(C)( i) the Employer remains
eligible to maintain the SIMPLE 401(k) Plan for two additional
calendar years following the last year in which the Employer
satisfied the requirements. The provisions of this Section 14.02(E)
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	Employer notwithstanding any contrary provision in the Plan.   



(1) SIMPLE Compensation. For purposes of this Section
14.02(E), Compensation is limited as described in Section
1.07(E) and: (a) in the case of an Employee, means W-2 wages
but increased by the Employee's elective deferrals under a
401(k) arrangement, SIMPLE IRA, SARSEP or 403(b)
annuity; and (b) in the case of a Self Employed Individual,
means Earned Income determined without regard to
contributions made to this Plan.




(2) Participant deferral contributions. Each eligible Employee
may enter into a salary reduction agreement to make deferral
contributions into the SIMPLE 401(k) Plan in an amount not 		of the Plan and is not subject to the top heavy provisions of Article
XII. Except as otherwise described in this Section 14.03(E), if an
Employer has elected in its Adoption Agreement to apply the
SIMPLE 40 1(k) provisions of this Section 14.03(E), the Plan
Administrator will apply the remaining Plan provisions to
Employer's Plan.




(F)   Election not to participate. A Participant's or Employee's
election not to participate, pursuant to Section 2.06, includes his/her
right to enter into a salary reduction  agreement or to share in the
allocation of a cash or deferred contribution.




14.03 DEFINITIONS. For purposes of this Article XIV:
	exceeding $6,000 per calendar year, or such other amount as in
effect under Code § 408(p)(2)(E). A Participant may elect to
make deferral contributions or modify a salary reduction
agreement at any time in accordance with the Plan
Administrator's SIMPLE 40 1(k) salary reduction agreement
form, but must be provided at least 60 days prior to the
beginning of each SIMPLE Plan Year or commencement of
participation for this purpose. A Participant also may at any
time terminate prospectively, his/her salary reduction
agreement applicable to the Employer's SIMPLE 40 1(k) Plan.




(3)   Employer SIMPLE 401(k) contributions. An Employer
which elects under this Section 14.02(E) to apply the SIMPLE
401(k) provisions, annually must make a SIMPLE 401(k)
contribution to the Plan as described in this Section
l4.02(E)(3). The Employer operationally must elect whether
the Employer will contribute: (1) a matching contribution
equal to each Participant's deferral contributions but not
exceeding 3% of Plan Year Compensation or such lower
percentage as the Employer may elect under Code
§ 408(p)(2)(C)(ii)(II): or (2) a nonelective contribution equal to
2% of Plan Year Compensation for each Participant whose
Compensation is at least $5,000. The Employer in its Adoption
Agreement may not elect to apply any Section 3.06 allocation
conditions to the Plan Administrator's allocation of Employer
SIMPLE contributions.




   (4) SIMPLE 401(k) notice. The Plan Administrator must
provide notice to each Participant a reasonable period of time
before the 60th day prior to the beginning of each SIMPLE
401(k) Plan Year, describing the Participant's deferral election
rights and the Employer's matching or nonelective
contributions which the Employer will make for the Plan Year
described in the notice.




(5)   Application of remaining Plan provisions. All
contributions to the SIMPLE 401(k) Plan are Annual
Additions subject to the limitations set forth in Article III. No
contributions other than those described in this Section
14.02(E) or rollover contributions described in Section 4.04
may be made to the SIMPLE 40 1(k) Plan. All contributions to
the SIMPLE 401(k) Plan are 100% Vested at all times and in
the event of a conversion of a non SIMPLE Plan into a
SIMPLE 401(k) Plan, all Account Balances in existence on the
first day of the Plan Year to which the SIMPLE 40 1(k)
provisions apply, become 100% Vested. A SIMPLE


401(k) Plan is not subject to nondiscrimination testing under
Section 14.08 (ADP test) or Section 14,09 (ACP test)			(a)   "Compensation" means, except as otherwise provided in
this Article XIV, Compensation as defined for
nondiscrimination purposes in Section 1.07(F).




(b)   "Current year testing" means for purposes of the ADP test
described in Section 14.08 and the ACP test described in
Section 14.09, the use of data from the testing year in
determining the ADP or ADP for the Nonhighly Compensated
Group.




(c)   "Deferral contributions" are salary reduction contributions
and cash or deferred contributions the Employer contributes to
the Trust on behalf of an eligible Employee, irrespective of
whether, in the case of cash or deferred contributions, the
contribution is at the election of the Employee. For salary
reduction contributions, the terms "deferral contributions" and
"elective deferrals" have the same meaning.




