Exhibit 4.1 




	TABLE OF CONTENTS




	
      DEFINITIONS

    	
       

    	
       

    
	
       ACP Test Safe Harbor
        Matching Contributions

    	
           

    	
      1

    
	
      Actual Deferral Percentage (ADP)

    	
       

    	
      1

    
	
      Adopting Employer

    	
       

    	
      1

    
	
      Adoption Agreement

    	
       

    	
      1

    
	
      ADP Test Safe Harbor
        Contributions

    	
       

    	
      1

    
	
      Aggregate Limit

    	
       

    	
      1

    
	
      Alternate Payee

    	
       

    	
      1

    
	
      Annual Additions

    	
       

    	
      1

    
	
      Annuity Starting Date

    	
       

    	
      1

    
	
      Applicable Life Expectancy

    	
       

    	
      2

    
	
      Average Contribution Percentage
        (ACP)

    	
       

    	
      2

    
	
      Basic Matching Contributions

    	
       

    	
      2

    
	
      Basic Plan Document

    	
       

    	
      2

    
	
      Beneficiary

    	
       

    	
      2

    
	
      Break in Eligibility Service

    	
       

    	
      2

    
	
      Break in Vesting Service

    	
       

    	
      2

    
	
      Code

    	
       

    	
      2

    
	
      Compensation

    	
       

    	
      2

    
	
      Contributing Participant

    	
       

    	
      3

    
	
      Contribution Percentage

    	
       

    	
      4

    
	
      Contribution Percentage Amounts

    	
       

    	
      4

    
	
      Deductible Employee Contributions

    	
       

    	
      4

    
	
      Defined Benefit Fraction

    	
       

    	
      4

    
	
      Defined Contribution Dollar Limitation

    	
       

    	
      4

    
	
      Defined Contribution Fraction

    	
       

    	
      4

    
	
      Determination Date

    	
       

    	
      4

    
	
      Determination Period

    	
       

    	
      4

    
	
      Direct Rollover

    	
       

    	
      4

    
	
      Directed Trustee

    	
       

    	
      4

    
	
      Disability

    	
       

    	
      5

    
	
      Discretionary Trustee

    	
       

    	
      5

    
	
      Distribution Calendar Year

    	
       

    	
      5

    
	
      Domestic Relations Order

    	
       

    	
      5

    
	
      Earliest Retirement Age

    	
       

    	
      5

    
	
      Early Retirement Age

    	
       

    	
      5

    
	
      Earned Income

    	
       

    	
      5

    
	
      Effective Date

    	
       

    	
      5

    
	
      Election Period

    	
       

    	
      5

    
	
      Elective Deferrals

    	
       

    	
      5

    
	
      Eligible Employee

    	
       

    	
      5

    
	
      Eligible Employer

    	
       

    	
      5

    
	
      Eligible Participant

    	
       

    	
      6

    
	
      Eligible Retirement
        Plan

    	
       

    	
      6

    
	
      Eligible Rollover Distribution

    	
       

    	
      6

    
	
      Eligibility Computation Period

    	
       

    	
      6

    
	
      Employee

    		
      6

    
	
      Employer

    		
      6

    
	
      Employer Contribution

    	
       

    	
      6

    
	
      Employer Money Purchase Pension
        Contribution

    	
       

    	
      6

    
	
      Employer Target Benefit Pension
        Contribution

    	
       

    	
      6

    
	
      Employer Profit Sharing Contribution

    	
       

    	
      6

    
	
      Employment Commencement Date

    	
       

    	
      7

    
	
      Enhanced Matching Contributions

    	
       

    	
      7

    
	
      Entry Dates

    	
       

    	
      7

    
	
      ERISA

    	
       

    	
      7

    
	
      Excess Aggregate Contributions

    	
       

    	
      7

    
	
      Excess Annual Additions

    	
       

    	
      7

    
	
      Excess Contributions

    	
       

    	
      7

    
	
      Excess Elective Deferrals

    	
       

    	
      7

    
	
      Fiduciary

    	
       

    	
      7

    
	
      Fiscal Year

    	
       

    	
      7

    
	
      Forfeiture

    	
       

    	
      7

    
	
      Fund

    	
       

    	
      7

    
	
      Highest Average Compensation

    	
       

    	
      7

    
	
      Highly Compensated Employee

    	
       

    	
      7

    





 
	 	
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      Hours of Service

    	
       

    	
      8

    
	
      Individual Account

    	
       

    	
      9

    
	
      Investment Fiduciary

    	
       

    	
      9

    
	
      Investment Fund

    	
       

    	
      9

    
	
      Key Employee

    	
       

    	
      9

    
	
      Leased Employee

    	
       

    	
      9

    
	
      Life Expectancy

    	
       

    	
      9

    
	
      Limitation Year

    	
       

    	
      9

    
	
      Master or Prototype Plan

    	
       

    	
      9

    
	
      Matching Contribution

    	
       

    	
      9

    
	
      Maximum Permissible Amount

    	
       

    	
      10

    
	
      Nondeductible Employee Contributions

    	
       

    	
      10

    
	
      Normal Retirement Age

    	
       

    	
      10

    
	
      Owner-Employee

    	
       

    	
      10

    
	
      Participant

    	
       

    	
      10

    
	
      Participant’s Benefit

    	
       

    	
      10

    
	
      Permissive Aggregation Group

    	
       

    	
      10

    
	
      Plan

    	
       

    	
      10

    
	
      Plan Administrator

    	
       

    	
      10

    
	
      Plan Sequence Number

    	
       

    	
      10

    
	
      Plan Year

    	
       

    	
      10

    
	
      Pre-Age 35 Waiver

    	
       

    	
      11

    
	
      Present Value

    	
       

    	
      11

    
	
      Prior Plan

    	
       

    	
      11

    
	
      Projected Annual Benefit

    	
       

    	
      11

    
	
      Prototype Sponsor

    	
       

    	
      11

    
	
      Qualified Domestic Relations Order

    	
       

    	
      11

    
	
      Qualified Election

    	
       

    	
      11

    
	
      Qualified Joint and Survivor Annuity

    	
       

    	
      12

    
	
      Qualified Matching Contributions

    	
       

    	
      12

    
	
      Qualified Nonelective Contributions

    	
       

    	
      12

    
	
      Qualified Preretirement Survivor
        Annuity

    	
       

    	
      12

    
	
      Qualifying Contributing Participant

    	
       

    	
      12

    
	
      Qualifying Participant

    	
       

    	
      12

    
	
      Recipient

    	
       

    	
      12

    
	
      Related Employer

    	
       

    	
      12

    
	
      Related Employer Participation
        Agreement

    	
       

    	
      12

    
	
      Required Aggregation Group

    	
       

    	
      12

    
	
      Required Beginning Date

    	
       

    	
      12

    
	
      Safe Harbor
        Nonelective Contributions

    	
       

    	
      13

    
	
      Self-Employed Individual

    	
       

    	
      13

    
	
      Separate Fund

    	
       

    	
      13

    
	
      Spouse (Surviving Spouse)

    	
       

    	
      13

    
	
      Taxable Wage Base

    	
       

    	
      13

    
	
      Termination of Employment

    	
       

    	
      13

    
	
      Top-Heavy Plan

    	
       

    	
      13

    
	
      Trustee

    	
       

    	
      14

    
	
      Valuation Date

    	
       

    	
      14

    
	
      Vested

    	
       

    	
      14

    
	
      Vested Account Balance

    	
       

    	
      14

    
	