(d)   "Distribution restrictions" means the Employee may not
receive a distribution of the restricted balances described in
Section 14,11 (nor earnings on those contributions) except in
the event of: (1) the Participant's death, Disability. Separation
from Service (which for purposes of this Section 14.03(d).
means as the Plan Administrator determines under applicable
Revenue Service guidance, including the "same desk" rule and
Revenue Ruling 2000-27 with respect to certain asset sale
transactions) or attainment of age 59 1/2, (2) financial hardship
satisfying Section 14.11(A), (3) Plan termination, without
establishment of a successor defined contribution plan (other
than an ESOP), (4) a sale by a corporate Employer of
substantially all of the assets (within the meaning of Code
§ 409(d)(2)) used in a trade or business of the Employer, to
another corporation, but only to an Employee who continues
employment with the corporation acquiring those assets, or (5) a
sale by a corporate Employer of its interest in a subsidiary
(within the meaning of Code § 409(d)(3)), but only to an
Employee who continues employment with the subsidiary. A
distribution described in clauses (3), (4) or (5) must be a lump
sum distribution, and otherwise must satisfy Code § 40l(k)( 10).





(e) "Elective deferrals" are all salary reduction contributions and
that portion of any cash or deferred contribution which the
Employer contributes to the Plan at the election of an eligible
Employee.  Any








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	 	portion of a cash or deferred contribution contributed to
the Trust because of the Employee's failure to make a cash
election is an elective deferral. However, any portion of a
cash or deferred contribution over which the Employee
does not have a cash election is not an elective deferral.
Elective deferrals do not include amounts which have
become currently available to the Employee prior to the
election nor amounts designated as an Employee
contribution at the time of deferral or contribution.
Elective deferrals are 100% vested at all times.



(f)   "Eligible Employee" means, for purposes of the ADP
test described in Section 14.08, an Employee who is
eligible to enter into a salary reduction agreement for all or
any portion of the Plan Year, irrespective of whether
he/she actually enters into such an agreement, and a
Participant who is eligible for an allocation of the
Employer's cash or deferred contribution for the Plan Year.
For purposes of the ACP test described in Section 14.09,
an eligible Employee is a Participant who is eligible to
receive an allocation of matching contributions (or would
be eligible if he/she made the type of contributions
necessary to receive an allocation of matching
contributions) and a Participant who is eligible to make
Employee contributions, irrespective of whether he/she
actually makes Employee contributions. An Employee
continues to be an eligible Employee during a period the
Plan suspends the Employee's right to make elective
deferrals or Employee contributions following a hardship
distribution.




(g)   "Employee contributions" are nondeductible
contributions made by a Participant and designated, at the
time of contribution, as an Employee contribution.
Elective deferrals and deferral contributions are not
Employee contributions. Employee contributions are
subject to Article IV.




(h)   "Highly Compensated Employee" means an eligible
Employee who satisfies the definition in Section 1.14 of
the Plan.




(i)   "Highly Compensated Group" means the group of
eligible Employees who are Highly Compensated
Employees for the Plan Year.




(j)   "Matching contributions" are contributions made by
the Employer on account of elective deferrals under a
401(k) arrangement or on account of Employee
contributions. Matching contributions also include
Participant forfeitures allocated on account of such
elective deferrals or Employee contributions.




(k)   "Nonelective contributions" are contributions made
by the Employer which are not subject to a deferral
election by an Employee and which are not matching
contributions.




(1)   "Nonhighly Compensated Employee" means an
eligible Employee who is not a Highly Compensated
Employee.		 	(m)   "Nonhighly Compensated Group"J means the group of
eligible Employees who are Nonhighly Compensated Employees
for the Plan Year.




(n)   "Prior year testing" means for purposes of the ADP test
described in Section 14.08 and the ACP test described in
Section 14.09, the use of data from the Plan Year immediately
prior to the testing year in determining the ADP or ACP for the
Nonhighly Compensated Group.




(0)   "Qualified matching contributions" are matching
contributions which are 100% Vested at all times and which are
subject to the distribution restrictions described in Section
14.03(d). Matching contributions are not 100% Vested at all
times if the Employee has a 100% Vested interest, because of
his/her Years of Service taken into account under a vesting
schedule. Any matching contributions allocated to a
Participant's qualified matching contributions Account under
the Plan automatically satisfy and are subject to the definition of
qualified matching contributions.




(p)   "Qualified nonelective contributions" are nonelective
contributions which are 100% Vested at all times and which are
subject to the distribution restrictions described in Section
14.03(d). Nonelective contributions are not 100% Vested at all
times if the Employee has a 100% Vested interest because of
his/her Years of Service taken into account under a vesting
schedule. Any nonelective contributions allocated to a
Participant's qualified nonelective contributions Account under
the Plan automatically satisfy and are subject to the definition of
qualified nonelective contributions. 




(q)   "Regular matching contributions" are matching
contributions which are not qualified matching contributions.




(r)   "Safe harbor contributions" are Employer nonelective or
matching contributions which the Plan Administrator applies to
satisfy the ADP test safe harbor under Code § 401(k)(12)(B) or
(C) and which are 100% Vested at all times and subject to the
distribution restrictions described in Section 14.03(d). Safe
harbor contributions are not 100% Vested at all times if the
Employee has a 100% Vested interest because of his/her Years
of Service taken into account under a vesting schedule. Any
nonelective contributions allocated to a Participant's safe harbor
contributions Account, automatically satisfy and are subject to
the definition of safe harbor contributions.




(s)   "Salary reduction agreement" is a written election by a
Participant to make salary reduction contributions as described
in Section 14.02(A).




(t)   "Salary reduction contributions" mean Employer
contributions elected by a Participant to be made from the
Participant's Compensation pursuant to a salary reduction
agreement and which the Plan Administrator must allocate to
the electing Participant's Account.








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		(u)   "Testing year" means for purposes of the ADP test
described in Section 14.08 and the ACP test described in
Section 14.09, the Plan Year for which the ADP or ACP
test is being performed.		Participant's Account to the extent the matching contribution
exceeds the Participant's Annual Additions limitation in Part 2 of
Article III. The provisions of Section 3.05 govern the treatment of
any matching contribution the Plan Administrator allocates contrary 
	14.04   MATCHING  CONTRIBUTIONS/ EMPLOYEE
CONTRIBUTIONS. The Employer in Adoption Agreement
Section 3.01 may elect to provide matching contributions. The 		to this Section 14.06(B), and the Plan Administrator will compute a
Participant's ACP under Section 14.09 by disregarding the
forfeiture.
	Employer in Adoption Agreement Section 4.02 also may elect
to permit a Participant to make Employee contributions.



14.05   DEFERRAL DEPOSIT TIMING/EMPLOYER
CONTRIBUTION STATUS. The Employer must make salary
reduction contributions to the Trust after withholding the
corresponding Compensation from the Participant at the
earliest date on which the contributions can reasonably be
segregated from the Employer's general assets. Furthermore,
the Employer must make to the Trust salary reduction
contributions, cash or deferred contributions, matching
contributions (including qualified matching contributions),
qualified nonelective contributions, safe harbor contributions
and SIMPLE contributions no later than the time prescribed by
the Code or ERISA. Salary reduction contributions and cash or
deferred contributions are Employer contributions for all
purposes under this Plan, except to the extent the Code
prohibits the use of these contributions to satisfy the
qualification requirements of the Code.




   14.06   SPECIAL ACCOUNTING AND ALLOCATION
PROVISIONS. To make allocations under the Plan, the Plan
Administrator must establish for each Participant, consistent
with the Employer's elections under its Adoption Agreement, a
deferral contributions Account, a nonelective contributions
Account, a qualified matching contributions Account, a
regular matching contributions Account, a qualified
nonelective contributions Account, a safe harbor contributions
Account and a SIMPLE contributions account.




(A) Deferral contributions. The Plan Administrator will
allocate to each Participant's deferral contributions Account
the amount of deferral contributions the Employer makes to
the Trust on behalf of the Participant. The Plan Administrator
will make this allocation as of the last day of each Plan Year or
more frequently as it may determine to be appropriate and
consistent with the Plan terms, including those providing for
allocation of net income, gain or loss.




(B) Matching contributions. The Plan Administrator will
allocate the Employer's matching contributions as of the last 			(1) Fixed match. To the extent the Employer makes  matching
contributions  under a fixed matching contribution formula set
forth in the Employer's Adoption Agreement. the Plan
Administrator will allocate the matching contribution to the
Account of the Participant on whose behalf the Employer makes
that contribution. A fixed matching contribution formula  is a
formula under which the Employer contributes a specified
percentage or dollar amount on behalf of a Participant based on
that Participant's deferral contributions or Employee
contributions eligible for a match. The Employer may contribute
on a Participant's behalf under a specific matching contribution
formula only if the Participant satisfies the allocation conditions
for matching contributions, if any, the Employer elects in
Adoption Agreement Section 3.06. The Employer in its
Adoption Agreement may elect whether the Plan Administrator
will allocate a fixed matching contribution as a qualified
matching contribution or as a regular matching contribution.




(2)   Discretionary match. To the extent the


Employer makes matching contributions under a discretionary
formula, the Plan Administrator will allocate the discretionary
matching contributions to the Account of each Participant who
satisfies the allocation conditions, if any, for matching
contributions the Employer elects in Adoption Agreement
Section 3.06. The allocation of discretionary matching
contributions to a Participant's Account is in the same
proportion that each Participant's deferral contributions bear to
the total deferral contributions of all Participants. If the
discretionary formula is a tiered formula, the Plan Administrator
will make this allocation separately with respect to each tier of
deferral contributions, allocating in such manner the amount of
the matching contributions made with respect to that tier. The
Employer operationally may direct the Plan Administrator to
allocate any discretionary match as a regular matching
contribution or as a qualified matching contribution.