      Year

    	
       

    	
      14

    
	
      Year of Eligibility Service

    	
       

    	
      14

    
	
      Year of Vesting Service

    	
       

    	
      14

    



		 

	
      SECTION ONE: EFFECTIVE DATES

    	
       14

    
	
       

    	
       

    	
       

    
	
      SECTION TWO: ELIGIBILITY REQUIREMENTS

    	
       14

    
	
      2.01

    	
      Eligibility to Participate

    	
      14

    
	
      2.02

    	
      Plan Entry

    	
      15

    
	
      2.03

    	
      Transfer To or From Ineligible Class

    	
      15

    
	
      2.04

    	
      Return as a Participant After Break in Eligibility Service

    	
      15

    
	
      2.05

    	
      Determinations Under This Section 

    	
      15

    
	
      2.06

    	
      Terms of Employment

    	
      15

    
	
       

    	
       

    	
       

    
	
      SECTION THREE: CONTRIBUTIONS

    	
       16

    
	
      3.01

    	
      Employer Contributions

    	
      16

    
	
      3.02

    	
      Certain One-Time Irrevocable Elections

    	
      19

    
	
      3.03

    	
      Rollover Contributions

    	
      19

    
	
      3.04

    	
      Transfer Contributions

    	
      19

    
	
      3.05

    	
      Deductible Employee Contributions

    	
      19

    
	
      3.06

    	
      Elective Deferrals

    	
      19

    
	
      3.07

    	
      Matching Contributions

    	
      21

    





 
	 	
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      3.08

    	
      Nondeductible Employee Contributions

    	
      21

    
	
      3.09

    	
      Qualified Nonelective Contributions

    	
      21

    
	
      3.10

    	
      Qualified Matching Contributions

    	
      21

    
	
      3.11

    	
      Other Limitations on SIMPLE 401(k) Contributions

    	
      22

    
	
      3.12

    	
      Limitation on Allocations

    	
      22

    
	
      3.13

    	
      Actual Deferral Percentage Test (ADP)

    	
      23

    
	
      3.14

    	
      Limits on Nondeductible Employee Contributions and Matching
        Contributions

    	
      25

    
	
      3.15

    	
      Safe Harbor CODA

    	
      26

    
	
       

    	
       

    	
       

    
	
      SECTION FOUR: VESTING AND FORFEITURES

    	
       26

    
	
      4.01

    	
      Distributions to Participant

    	
      26

    
	
      4.02

    	
      100 Percent Vesting on Certain Contributions

    	
      28

    
	
      4.03

    	
      Forfeitures and Vesting of Matching Contributions

    	
      28

    
	
       

    	
       

    	
       

    
	
      SECTION FIVE: DISTRIBUTIONS AND LOANS TO PARTICIPANTS

    	
       29

    
	
      5.01

    	
      Distributions

    	
      29

    
	
      5.02

    	
      Form of Distributions to Participants

    	
      31

    
	
      5.03

    	
      Distributions Upon the Death of Participants

    	
      32

    
	
      5.04

    	
      Form of Distribution to Beneficiaries

    	
      32

    
	
      5.05

    	
      Distribution Requirements

    	
      33

    
	
      5.06

    	
      Annuity Contracts

    	
      35

    
	
      5.07

    	
      Distribution in Kind

    	
      35

    
	
      5.08

    	
      Direct Rollovers of Eligible Rollover Distributions

    	
      35

    
	
      5.09

    	
      Procedure for Missing Participants or Beneficiaries

    	
      35

    
	
      5.10

    	
      Filing a Claim for Plan Distributions

    	
      35

    
	
      5.11

    	
      Denial of a Claim

    	
      35

    
	
      5.12

    	
      Remedies Available

    	
      35

    
	
      5.13

    	
      Joint and Survivor Annuity Requirements

    	
      35

    
	
      5.14

    	
      Liability for Withholding on Distributions

    	
      37

    
	
      5.15

    	
      Distribution of Excess Elective Deferrals

    	
      38

    
	
      5.16

    	
      Distribution of Excess Contributions

    	
      38

    
	
      5.17

    	
      Distribution of Excess Aggregate Contributions

    	
      38

    
	
      5.18

    	
      Recharacterization

    	
      39

    
	
      5.19

    	
      Loans To Participants

    	
      39

    
	
       

    	
       

    	
       

    
	
      SECTION SIX: DEFINITIONS

    	
       40

    
	
       

    	
       

    	
       

    
	
      SECTION SEVEN: MISCELLANEOUS

    	
       40

    
	
      7.01

    	
      The Fund

    	
      40

    
	
      7.02

    	
      Individual Accounts

    	
      40

    
	
      7.03

    	
      Powers and Duties of the Plan Administrator

    	
      41

    
	
      7.04

    	
      Expenses and Compensation

    	
      42

    
	
      7.05

    	
      Information from Employer

    	
      42

    
	
      7.06

    	
      Plan Amendments

    	
      42

    
	
      7.07

    	
      Plan Merger or Consolidation

    	
      43

    
	
      7.08

    	
      Permanency

    	
      43

    
	
      7.09

    	
      Method and Procedure for Termination

    	
      43

    
	
      7.10

    	
      Continuance of Plan by Successor Employer

    	
      43

    
	
      7.11

    	
      Failure of Plan Qualification

    	
      43

    
	
      7.12

    	
      Governing Laws and Provisions

    	
      44

    
	
      7.13

    	
      State Community Property Laws

    	
      44

    
	
      7.14

    	
      Headings

    	
      44

    
	
      7.15

    	
      Gender and Number

    	
      44

    
	
      7.16

    	
      Standard of Fiduciary Conduct

    	
      44

    
	
      7.17

    	
      General Undertaking of all Parties

    	
      44

    
	
      7.18

    	
      Agreement Binds Heirs, Etc.

    	
      44

    
	
      7.19

    	
      Determination of Top-Heavy Status

    	
      44

    
	
      7.20

    	
      Inalienability of benefits

    	
      45

    
	
      7.21

    	
      Bonding

    	
      45

    
	
      7.22

    	
      Investment Authority

    	
      45

    
	
      7.23

    	
      Procedures and Other Matters Regarding Domestic Relations
        Orders

    	
      47

    
	
      7.24

    	
      Indemnification of Prototype Sponsor

    	
      47

    
	
      7.25

    	
      Military Service

    	
      47

    
	
       

    	
       

    	
       

    
	
      SECTION EIGHT: TRUSTEE

    	
       48

    
	
      8.01

    	
      Intentionally Omitted

    	
      48

    
	
      8.02

    	
      Trustee

    	
      48

    
	
      8.03

    	
      Compensation and Expenses

    	
      49

    
	
      8.04

    	
      No Obligation to Question Data 

    	
      49

    
	
      8.05

    	
      Resignation 

    	
      49

    
	
      8.06

    	
      Degree of Care – Limitations of Liability

    	
      49

    
	
      8.07

    	
      Indemnification of Trustee

    	
      50

    




 
	 	
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      8.08

    	
      Miscellaneous

    	
      50

    
	
       

    	
       

    	
       

    
	
      SECTION NINE:
        ADOPTING EMPLOYER SIGNATURE

    	
       50

    




 
	 	
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	QUALIFIED RETIREMENT PLAN AND  TRUST 
Defined
Contribution Basic Plan Document 01



	
      

    




	DEFINITIONS



	The following words and phrases when used in the
Plan with initial capital  letters shall, for the purpose of this Plan, have the meanings
set forth below  unless the context indicates that other meanings are intended.





	ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS



	Means Matching Contributions described in  Section
3.15(B) of the Plan.





	ACTUAL DEFERRAL PERCENTAGE (ADP)



	Means, for a specified group of Participants for  a
Plan Year, the average of the  ratios (calculated separately for each Participant in
such group) of (1) the  amount of Employer Contributions actually paid to the Fund on
behalf of such  Participant for the Plan Year to (2) the Participant’s Compensation
for such  Plan Year (taking into account only that Compensation paid to the Employee
during the portion of the Plan Year he or she was an Eligible Participant,  unless
otherwise indicated in the Adoption Agreement). For purposes of  calculating the ADP,
Employer Contributions on behalf of any Participant shall  include: (1) any Elective
Deferrals made pursuant to the Participant’s salary  deferral election, (including
Excess Elective Deferrals of Highly Compensated  Employees), but excluding (a) Excess
Elective Deferrals of Participants who are  not Highly Compensated Employees that arise
solely from Elective Deferrals made  under the Plan or plans of this Employer and (b)
Elective Deferrals that are  taken into account in the Contribution Percentage test
(provided the ADP test is  satisfied both with and without exclusion of such Elective
Deferrals); and (2)  at the election of the Employer, Qualified Nonelective Contributions
and  Qualified Matching Contributions. For purposes of computing Actual Deferral
Percentages, an Employee who would be a Participant but for the failure to make  Elective
Deferrals shall be treated as a Participant on whose behalf no Elective  Deferrals are
made.





	ADOPTING EMPLOYER



	Means any corporation, sole proprietor or other
entity named on the Adoption  Agreement and any successor who by merger, consolidation,
purchase or otherwise  assumes the obligations of the Plan.





	ADOPTION AGREEMENT



	Means the document executed by the Adopting
Employer through which it adopts the  Plan and trust, and thereby agrees to be bound by
all terms and conditions of  the Plan and Trust.





	ADP TEST SAFE HARBOR CONTRIBUTIONS



	Means any Basic Matching Contributions, Enhanced
Matching Contributions and Safe Harbor Nonelective Contributions.





	AGGREGATE LIMIT



	Means the sum of 1) 125 percent of the greater  of
the ADP of the Participants  who are not Highly Compensated Employees for the  applicable
Plan Year or the ACP  of the Participants who are not Highly Compensated  Employees under
the Plan  subject to Code Section 401(m) for the Plan Year beginning with  or within the
applicable Plan Year of the cash or deferred arrangement; and 2) the  lesser of  200
percent or two plus the lesser of such ADP or ACP. Notwithstanding the  foregoing,
Aggregate Limit shall mean the sum of 1) 125 percent of the lesser of  the ADP  of the
Participants who are not Highly Compensated Employees under the  Plan subject to  Code
Section 401(m) for the Plan Year beginning with or within  the Plan Year of the cash  or
deferred arrangement; and 2) the lesser of 200  percent or two plus the greater of  such
ADP or ACP if it would result in a  larger Aggregate Limit than determined under the
previous sentence. If the  employer has elected in the adoption agreement to use the
Current Year Testing  method, then, in calculating the Aggregate Limit for a particular
Plan Year, the  Non-highly Compensated Employees’ ADP and ACP for that Plan Year,
instead of for  the prior Plan Year, is used.





	ALTERNATE PAYEE



	Means any Spouse, former Spouse, child, or other
dependent of a Participant who  is recognized by a Domestic Relations Order as having a
right to receive all, or  a portion of, the benefits payable under the Plan with respect
to such  Participant.





	ANNUAL ADDITIONS



	Means the sum of the following amounts credited  to
a Participant for the  Limitation Year:





	 a. 	 Employer
Contributions,




	 b. 	 Nondeductible
Employee Contributions,




	 c. 	 Forfeitures,




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





	 e. 	 amounts
allocated under a simplified employee pension plan,




	 f. 	 Excess
Contributions (including amounts recharacterized), and




	 g. 	 Excess
Aggregate Contributions.




	  	For
this purpose, any Excess Annual Additions applied under Section  3.12(A)(4) or
3.12(B)(1)(f) of the Plan in the Limitation Year to reduce  Employer Contributions will
be considered Annual Additions for such  Limitation Year.




	ANNUITY STARTING DATE



	Means the first day of the first period for  which
an amount is paid as an  annuity or any other form.






 
	 	
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	APPLICABLE LIFE EXPECTANCY



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





	AVERAGE CONTRIBUTION PERCENTAGE (ACP)



	Means the average of the Contribution Percentages
of the Eligible Participants  in a group of either Highly Compensated Employees or
Employees who are not  Highly Compensated Employees.





	BASIC MATCHING CONTRIBUTIONS



	Means Matching Contributions made pursuant to the
formula described in Section  3.15(A) of the Plan.





	BASIC PLAN DOCUMENT



	Means this prototype Plan and trust document.





	BENEFICIARY



	Means the individual(s) or entity(ies) designated
pursuant to Section 5.03(A) of  the Plan.





	BREAK IN ELIGIBILITY SERVICE



	Means a 12 consecutive month period which coincides
with an Eligibility  Computation Period during which an Employee fails to complete more
than 500  Hours of Service (or such lesser number of Hours of Service specified in the
Adoption Agreement for this purpose).





	BREAK IN VESTING SERVICE



	Means a Plan Year (or other vesting computation
period described in the  definition of Year of Vesting Service) during which an Employee
fails to  complete more than 500 Hours of Service (or such lesser number of Hours of
Service specified in the Adoption Agreement for this purpose).





	CODE



	Means the Internal Revenue Code of 1986 as amended
from time-to-time.





	COMPENSATION




	A. 	 General
Definition



	  	The
following definition of Compensation shall apply.




	  	As
elected by the Adopting Employer in the Adoption Agreement (and if no  election is made,
W-2 wages will be deemed to have been selected),  Compensation shall mean one of the
following:




		1. 	 W-2
wages. Compensation is defined as information required to be  reported under Sections
6041 and 6051, and 6052 of the Code (wages,  tips and other compensation as reported on
Form W-2). Compensation is  defined as wages within the meaning of Section 3401(a) of the
Code and  all other payments of compensation to an Employee by the Employer (in  the
course of the Employer’s trade or business) for which the Employer  is required to
furnish the Employee a written statement under Sections  6041(d) and 6051(a)(3), and 6052
of the Code. Compensation must be  determined without regard to any rules under Section
3401(a) that limit  the remuneration included in wages based on the nature or location of
the employment or the services performed (such as the exception for  agricultural labor
in Section 3401(a)(2) of the Code).




		2. 	 Section
3401(a) wages. Compensation is defined as wages within the  meaning of Section 3401(a) of
the Code, 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  location of the employment or the services performed (such as the  exception
for agricultural labor in Section 3401(a)(2) of the Code).




		3. 	 415
safe-harbor compensation. Compensation is defined as wages,  salaries, and fees for
professional services and other amounts received  (without regard to whether or not an
amount is paid in cash) 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 to
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 Section  1.62-2(c)
of the Treasury Regulations), and excluding the following:




			a. 	 Employer
contributions to a plan of deferred compensation which  are not includible in the Employee’s
gross income for the taxable  year in which contributed, or employer contributions under
a  simplified employee pension plan to the extent such contributions  are deductible by
the Employee, or any distributions from a plan  of deferred compensation;




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




			c. 	 Amounts
realized from the sale, exchange or other disposition of  stock acquired under a
qualified stock option; and




			d. 	 Other
amounts which received special tax benefits, or  contributions made by the Employer
(whether or not under a salary  reduction agreement) towards the purchase of an annuity
contract  described in Section 403(b) of the Code (whether or not the  contributions are
actually excludable from the gross income of the  Employee).