(3)   Match on deferrals and Employee contributions. If the
matching contribution formula applies both to deferral
contributions and to Employee contributions, the matching
contributions apply first to deferral contributions.
	day of each Plan Year or more frequently as the Plan
Administrator may determine to be appropriate and consistent
with the Plan terms, including those providing for allocation of
net income, gain or loss. The Plan Administrator may not
allocate any fixed or discretionary matching contributions with
respect to deferral contributions that are excess deferrals under
Section 14.07. For this purpose: (a) excess deferrals relate first
to deferral contributions for the Plan Year not otherwise
eligible for a matching contribution; and (b) if the Plan Year is
not a calendar year, the excess deferrals for a Plan Year are the
last elective deferrals made for a calendar year. The Plan
Administrator may not allocate a matching contribution to a	 	(C) Qualified nonelective contributions. If the Employer
operationally designates a nonelective contribution to be a qualified
nonelective contribution for the Plan Year, the Plan Administrator
will allocate that qualified nonelective contribution to the qualified
nonelective contributions Account of each Participant eligible for an
allocation of






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	that designated contribution, as the Employer elects in
Adoption Agreement Section 3.04.



(D) Nonelective contributions. If the Employer makes a
nonelective contribution for the Plan Year which the Employer
does not designate as a qualified nonelective contribution, the
Plan Administrator will allocate the nonelective contribution in
accordance with Adoption Agreement Section 3.04. For
purposes of the nondiscrimination tests described in Sections
14.08 (ADP test), 14.09 (ACP test) and 14.10 (multiple use
limitation), the Plan Administrator may treat nonelective
contributions allocated under this Section 14.06(D) as
qualified nonelective contributions, if the contributions
otherwise satisfy the definition of qualified nonelective
contributions. The Employer, to facilitate the Plan
Administrator's correction of test failures under Sections
14.08, 14.09 and 14.10, also may make qualified nonelective
contributions to the Plan irrespective of whether the Employer
in its Adoption Agreement has elected to provide nonelective
contributions.




(E) Safe harbor contributions. If the Employer elects under
Section 14.02(D) to apply the safe harbor provisions to the
Plan, the Employer will allocate the safe harbor contributions
to the safe harbor contributions Account of each Participant
unless the Employer in an Addendum to its Adoption
Agreement elects to limit safe harbor allocations to Nonhighly
Compensated Employees.




(F)   SIMPLE 401(k) Plan contributions. If the Employer elects
under Section 14.02(E) to apply the SIMPLE 401(k)
provisions to the Plan, the Employer will allocate the SIMPLE
contributions to the SIMPLE contributions Account of
Participants eligible to receive an allocation of the Employer's
SIMPLE contribution (including Participants who make
deferral contributions), as specified in Section 14.02(E).




14.07   ANNUAL ELECTIVE DEFERRAL LIMITATION. 




   (A)   Annual Elective Deferral Limitation. An Employee's 		Administrator may make the distribution irrespective of any other
provision under this Plan or under the Code. The Plan Administrator
will reduce the amount of excess deferrals for a calendar year
distributable to the Employee by the amount of excess contributions
(as determined in Section 14.08), if any, previously distributed to
the Employee for the Plan Year beginning in that calendar year.
Elective deferrals distributed to an Employee as excess Annual
Additions in accordance with Article III are not taken into account
under the Employee's 402(g) limitation.




(B)   More than One Plan. If an Employee participates in another
plan subject to the 402(g) limitation under which he/she makes
elective deferrals pursuant to a 40 1(k) arrangement, elective
deferrals under a SARSEP, elective contributions under a SIMPLE
IRA or salary reduction contributions to a tax-sheltered annuity
(irrespective of whether the Employer maintains the other plan), the
Employee may provide to the Plan Administrator a written claim for
excess deferrals made to the Plan for a calendar year. The Employee
must submit the claim no later than the March 1 following the close
of the particular calendar year and the claim must specify the
amount of the Employee's elective deferrals under this Plan which
are excess deferrals. If the Plan Administrator receives a timely
claim, it will distribute the excess deferral (as adjusted for allocable
income) the Employee has assigned to this Plan, in accordance with
the distribution procedure described in Section 14.07(A).




(C)   Allocable Income. For purposes of making a distribution of
excess deferrals pursuant to this Section 14.07, allocable income
means net income or net loss allocable to the excess deferrals for the
calendar year (but not beyond the calendar year) in which the
Employee made the excess deferral, determined in a manner which
is uniform, nondiscriminatory and reasonably reflective of the
manner used by the Plan Administrator to allocate income to
Participants' Accounts.




14.08   ACTUAL DEFERRAL PERCENTAGE (ADP) TEST. For
each Plan Year, the Plan Administrator must determine whether the
Plan's 40 1(k) arrangement satisfies either of the following ADP
tests:
	elective deferrals for a calendar year may not exceed the Code
§ 402(g) limitation ("402(g) limitation"). The 402(g) limitation
is the greater of $7,000 or the adjusted amount determined by
the Secretary of the Treasury. If, pursuant to a salary reduction
agreement or pursuant to a cash or deferral election, the
Employer determines the Employee's elective deferrals to the
Plan for a calendar year would exceed the 402(g) limitation,
the Employer will suspend the Employee's salary reduction
agreement, if any, until the following January 1 and pay in
cash the portion of a deferral election which would result in the 		 	(i)   The ADP for the Highly Compensated Group does not
exceed 1.25 times the ADP of the Nonhighly Compensated
Group; or




(ii)   The ADP for the Highly Compensated Group does not
exceed the ADP for the Nonhighly Compensated Group by more
than two percentage points (or the lesser percentage permitted
by the multiple use limitation in Section 14.10) and the ADP for
the Highly Compensated Group is not more than twice the ADP
for the Nonhighly Compensated Group.
	Employee's elective deferrals for the calendar year exceeding
the 402(g) limitation. If the Plan Administrator determines an
Employee's elective deferrals already contributed to the Plan
for a calendar year exceed the 402(g) limitation, the Plan
Administrator will distribute the amount in excess of the
402(g) limitation (the "excess deferral"), as adjusted for
allocable income under Section 14.07(C), no later than April
15 of the following calendar year. If the Plan Administrator
distributes the excess deferral by the appropriate April 15, the
excess deferral is not an Annual Addition under Article III, and
the Plan			(A)   Calculation of ADP. The ADP for a group is the average of
the separate deferral percentages calculated for each eligible
Employee who is a member of that group. An eligible
Employee's deferral percentage for a Plan Year is the ratio of the
eligible Employee's deferral contributions for the Plan Year to
the Employees Compensation for the






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	Plan Year. In determining the ADP, the Plan Administrator
must include any Highly Compensated Employee's excess
deferrals, as described in Section 14.07(A), to this Plan or to
any other Plan of the Employer and the Plan Administrator will
disregard any Nonhighly Compensated Employees excess
deferrals. The Plan Administrator operationally may include in
the ADP test, qualified nonelective contributions and qualified
matching contributions the Plan Administrator does not use in
the ACP test. The Plan Administrator, under prior year testing,
may include qualified nonelective contributions or qualified
matching contributions in determining the Nonhighly
Compensated Employee ADP only if the Employer makes such
contribution to the Plan by the end of the testing year and the
Plan Administrator allocates the contribution to the prior Plan
Year. In determining whether the Plan's 401(k) arrangement
satisfies either ADP test, the Plan Administrator will use prior
year testing, unless the Employer in Adoption Agreement
Appendices A or B elects to use current year testing. An
Employer may not change from current year testing to prior
year testing except as provided in the Code or in other
applicable guidance. For the first Plan Year the Employer
permits elective deferrals and the Plan is not a successor plan
(as provided in the Code or in other applicable guidance),
under prior year testing, the prior year ADP for the Nonhighly
Compensated Group is 3% unless the Employer in an
Addendum to its Adoption Agreement elects to use the actual
first year ADP for the Nonhighly Compensated Group.



(B) Special aggregation rule for Highly Compensated
Employees. To determine the deferral percentage of any Highly
Compensated Employee, the Plan Administrator must take into
account any elective deferrals made by the Highly
Compensated Employee under any other 401(k) arrangement
maintained by the Employer, unless the elective deferrals are to
an ESOP. If the plans containing the 401(k) arrangements have
different plan years, the Plan Administrator will determine the
combined deferral contributions on the basis of the plan years
ending in the same calendar year.




(C) Aggregation of certain 401(k) arrangements. If the
Employer treats two or more plans as a single plan for
coverage or nondiscrimination purposes, the Employer must
combine the 401(k) arrangements under such plans to
determine whether the plans satisfy the ADP test. This
aggregation rule applies to the ADP determination for all
eligible Employees, irrespective of whether an eligible
Employee is a Highly Compensated Employee or a Nonhighly
Compensated Employee. An Employer may aggregate 401(k)
arrangements under this Section 14.08(C) only if the plans
have the same plan years and use the same testing method. An
Employer may not aggregate an ESOP (or the ESOP portion of
a plan) with a non-ESOP plan (or non-ESOP portion of a
plan). If the Employer aggregating 401(k) arrangements under
this Section 14.08(C) is using prior year testing, the Plan
Administrator must adjust the Nonhighly Compensated Group
ADP for the prior year as provided in the Code or in other
applicable guidance.




(D) Characterization of excess contributions. If, pursuant to
this Section 14.08, the Plan Administrator has elected to
include qualified matching contributions in the		ADP test, the excess contributions are attributable proportionately to
deferral contributions and to  qualified matching contributions
allocated on the basis of those deferral contributions. The Plan
Administrator will reduce the amount of excess contributions for a
Plan Year distributable to a Highly Compensated Employee by the
amount of excess deferrals (as determined in Section 14.07), if any,
previously distributed to that Employee for the Employee's taxable
year ending in that Plan Year.