	 		 	For
any Self-Employed Individual covered under the Plan,  Compensation will mean Earned
Income.




 
	 	
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	B. 	 Determination
Period And Other Rules



	  	Unless
otherwise indicated in the Adoption  Agreement, where an Employee  becomes an eligible
Participant on any date subsequent to  the first day of  the applicable Determination
Period, Compensation shall include only  that  Compensation paid to the Employee during
the portion of the Determination  Period  he or she was an eligible Participant, unless
otherwise required by  either the Code or  ERISA.




	  	Unless
otherwise indicated in the Adoption  Agreement, Compensation shall  include any amount
which is contributed by the Employer  pursuant to a  salary reduction agreement and which
is not includible in the gross income  of the Employee under Sections 125, 402(e)(3),
402(h)(1)(B) or 403(b) of  the Code. For  Plan Years beginning on or after January 1,
2001, except as  otherwise provided in the  Adoption Agreement, Compensation shall also
include elective amounts that are not  includible in the gross income of the  Employee by
reason of Section 132(f)(4) of the  Code.




	  	Except
as otherwise provided in this Plan (e.g., in  situations involving  continued coverage of
disabled Participants), Compensation received  by an  Employee during a Determination
Period in which the Employee does not  perform  services for the Employer will be
disregarded.




	  	For
purposes of applying the limitations of Section  3.12 of the Plan,  Compensation for a
Limitation Year is the Compensation actually paid  or  made available in gross income
during such Limitation Year. Notwithstanding  the  preceding sentence, compensation for a
participant in a defined  contribution plan who is  permanently and totally disabled (as
defined in  Section 22(e)(3) of the Code) is the  compensation such Participant would
have received for the Limitation Year if the  Participant had been paid at  the rate of
Compensation paid immediately before becoming  permanently and  totally disabled; for
Limitation Years beginning before January 1, 1997,  but not for Limitation Years
beginning after December 31, 1996, such  imputed  compensation for the disabled
Participant may be taken into account  only if the  Participant is not a Highly
Compensated Employee (as defined in  the Definition section  of the Basic Plan Document)
and contributions made  on behalf of such Participant are  nonforfeitable when made.




	  	For
Limitation Years beginning after December 31,  1997, for purposes of  applying the
limitations of Section 3.12 of the Plan Compensation  paid or  made available during such
Limitation Year shall include any elective  deferral  (as defined in Section 402(g)(3) of
the Code), and any amount  which is contributed or  deferred by the Employer at the
election of the  Employee and which is not includible in  the gross income of the
Employee by  reason of Section 125 or 457 of the Code.




	  	For
Limitation Years beginning on or after January  1, 2001, for purposes of  applying the
limitations under Section 3.12 of the Plan,  Compensation paid  or made available during
such Limitation Years shall include elective  amounts that are not includible in the
gross income of the Employee by  reason of Section  132(f)(4) of the Code.





	C. 	 Limits
On Compensation



	  	For
Plan Years beginning on or after January 1,  1989, and before January 1,  1994, the
annual Compensation of each Participant taken into  account for  determining all benefits
provided under the Plan for any Plan Year shall  not exceed $200,000. This limitation
shall be adjusted by the Secretary at  the same time  and in the same manner as under
Section 415(d) of the Code,  except that the dollar  increase in effect on January 1 of
any calendar year  is effective for Plan Years  beginning in such calendar year and the
first  adjustment to the $200,000 limitation is  effective on January 1, 1990. For  Plan
Years beginning on or after January 1, 1994, the  annual Compensation  of each
Participant taken into account for determining all benefits  provided under the Plan for
any Plan Year shall not exceed $150,000, as  adjusted for  increases in the
cost-of-living in accordance with Section  401(a)(17)(B) of the Code.  The cost-of-living
adjustment in effect for a  calendar year applies to any Determination  Period beginning
in such  calendar year.




	  	If
a Determination Period consists of fewer than 12  months, the annual  Compensation limit
is an amount equal to the otherwise applicable  annual  Compensation limit multiplied by
a fraction, the numerator of which is the  number of months in the short Determination
Period, and the denominator of  which is 12.




	  	If
Compensation for any prior Determination Period  is taken into account in  determining an
Employee’s allocations or benefits for the  current  Determination Period, the
Compensation for such prior Determination Period  is  subject to the applicable annual
Compensation limit in effect for that  prior period. For  this purpose, in determining
allocations in Plan Years  beginning on or after January 1,  1989, the annual
Compensation limit in  effect for Determination Periods beginning before  that date is
$200,000. In  addition, in determining allocations in Plan Years beginning  on or after
January 1, 1994, the annual Compensation limit in effect for Determination  Periods
beginning before that date is $150,000.





	D. 	 SIMPLE
401(k) Rules



	  	Notwithstanding
anything in this Plan to the  contrary, if an Eligible  Employer has established a SIMPLE
401(k) plan, Compensation  means, for  purposes of the definition of Eligible Employer
and for purposes of  Sections  3.06(F)and 3.07 of the Plan, the sum of the wages, tips,
and other  compensation from the  Employer subject to federal income tax withholding  (as
described  in Section 6051(a)(3)  of the Code) and the Employee’s  Elective Deferral
contributions made under this or  any other 401(k) plan,  and, if applicable, elective
deferrals under a Section 408(p)  SIMPLE IRA  plan, a SARSEP plan, or a Section 403(b)
annuity contract and compensation  deferred under a Section 457 plan, required to be
reported by the Employer  on Form W-2  (as described in Section 6051(a)(8) of the Code).
For  Self-Employed Individuals,  Compensation means net earnings from  self-employment
determined under Section 1402(a) of  the Code prior to  subtracting any contributions
made under this Plan on behalf of the  individual. The provisions of the Plan
implementing the limit on  Compensation under  Section 401(a)(17) of the Code apply to
the Compensation  under Sections 3.06(F) and 3.07  of the Plan.





	E. 	 Safe
Harbor CODA Rules



	  	Notwithstanding
anything in this Plan to the contrary if an Adopting  Employer has elected in the
Adoption Agreement to apply the safe harbor  CODA provisions to this Plan, Compensation
means Compensation as defined in  this Definitions Section of the Plan, except, for
purposes of Section 3.15,  no dollar limit, other than the limit imposed by Section
401(a)(17) of the  Code, applies to the Compensation of a non-Highly Compensated
Employee.  However, solely for purposes of determining the Compensation subject to a
Participant’s salary reduction agreement, the Employer may use an  alternative
definition to the one described in the preceding sentence,  provided such alternative
definition is a reasonable definition within the  meaning of Section 1.414(s)-1(d)(2) of
the Income Tax Regulations and  permits each Participant to elect sufficient Elective
Deferrals to receive  the maximum amount of Matching Contributions (determined using the
definition of Compensation described in the preceding sentence) available  to the
Participant under the Plan.





	CONTRIBUTING PARTICIPANT



	Means a Participant who has enrolled as a
Contributing Participant pursuant to  either Section 3.06 of the Plan or Section 3.08 of
the Plan and on whose behalf  the Employer is contributing Elective Deferrals to the Plan
(or is making  Nondeductible Employee Contributions).





 
	 	
3	 


 

 











	CONTRIBUTION PERCENTAGE



	Means the ratio (expressed as a percentage) of the
Participant’s Contribution  Percentage Amounts to the Participant’s
Compensation for the Plan Year (taking  into account only the Compensation paid to the
Employee during the portion of  the Plan Year he or she was an Eligible Participant,
unless otherwise indicated  in the Adoption Agreement).





	CONTRIBUTION PERCENTAGE AMOUNTS



	Means the sum of the Nondeductible Employee
Contributions, Matching  Contributions and Qualified Matching Contributions (to the
extent not taken into  account for purposes of the ADP test) made under the Plan on
behalf of the  Participant for the Plan Year. Such Contribution Percentage Amounts shall
not  include Matching Contributions that are forfeited either to correct Excess
Aggregate Contributions or because the contributions to which they relate are  Excess
Deferrals, Excess Contributions, Excess Aggregate Contributions or Excess  Annual
Additions which are distributed pursuant to Section 3.12(A)(4)(c) of the  Plan.




	The Employer may elect to use either Qualified
Nonelective Contributions or  Elective Deferrals, or both, in the Contribution Percentage
Amounts. Elective  Deferrals may only be included in the Contribution Percentage Amounts
if the  Plan passes the ADP test both prior to and following the exclusion of such
Elective Deferrals.





	DEDUCTIBLE EMPLOYEE CONTRIBUTIONS



	Means any qualified voluntary employee
contributions (as defined in Section  219(e)(2) of the Code made after December 31, 1981,
in a taxable year beginning  after such date and made for a taxable year beginning before
January 1, 1987,  and allowable as a deduction under Section 219(a) of the Code for such
taxable  year.





	DEFINED BENEFIT FRACTION



	Means a fraction, the numerator of which is the sum
of the Participant’s  Projected Annual Benefits under all the defined benefit plans
(whether or not  terminated) maintained by the Employer, and the denominator of which is
the  lesser of 125 percent of the dollar limitation determined for the Limitation  Year
under Section 415(b) and (d) of the Code or 140 percent of the Highest  Average
Compensation, including any adjustments under Section 415(b) of the  Code.




	Notwithstanding the above, if the Participant was a
Participant as of the first  day of the first Limitation Year beginning after December
31, 1986, in one or  more defined benefit plans maintained by the Employer which were in
existence on  May 6, 1986, the denominator of this fraction will not be less than 125
percent  of the sum of the annual benefits under such plans which the Participant had
accrued as of the close of the last Limitation Year beginning before January 1,  1987,
disregarding any changes in the terms and conditions of the plan after May  5, 1986. The
preceding sentence applies only if the defined benefit plans  individually, and in the
aggregate, satisfied the requirements of Section 415 of  the Code for all Limitation
Years beginning before January 1, 1987.





	DEFINED CONTRIBUTION DOLLAR LIMITATION



	Means $30,000, as adjusted under Section 415(d) of
the Code.





	DEFINED CONTRIBUTION FRACTION



	Means a fraction, the numerator of which is the sum
of the Annual Additions to  the Participant’s account under all the defined
contribution plans (whether or  not terminated) maintained by the Employer for the
current and all prior  Limitation Years (including the Annual Additions attributable to
the  Participant’s Nondeductible Employee Contributions to all defined benefit
plans,  whether or not terminated, maintained by the Employer, and the Annual Additions
attributable to all welfare benefit funds, as defined in Section 419(e) of the  Code,
individual medical accounts, and simplified employee pension plans,  maintained by the
Employer), and the denominator of which is the sum of the  maximum aggregate amounts for
the current and all prior Limitation Years of  service with the Employer (regardless of
whether a defined contribution plan was  maintained by the Employer). The maximum
aggregate amount in any Limitation Year  is the lesser of 125 percent of the dollar
limitation determined under Sections  415(b) and (d) of the Code in effect under Section
415(c)(1)(A) of the Code or  35 percent of the Participant’s Compensation for such
year.




	If the Employee was a Participant as of the end of
the first day of the first  Limitation Year beginning after December 31, 1986, in one or
more defined  contribution plans maintained by the Employer which were in existence on
May 6,  1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under the  terms of
this Plan. Under the adjustment, an amount equal to the product of (1)  the excess of the
sum of the fractions over 1.0 times (2) the denominator of  this fraction, will be
permanently subtracted from the numerator of this  fraction. The adjustment is calculated
using the fractions as they would be  computed as of the end of the last Limitation Year
beginning before January 1,  1987, and disregarding any changes in the terms and
conditions of the Plan made  after May 5, 1986, but using the Section 415 limitation
applicable to the first  Limitation Year beginning on or after January 1, 1987.




	The Annual Addition for any Limitation Year
beginning before January 1, 1987,  shall not be recomputed to treat all Nondeductible
Employee Contributions as  Annual Additions.





	DETERMINATION DATE



	Means for any Plan Year subsequent to the first
Plan Year, the last day of the  preceding Plan Year. For the first Plan Year of the Plan,
Determination Date  means the last day of that year.





	DETERMINATION PERIOD



	Means, except as provided elsewhere in this Plan,
the Plan Year unless the  Adopting Employer has selected another period in the Adoption
Agreement.





	DIRECT ROLLOVER



	Means a payment by the Plan to the Eligible
Retirement Plan specified by the  Recipient (or, if necessary pursuant to Section 5.02(A)
of the Plan, an  individual retirement account (IRA) under either Section 408(a) or
Section  408(b) of the Code, selected by the Plan Administrator).





	DIRECTED TRUSTEE



	Means a Trustee that is designated as a Directed
Trustee on the Adoption  Agreement. A Directed Trustee shall be responsible for investing
the Fund and  performing the responsibilities set forth in Section Eight of the Plan in
accordance with specific instructions provided by the Adopting Employer or Plan
Administrator (or Participant or Beneficiary if applicable).





 
	 	
4	 


 

 











	DISABILITY



	Unless the Adopting Employer has elected a
different definition in the Adoption  Agreement, Disability means the inability to engage
in any substantial, gainful  activity by reason of any medically determinable physical or
mental impairment  that can be expected to result in death or which has lasted or can be
expected  to last for a continuous period of not less than 12 months. The permanence and
degree of such impairment shall be supported by medical evidence.





	DISCRETIONARY TRUSTEE



	Means a Trustee which is designated as a
Discretionary Trustee on the Adoption  Agreement and enters into an agreement with the
Adopting Employer whereby the  Trustee and not the Adopting Employer will select the
appropriate investments  for the Fund in accordance with the Plan’s funding policy
statement or will  perform such other tasks identified in such agreement between the
Trustee and  Adopting Employer.





	DISTRIBUTION CALENDAR YEAR



	Means a calendar year for which a minimum
distribution is required. For  distributions beginning before the Participant’s
death, the first Distribution  Calendar Year is the calendar year immediately preceding
the calendar year which  contains the Participant’s Required Beginning Date. For
distributions beginning  after the Participant’s death, the first Distribution
Calendar Year is the  calendar year in which distributions are required to begin pursuant
to Section  5.05(E) of the Plan.





	DOMESTIC RELATIONS ORDER



	Means any judgment, decree or order (including
approval of a property settlement  agreement) that:





	a. 	 relates
to the provision of child support, alimony payments, or marital  property rights to a
spouse, former spouse, child, or other dependent of a  Participant, and




	b. 	 is
made pursuant to state domestic relations law (including a community  property law).