(E) Distribution of excess contributions. If the Plan Administrator
determines the Plan fails to satisfy the ADP test for a Plan Year, the
Trustee, as directed by the Plan Administrator, must distribute the
excess contributions, as adjusted for allocable income under Section
14.08(F), during the next Plan Year. However, the Employer may
incur an excise tax with respect to the amount of excess
contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees during the first 2 1⁄2  months of that
next Plan Year. The excess contributions are the amount of deferral
contributions made by the Highly Compensated Employees which
causes the Plan to fail the ADP test. The Plan Administrator will
determine the total amount of the excess contributions to the Plan by
starting with the Highly Compensated Employee(s) who has the
greatest deferral percentage, reducing his/her deferral percentage
(but not below the next highest deferral percentage), then, if
necessary, reducing the deferral percentage of the Highly
Compensated Employee(s) at the next highest deferral percentage
level, including the deferral percentage of the Highly Compensated
Employee(s) whose deferral percentage the Plan Administrator
already has reduced (but not below the next highest deferral
percentage), and continuing in this manner until the ADP for the
Highly Compensated Group satisfies the ADP test. After the Plan
Administrator has determined the total excess contribution amount,
the Trustee, as directed by the Plan Administrator, then will
distribute to each Highly Compensated Employee his/her respective
share of the excess contributions. The Plan Administrator will
determine each Highly Compensated Employee's share of excess
contributions by starting with the Highly Compensated Employee(s)
who has the highest dollar amount of elective deferrals, reducing
his/her elective deferrals (but not below the next highest dollar
amount of elective deferrals), then, if necessary, reducing the
elective deferrals of the Highly Compensated Employee(s) at the
next highest dollar amount of elective deferrals including the
elective deferrals of the Highly Compensated Employee(s) whose
elective deferrals the Plan Administrator already has reduced (but
not below the next highest dollar amount of elective deferrals), and
continuing in this manner until the Trustee has distributed all excess
contributions.




(F)   Allocable income. To determine the amount of the corrective
distribution required under this Section 14.08, the Plan
Administrator must calculate the allocable income for the Plan Year
(but not beyond the Plan Year) in which the excess contributions
arose. "Allocable income" means net income or net loss. To
calculate allocable income for the Plan Year, the Plan Administrator
will use a uniform and nondiscriminatory method which reasonably
reflects








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	the manner used by the Plan Administrator to allocate income
to Participants' Accounts.



14.09 ACTUAL CONTRIBUTION PERCENTAGE (ACP)
TEST. For each Plan Year, the Plan Administrator must
determine whether the annual Employer matching
contributions (other than qualified matching contributions
used in the ADP test under Section 14.08), if any, and the
Employee contributions, if any, satisfy either of the following
ACP tests:		have different plan years, the Plan Administrator will determine the
combined aggregate contribution on  the basis of the plan years
ending in the same calendar year.




(C)   Aggregation of certain 401(m) arrangements. If the Employer
treats two or more plans as a single for coverage or
nondiscrimination purposes, the Employer must combine the 401(m)
arrangements under such plans to determine whether the plans
satisfy the ACP test. This aggregation rule applies to the ACP
determination for all eligible
	 	(i)   The ACP for the Highly Compensated Group does not
exceed 1.25 times the ACP of the Nonhighly Compensated
Group: or 




(ii)   The ACP for the Highly Compensated Group does not
exceed the ACP for the Nonhighly Compensated Group by
more than two percentage points (or the lesser percentage
permitted by the multiple use limitation in Section 14,10)
and the ACP for the Highly Compensated Group is not
more than twice the ACP for the Nonhighly Compensated
Group.		Employees, irrespective of whether an eligible Employee is a Highly
Compensated Employee or a Nonhighly Compensated Employee.
An Employer may aggregate 401(m) arrangements under this
Section 14.09(C) if where the plans have the same plan year and use
the same testing method. An Employer may not aggregate an ESOP
(or the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP portion of a plan). If the Employer aggregating 401(m)
arrangements under this Section 14.09(C) is using prior year testing,
the Plan Administrator must adjust the Nonhighly Compensated
Group ACP for the prior year as provided in the Code or in other
applicable guidance.
	(A) Calculation of ACP. The ACP for a group is the average of
the separate contribution percentages calculated for each
eligible Employee who is a member of that group. An eligible
Employee's contribution percentage for a Plan Year is the ratio
of the eligible Employee's aggregate contributions for the  Plan
Year to the Employee's Compensation for the Plan Year.
"Aggregate contributions" are Employer matching
contributions (other than qualified matching contributions
used in the ADP test under Section 14.08) and Employee
contributions (as defined in Section 14.03). The Plan
Administrator operationally may include in the ACP test,
qualified nonelective contributions and elective deferrals not
used in the ADP test. The Plan Administrator, under prior year
testing, may include qualified nonelective contributions or
qualified matching contributions in determining the Nonhighly
Compensated Employee ACP only if the Employer makes
such contribution to the Plan by the end of the testing year and
the Plan Administrator allocates the contribution to the prior
Plan Year. In determining whether the Plan satisfies either
ACP test, the Plan Administrator will use prior year testing,
unless the Employer in Appendix A to its Adoption Agreement
elects to use the current year testing. An Employer may not
change from current year testing to prior year testing except as
provided in the Code or in other applicable guidance. For the
first Plan Year the Plan permits matching contributions or
Employee contributions and the Plan is not a successor plan
(as defined in the Code or in other applicable guidance), under
prior year testing, the prior year ACP for the Nonhighly
Compensated Group is 3% unless the Employer in an
Addendum to its Adoption Agreement elects to use the actual
first year ACP for the Nonhighly Compensated Group.