	EARLIEST RETIREMENT AGE



	Means, for purposes of the Qualified Joint and
Survivor Annuity provisions of  the Plan, the earliest date on which, under the Plan, the
Participant could  elect to receive retirement benefits.





	EARLY RETIREMENT AGE



	Means the age specified in the Adoption Agreement.
The Plan will not have an  Early Retirement Age if none is specified in the Adoption
Agreement.





	EARNED INCOME



	Means the net earnings from self-employment in the
trade or business with  respect to which the Plan is established, for which personal
services of the  individual are a material income-producing factor. Net earnings will be
determined without regard to items not included in gross income and the  deductions
allocable to such items. Net earnings are reduced by contributions by  the Employer to a
qualified plan to the extent deductible under Section 404 of  the Code.




	Net earnings shall be determined with regard to the
deduction allowed to the  Employer by Section 164(f) of the Code for taxable years
beginning after  December 31, 1989.





	EFFECTIVE DATE



	Means the date the Plan becomes effective as
indicated in the Adoption  Agreement. Notwithstanding the foregoing, unless otherwise
provided in this  Basic Plan Document, the Effective Date of Plan provisions attributable
to the  Uruguay Round Agreements Act of 1994 (GATT), the Uniform Services Employment and
Reemployment Rights Act of 1994 (USERRA), the Small Business Job Protection Act  of 1996
(SBJPA), the Taxpayer Relief Act of 1997 (TRA-97) and the Tax Technical  Corrections Act
of 1998 (TTCA-98) shall be the later of the first day of the  Employer’s 1997 Plan
Year or the original Effective Date of the Plan.





	ELECTION PERIOD



	Means the period which begins on the first day of
the Plan Year in which the  Participant attains age 35 and ends on the date of the
Participant’s death. If a  Participant separates from service prior to the first day
of the Plan Year in  which age 35 is attained, with respect to the account balance as of
the date of  separation, the Election Period shall begin on the date of separation.





	ELECTIVE DEFERRALS



	Means any Employer Contributions made to the Plan
at the election of the  Participant, in lieu of cash compensation, and shall include
contributions made  pursuant to a salary reduction agreement or other deferral mechanism.
With  respect to any taxable year, a Participant’s Elective Deferral is the sum of
all  Employer contributions made on behalf of such Participant pursuant to an  election
to defer under any qualified cash or deferred arrangement as described  in Section 401(k)
of the Code, any simplified employee pension plan cash or  deferred arrangement as
described in Section 402(h)(1)(B) of the Code, any  SIMPLE IRA Plan described in Section
408(p) of the Code, any eligible deferred  compensation plan under Section 457 of the
Code, any plan as described under  Section 501(c)(18) of the Code, any Employer
contributions made on the behalf of  a Participant for the purchase of an annuity
contract under Section 403(b) of  the Code pursuant to a salary reduction agreement and
any elective Employer  contribution under Section 408(p)(2)(A)(i) of the Code. Elective
Deferrals shall  not include any deferrals properly distributed as Excess Annual
Additions.




	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 at the beginning of such taxable year.





	ELIGIBLE EMPLOYEE



	Means, if the Employer has adopted a SIMPLE 401(k)
Plan, any Employee who is  entitled to make Elective Deferrals under the terms of the
Plan. Notwithstanding  the foregoing, if the Employer has elected to apply the safe
harbor CODA  provisions of Section 3.15 of the Plan, means an Employee eligible to make
Elective Deferrals under the Plan for any part of the Plan Year or who would be  eligible
to make Elective Deferrals but for a suspension due to a hardship  distribution described
in Section 5.01(A)(6) of the Plan or to statutory  limitations, such as Sections 402(g)
and 415 of the Code.





	ELIGIBLE EMPLOYER



	Means, with respect to any Year, an Employer that
had no more than 100 Employees  who received at least $5,000 of Compensation from the
Employer for the preceding  Year and is therefore eligible to establish a SIMPLE 401(k)
Plan. In applying  the preceding sentence, all Employees of controlled groups of
corporations under  Section 414(b) of the Code, all Employees of trades or businesses
(whether  incorporated or not) under common control under Section 





 
	 	
5	 


 

 











	414(c) of the Code, all  Employees of affiliated
service groups under Section 414(m) of the Code, and  Leased  Employees required to be
treated as the Employer’s Employees under  Section 414(n)  of the Code, are taken
into account.




	An Eligible Employer that adopts a SIMPLE 401(k)
and that fails to be an  Eligible Employer for any subsequent Year, is treated as an
Eligible Employer  for the two Years following the last Year the Employer was an Eligible
Employer.  If the failure is due to any acquisition, disposition, or similar transaction
involving an Eligible Employer, the preceding sentence applies only if the  provisions of
Section 410(b)(6)(C)(i) of the Code are satisfied.





	ELIGIBLE PARTICIPANT



	Means any Employee who is eligible to make a
Nondeductible Employee Contribution  or an Elective Deferral, or to receive a Matching
Contribution (including  Forfeitures thereof) or a Qualified Matching Contribution.




	If a Nondeductible Employee Contribution is
required as a condition of  participation in the Plan, any Employee who would be a
Participant in the Plan  if such Employee made such a contribution shall be treated as an
Eligible  Participant on behalf of whom no Nondeductible Employee Contributions are made.





	ELIGIBLE RETIREMENT PLAN



	Means an individual retirement account described in
Section 408(a) of the Code,  an individual retirement annuity described in Section 408(b)
of the Code, an  annuity plan described in Section 403(a) of the Code, or a qualified
trust  described in Section 401(a) of the Code, that accepts the Recipient’s
Eligible  Rollover Distribution. However, in the case of an Eligible Rollover
Distribution  to the surviving Spouse, an Eligible Retirement Plan is an individual
retirement  account or individual retirement annuity.





	ELIGIBLE ROLLOVER DISTRIBUTION



	Means any distribution of all or any portion of the
balance to the credit of the  Recipient, except that an Eligible Rollover Distribution
does not include





	a. 	 any
distribution that is one of a series of substantially equal periodic  payments (not less
frequently than annually) made for the life (or Life  Expectancy) of the Recipient or the
joint lives (or joint life  expectancies) of the Recipient and the Recipient’s
designated Beneficiary,  or for a specified period of ten years or more;




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




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




	d. 	 any
hardship distribution described in Section 5.01(A)(6) of the Plan received after December
31, 1998; and




	e. 	 any
other distribution(s) that is reasonably expected to total less than  $200 during a year.




	ELIGIBILITY COMPUTATION PERIOD



	Means, with respect to an Employee’s initial
Eligibility Computation Period, the  12 consecutive month period commencing on the
Employee’s Employment Commencement  Date. Unless otherwise specified in the Adoption
Agreement, the Employee’s  subsequent Eligibility Computation Periods shall be the
12 consecutive month  periods commencing on the anniversaries of his or her Employment
Commencement  Date. An Employee is not credited with a Year of Eligibility Service before
the  end of the 12 consecutive month period regardless of when during such period the
Employee completes the required number of Hours of Service.





	EMPLOYEE



	Means any person employed by an Employer
maintaining the Plan or of any other  employer required to be aggregated with such
Employer under Sections 414(b),  (c), (m) or (o) of the Code.




	The term Employee shall also include any Leased
Employee deemed to be an  Employee of any Employer described in the previous paragraph as
provided in  Sections 414(n) or (o) of the Code.





	EMPLOYER



	Means the Adopting Employer, and, unless otherwise
provided in the Adoption  Agreement, all members of a controlled group of corporations
(as defined in  Section 414(b) of the Code as modified by Section 415(h) of the Code),
all  commonly controlled trades or businesses (as defined in Section 414(c) of the  Code
as modified by Section 415(h) of the Code) or affiliated service groups (as  defined in
Section 414(m) of the Code) of which the adopting Employer is a part,  and any other
entity required to be aggregated with the Employer pursuant to  regulations under Section
414(o) of the Code. A partnership is considered to be  the Employer of each of the
partners and a sole-proprietorship is considered to  be the Employer of a sole proprietor.





	EMPLOYER CONTRIBUTION



	Means the amount contributed by the Employer each
year as determined under this  Plan. The term Employer Contribution shall include
Elective Deferrals made to  the Plan unless such contributions are intended to be
excluded for purposes of  any act under the Code, ERISA or any additional rules,
regulations or other  pronouncements promulgated by either the Internal Revenue Service
(IRS) or the  Department of Labor.





	EMPLOYER MONEY PURCHASE PENSION CONTRIBUTION



	Means an Employer Contribution made pursuant to the
section of the Adoption  Agreement titled, “Employer Money Purchase Pension
Contributions.” The Employer  must make Employer Money Purchase Pension
Contributions without regard to  current or accumulated earnings or profits.





	EMPLOYER TARGET BENEFIT PENSION CONTRIBUTION



	Means an Employer Contribution made pursuant to the
section of the Adoption  Agreement titled, “Employer Target Benefit Pension
Contributions.” The Employer  must make Employer Target Benefit Pension
Contributions without regard to  current or accumulated earnings or profits.





	EMPLOYER PROFIT SHARING CONTRIBUTION



	Means an Employer Contribution made pursuant to the
section of the Adoption  Agreement titled, “Employer Profit Sharing Contributions.” The
Employer may make  Employer Profit Sharing Contributions without regard to current or
accumulated  earnings or profits.





 
	 	
6	 


 

 











	EMPLOYMENT COMMENCEMENT DATE



	Means, with respect to an Employee, the date such
Employee first performs an  Hour of Service for the Employer.





	ENHANCED MATCHING CONTRIBUTIONS



	Means Matching Contributions described in Section
401(k)(12)(B)(iii) of the Code  and made pursuant to the formula elected by the Employer
in the Adoption  Agreement.





	ENTRY DATES



	Means the first day of the Plan Year and the first
day of the seventh month of  the Plan Year, unless the Adopting Employer has specified
different dates in the  Adoption Agreement.





	ERISA



	Means the Employee Retirement Income Security Act
of 1974 as amended from  time-to-time.





	EXCESS AGGREGATE CONTRIBUTIONS



	Means, with respect to any Plan Year, the excess of





	a. 	 the
aggregate Contribution Percentage Amounts taken into account in  computing the numerator
of the Contribution Percentage actually made on  behalf of Highly Compensated Employees
for such Plan Year, over




	b. 	 the
maximum Contribution Percentage Amounts permitted by the ACP test  (determined by
hypothetically reducing contributions made on behalf of  Highly Compensated Employees in
order of their Contribution Percentages  beginning with the highest of such percentages).




	Such determination shall be made after first
determining Excess Elective  Deferrals pursuant to the definition provided herein and
then determining Excess  Contributions pursuant to the definition provided herein.




	EXCESS ANNUAL ADDITIONS



	Means the excess of the Participant’s Annual
Additions for the Limitation Year  over the Maximum Permissible Amount.





	EXCESS CONTRIBUTIONS



	Means, with respect to any Plan Year, the excess of





	a. 	 the
aggregate amount of Employer Contributions actually taken into account  in computing the
ADP of Highly Compensated Employees for such Plan Year,  over




	b. 	 the
maximum amount of such contributions permitted by the ADP test  (determined by
hypothetically reducing contributions made on behalf of  Highly Compensated Employees in
order of the ADPs, beginning with the  highest of such percentages).




	EXCESS ELECTIVE DEFERRALS



	Means those Elective Deferrals that are includible
in a Participant’s gross  income under Section 402(g) of the Code to the extent such
Participant’s  Elective Deferrals for a taxable year exceed the dollar limitation
under such  Code section. Excess Elective Deferrals shall be treated as Annual Additions
under the Plan, unless such amounts are distributed no later than the first  April 15
following the close of the Participant’s taxable year.





	FIDUCIARY



	Means a person who exercises any discretionary
authority or control respecting  management of the Plan, renders investment advice as
defined in Section 3(21) of  ERISA or has any discretionary authority or responsibility
regarding the  administration of the Plan. The Employer and such other individuals either
appointed by the Employer or deemed to be fiduciaries as a result of their  actions shall
serve as Fiduciaries under this Plan and fulfill the fiduciary  responsibilities
described in Part 4, Title I of ERISA.





	FISCAL YEAR



	Means the 12-month period coinciding with the
Adopting Employer’s tax year.





	FORFEITURE



	Means that portion of a Participant’s
Individual Account derived from Employer  Contributions which he or she is not entitled
to receive (i.e., the nonvested  portion).





	FUND



	Means the Plan assets held by the Trustee for the
Participants’ exclusive  benefit.





	HIGHEST AVERAGE COMPENSATION



	Means the average compensation for the three
consecutive years of service with  the Employer that produces the highest average.





	HIGHLY COMPENSATED EMPLOYEE



	Means, effective for years beginning after December
31, 1996, any Employee who  1) was a five-percent owner at any time during the year or
the preceding year,  or 2) for the preceding year had Compensation from the Employer in
excess of  $80,000 and, if elected by the Adopting Employer in the Adoption Agreement,
was  in the top-paid group for the preceding year. The $80,000 amount is adjusted at  the
same time and in the same manner as under Section 415(d) of the Code, except  that the
base period is the calendar quarter ending September 30, 1996.




	For this purpose the applicable year of the Plan
for which a determination is  being made is called a determination year and the preceding
12-month period is  called a look-back year. Unless otherwise elected by the Adopting
Employer in  the Adoption Agreement, however, the Employer shall be deemed to have made a
calendar year data election. If a calendar year data election is made or is  deemed to be
made, the look-back year shall be the calendar year ending within  the Plan Year for
purposes of determining who is a Highly Compensated Employee  (other than as a
five-percent owner).





 
	 	
7	 


 

 











	A highly compensated former employee is based on
the rules applicable to  determining Highly Compensated Employee status as in effect for
that  determination year, in accordance with Section 1.414(q)-1T, A-4 of the Treasury
Regulations, Notice 97-45 and any subsequent guidance issued by the IRS.




	In determining whether a Participant is a Highly
Compensated Employee for years  beginning in 1997, the definition of Highly Compensated
Employee provided herein  shall be deemed to have been in effect for years beginning in
1996.




	The determination of who is a Highly Compensated
Employee, including, but not  limited to, the determinations of the number and identity
of Employees in the  top-paid group and the Compensation that is considered, will be made
in  accordance with Section 414(q) of the Code and the regulations thereunder.