(B) Special aggregation rule for Highly Compensated
Employees. To determine the contribution percentage of any
Highly Compensated Employee, the aggregate contributions
taken into account must include any matching contributions
(other than qualified matching contributions used in the ADP
test) and any Employee contributions made on his/her behalf to
any other plan maintained by the Employer, unless the other
plan is an ESOP. If the plans		(D)   Distribution of excess aggregate contributions. The Plan
Administrator will determine excess aggregate contributions after
determining excess deferrals under Section 14.07 and excess
contributions under Section 14.08. If the Plan Administrator
determines the Plan fails to satisfy the ACP test for a Plan Year, the
Trustee, as directed by the Plan Administrator, must distribute the
Vested excess aggregate contributions, as adjusted for allocable
income, during the next Plan Year, However, the Employer may
incur an excise tax with respect to the amount of excess aggregate
contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees during the first 2 1⁄2  months of that
next Plan Year. The excess aggregate contributions are the amount
of aggregate contributions allocated on behalf of the Highly
Compensated Employees which causes the Plan to fail the ACP test.
The Plan Administrator will determine the total amount of the excess
aggregate contributions by starting with the Highly Compensated
Employee(s) who has the greatest contribution percentage, reducing
his/her contribution percentage (but not below the next highest
contribution percentage), then, if necessary, reducing the
contribution percentage of the Highly Compensated Employee(s) at
the next highest contribution percentage level, including the
contribution percentage of the Highly Compensated Employee(s)
whose contribution percentage the Plan Administrator already has
reduced (but not below the next highest contribution percentage),
and continuing in this manner until the ACP for the Highly
Compensated Group satisfies the ACP test.




After the Plan Administrator has determined the total excess
aggregate contribution amount, the Trustee, as directed by the Plan
Administrator, then will distribute (to the extent Vested) to each
Highly Compensated Employee his/her respective share of the
excess aggregate contributions. The Plan Administrator will
determine each Highly Compensated Employee's share of excess
aggregate contributions by starting with the Highly Compensated
Employee(s) who has the highest dollar amount of aggregate
contributions, reducing the amount of his/her aggregate
contributions (but not below the next highest






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	dollar amount of the aggregate contributions), then, if
necessary, reducing the amount of aggregate contributions of
the Highly Compensated Employee(s) at the next highest 		The Plan Administrator, in lieu of determining the multiple use
limitation as the sum of (i) and (ii), may elect to determine the
multiple use limitation as the sum of (iii) and (iv):
	dollar amount of aggregate contributions, including the
aggregate contributions of the Highly Compensated
Employee(s) whose aggregate contributions the Plan
Administrator already has reduced (but not below the next
highest dollar amount of aggregate contributions), and
continuing in this manner until the Trustee has distributed all
excess aggregate contributions.
			(iii) 125% of the lesser of: (a) the ADP of the Nonhighly
Compensated Group for the prior Plan Year; or (b) the ACP of
the Nonhighly Compensated Group for the Plan Year
beginning with or within the prior Plan Year of the 40 1(k)
arrangement.



(iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than
twice the greater of (iii)(a) or (iii)(b).
	(E) Allocable income. To determine the amount of the
corrective distribution required under this Section 14.09, the
Plan Administrator must calculate the allocable income for the
Plan Year (but not beyond the Plan Year) in which the excess
aggregate contributions arose. "Allocable income" means net
income or net loss. The Plan Administrator will determine
allocable income in the same manner as described in Section
14.08(F) for excess contributions.




(F) Characterization of excess aggregate contributions. The
Plan Administrator will treat a Highly Compensated
Employee's allocable share of excess aggregate contributions
in the following priority: (1) first as attributable to his/her
Employee contributions, if any; (2) then as matching
contributions allocable with respect to excess contributions
determined under the ADP test described in Section 14.08; (3)
then on a pro rata basis to matching contributions and to the
deferral contributions relating to those matching contributions
which the Plan Administrator has included in the ACP test:
and (4) last to qualified nonelective contributions used in the
ACP test. To the extent the Highly Compensated Employee's
excess aggregate contributions are attributable to matching
contributions, and he/she is not 100% Vested in his/her
Account Balance attributable to matching contributions, the
Plan Administrator will distribute only the Vested portion and
forfeit the non-Vested portion. The Vested portion of the
Highly Compensated Employee's excess aggregate
contributions attributable to Employer matching contributions
is the total amount of such excess aggregate contributions (as
adjusted for allocable income) multiplied by his/her Vested
percentage (determined as of the last day of the Plan Year for
which the Employer made the matching contribution).




14.10   MULTIPLE USE LIMITATION. If at least one Highly
Compensated Employee is includible in the ADP test under
Section 14.08 and in the ACP test under Section 14.09, the
sum of the Highly Compensated Group's ADP and ACP may
not exceed the multiple use limitation.		If the Employer has elected in its Adoption Agreement to use current
year testing, the multiple use limitation is calculated using the
Nonhighly Compensated Group's current Plan Year data. The Plan
Administrator will determine whether the Plan satisfies the multiple
use limitation after applying the ADP test under Section 14.08 and
the ACP test under Section 14.09 and using the deemed maximum
corrected ADP and ACP percentages in the event the Plan failed
either or both tests. If, after applying this Section 14.10, the Plan
Administrator determines the Plan has failed to satisfy the multiple
use limitation, the Plan Administrator will correct the failure by
treating the excess amount as excess contributions under Section
14.08 or as excess aggregate contributions under Section 14.09, as
the Plan Administrator determines in its sole discretion. This Section
14.10 does not apply unless, prior to application of the multiple use
limitation, the ADP and the ACP of the Highly Compensated Group
each exceeds 125% of the respective percentages for the Nonhighly
Compensated Group.




14.11   DISTRIBUTION   RESTRICTIONS. The Employer in
Adoption Agreement Section 6.01 must elect the distribution events
permitted under the Plan. The distribution events applicable to the
Participant's deferral contributions Account, qualified nonelective
contributions Account, qualified matching contributions Account
and safe harbor contributions Account (collectively, "restricted
balances") must satisfy the distribution restrictions described in
Section 14.03(d).




(A)   Hardship Distributions from Deferral Contributions Account.
The Employer must elect in Adoption Agreement Section 6.01
whether a Participant may receive hardship distribution (as defined
in Section 6.09) from his/her deferral contributions Account prior to
the Participant's Separation from Service. A hardship distribution
from the deferral contributions Account also must satisfy the
requirements of this Section 14.11(A). A hardship distribution
option may not apply to a Participant's qualified nonelective
contributions Account, qualified matching contributions Account,
nor to his/her safe harbor contributions Account except as provided
in Paragraph (2).
		The multiple use limitation is the sum of (i) and (ii):			(1)   Restrictions. The following restrictions apply to a 
	 	 	(i) 125% of the greater of: (a) the ADP of the
Nonhighly Compensated Group for the prior Plan
Year: or (b) the ACP of the Nonhighly Compensated
Group for the Plan Year beginning with or within the
prior Plan Year of the 40 1(k) arrangement.




(ii) 2% plus the lesser of (i)(a) or (i)(b), but no more
than twice the lesser of (i)(a) or (i)(b).			Participant who receives a hardship distribution from his/her
deferral contributions Account: (a) the Participant may not
make elective deferrals or Employee contributions to the Plan
for the 12-month








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	 	period following the date of his/her hardship distribution:
(b, the distribution may not exceed the amount of the
Participant's immediate and heavy financial need
(including any amounts necessary to pay any federal, state
or local income taxes or penalties reasonably anticipated to
result from the distribution): (c) the Participant must have
obtained all distributions, other than hardship
distributions, and all nontaxable loans (determined at the
time of the loan) currently available under this Plan and all
other qualified plans maintained by the Employer, and (d)
the Participant must limit elective deferrals under this Plan
and under any other qualified plan maintained by the
Employer, for the Participant's taxable year immediately
following the taxable year of the hardship distribution, to
the 402(g) limitation (as described in Section 14.07),
reduced by the amount of the Participant's elective
deferrals made in the taxable year of the hardship
distribution. The suspension of elective deferrals and
Employee contributions described in clause (a) also must
apply to all other qualified plans and to all nonqualified
plans of deferred compensation maintained by the
Employer, other than any mandatory employee
contribution portion of a defined benefit plan, including
stock option, stock purchase and other similar plans, but
not including health or welfare benefit plans (other than
the cash or deferred arrangement portion of a cafeteria
plan). The Plan Administrator, absent actual contrary
knowledge, may rely on a Participant's written
representation that the distribution is on account of
hardship (as defined in Section 6.09) and also satisfies
clause (b). In addition, clause (C) regarding loans does not
apply if the loan to the Participant would increase the
Participant's hardship need.



(2)   Earnings. A hardship distribution may not include
earnings on an Employee's elective deferrals credited after
December 31, 1988, qualified matching contributions and
qualified nonelective contributions, and any earnings on
such contributions, credited as of December 31, 1988, are
subject to withdrawal for a hardship distribution only if
the Employer in an Addendum to its Adoption Agreement
elects to permit such withdrawals. The Addendum may
modify the December 31, 1988, date for purposes of
determining credited amounts, provided the date is not
later than the end of the last Plan Year ending before July
1, 1989.		types which the Plan Administrator maintains under the Plan.
	(B) Distributions after Separation from Service. Following the
Participant's Separation from Service, the distribution events
applicable to the Participant apply equally to all of the
Participant's Accounts.




14.12   SPECIAL ALLOCATION AND VALUATION
RULES. If the 40 1(k) arrangement provides for salary
reduction contributions, if the Plan accepts Employee
contributions, or if the Plan allocates matching contributions
as of any date other than the last day of the Plan Year, the
Employer in Adoption Agreement Sections 9.08 and 10.15
must elect the method the Plan Administrator will apply to
allocate net income, gain or loss to such contributions made
during the Plan Year and any alternative valuation dates for the
different Account		






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End.