	HOURS OF SERVICE - Means




	A. 	 General
Rules For Crediting Hours of Service




		1. 	 Each
hour for which an Employee is paid, or entitled to payment, for  the performance of
duties for the Employer. These hours will be  credited to the Employee for the
computation period in which the duties  are performed; and




		2. 	 Each
hour for which an Employee is paid, or entitled to payment, by the  Employer on account
of a period of time during which no duties are  performed (irrespective of whether the
employment relationship has  terminated) due to vacation, holiday, illness, incapacity
(including  disability), layoff, jury duty, military duty or leave of absence. No  more
than 501 Hours of Service will be credited under this paragraph  for any single
continuous period (whether or not such period occurs in  a single computation period).
Hours under this paragraph shall be  calculated and credited pursuant to Section
2530.200b-2 of the Labor  Regulations which is incorporated herein by this reference; and




		3. 	 Each
hour for which back pay, irrespective of mitigation of damages, is  either awarded or
agreed to by the Employer. The same Hours of Service  will not be credited both under
paragraph (1) or paragraph (2), as the  case may be, and under this paragraph (3). These
hours will be credited  to the Employee for the computation period or periods to which
the  award or agreement pertains rather than the computation period in which  the award,
agreement, or payment is made.




		4. 	 Solely
for purposes of determining whether a Break in Eligibility  Service or a Break in Vesting
Service has occurred in a computation  period (the computation period for purposes of
determining whether a  Break in Vesting Service has occurred is the Plan Year or other
vesting  computation period described in the definition of a Year of Vesting  Service),
an individual who is absent from work for maternity or  paternity reasons shall receive
credit for the Hours of Service which  would otherwise have been credited to such
individual but for such  absence, or in any case in which such hours cannot be
determined, eight  Hours of Service per day of such absence. For purposes of this
paragraph, an absence from work for maternity or paternity reasons  means an absence 1)
by reason of the pregnancy of the individual, 2) by  reason of a birth of a child of the
individual, 3) by reason of the  placement of a child with the individual in connection
with the  adoption of such child by such individual, or 4) for purposes of caring  for
such child for a period beginning immediately following such birth  or placement. The
Hours of Service credited under this paragraph shall  be credited 1) in the Eligibility
Computation Period or Plan Year or  other vesting computation period described in the
definition of a Year  of Service in which the absence begins if the crediting is
necessary to  prevent a Break in Eligibility Service or a Break in Vesting Service in
the applicable period, or 2) in all other cases, in the following  Eligibility
Computation Period or Plan Year or other vesting  computation period described in the
definition of a Year of Service.




		5. 	 Hours
of Service will be credited for employment with other members of  an affiliated service
group (under Section 414(m) of the Code), a  controlled group of corporations (under
Section 414(b) of the Code), or  a group of trades or businesses under common control
(under Section  414(c) of the Code) of which the Adopting Employer is a member, and any
other entity required to be aggregated with the Employer pursuant to  Section 414(o) of
the Code and the regulations thereunder.




	 	 	Hours
of  Service will also be credited for any individual considered an  Employee for purposes
of  this Plan under Sections 414(n) or 414(o) of  the Code and the regulations thereunder.




		6. 	 Where
the Employer maintains the plan of a predecessor employer,  service for such predecessor
employer shall be treated as service for  the Employer.




		7. 	 The
above method for determining Hours of Service may be altered as  specified in the
Adoption Agreement.




	B. 	Special
Rules Where Elapsed Time Method is Being Used



	  	This
paragraph (B) shall apply where the Adopting Employer has indicated in  the Adoption
Agreement that the elapsed time method of determining service  will be used. When this
paragraph applies, the definitions of break in  service and hour of service in this
paragraph will replace the definitions  of Break in Eligibility Service, Break in Vesting
Service and Hours of  Service found in the Definitions Section of the Plan.




	  	For
purposes of determining an Employee’s initial or continued eligibility  to
participate in the Plan or the Vested interest in the Participant’s  Individual
Account balance derived from Employer Contributions, (except for  periods of service
which may be disregarded on account of the “rule of  parity” described in the
definition of a Year of Vesting Service and in  Section 2.04 of the Plan) an Employee
will receive credit for the aggregate  of all time period(s) commencing with the Employee’s
first day of  employment or reemployment and ending on the date a break in service
begins. The first day of employment or reemployment is the first day the  Employee
performs an Hour of Service. An Employee will also receive credit  for any period of
severance of less than 12 consecutive months. Fractional  periods of a year will be
expressed in terms of months or days.




	  	For
purposes of this paragraph (B), hour of service will mean each hour for  which an
Employee is paid or entitled to payment for the performance of  duties for the Employer.
Break in service is a period of severance of at  least 12 consecutive months. Period of
severance is a continuous period of  time during which the Employee is not employed by
the Employer. Such period  begins on the date the Employee retires, quits or is
discharged, or if  earlier, the 12 month anniversary of the date on which the Employee
was  otherwise first absent from service.




	  	In
the case of an individual who is absent from work for maternity or  paternity reasons,
the 12 consecutive month period beginning on the first  anniversary of the first date of
such absence shall not constitute a break  in service. For purposes of this paragraph
(B), an absence from work for  maternity or paternity reasons means an absence 1) by
reason of the  pregnancy of the individual, 2) by reason of the birth of a child of the
individual, 3) by reason of the placement of a child with the individual in  connection
with the adoption of such child by such individual, or 4) for  purposes of caring for
such child for a period beginning immediately  following such birth or placement.





 
	 	
8	 


 

 











	  	If
the Employer is a member of an affiliated service group (under Section  414(m) of the
Code), a controlled group of corporations (under Section  414(b) of the Code), a group of
trades or businesses under common control  (under Section 414(c) of the Code), or any
other entity required to be  aggregated with the Employer pursuant to Section 414(o) of
the Code,  service will be credited for any employment for any period of time for any
other member of such group. Service will also be credited for any  individual required
under Section 414(n) or Section 414(o) of the Code to  be considered an Employee of any
Employer aggregated under Section 414(b),  (c), or (m) of the Code.





	C. 	 Changes
In Methods of Crediting Service



	  	A
plan  may be amended to change the method of crediting service between the  general rules
discussed in paragraph (A) and the elapsed time method  discussed in paragraph (B)
provided each Employee with respect to whom the  method of crediting service is changed
is afforded the protection described  in Section 1.410(a)-7(g) of the Treasury
Regulations and other applicable  rules promulgated by the IRS.





	INDIVIDUAL ACCOUNT



	Means the account established and maintained under
this Plan for each  Participant in accordance with Section 7.02(A) of the Plan.





	INVESTMENT FIDUCIARY



	Means the Employer, a Trustee with full trust
powers, any Individual Trustee(s)  and/or any investment manager, as applicable, which
under the terms of the Plan  is vested with the responsibility and authority to select
investment options for  the Plan and to direct the investment of the assets of the Fund.
In no event  shall a Directed Trustee be an Investment Fiduciary for any purpose
whatsoever.





	INVESTMENT FUND



	Means a subdivision of the Fund established
pursuant to Section 7.01(B) of the  Plan.





	KEY EMPLOYEE



	Means any Employee or former Employee (and the
Beneficiaries of such Employee)  who at any time during the determination period was an
officer of the Employer  if such individual’s annual compensation exceeds 50 percent
of the dollar  limitation under Section 415(b)(1)(A) of the Code, an owner (or considered
an  owner under Section 318 of the Code) of one of the 10 largest interests in the
Employer if such individual’s compensation exceeds 100 percent of the dollar
limitation under Section 415(c)(1)(A) of the Code, a five percent owner of the  Employer,
or a one percent owner of the Employer who has annual compensation of  more than
$150,000. Annual compensation means compensation as defined in Section  415(c)(3) of the
Code, but including amounts contributed by the Employer  pursuant to a salary reduction
agreement which are excludable from the  Employee’s gross income under Section 125,
Section 402(e)(3), Section  402(h)(1)(B) or Section 403(b) of the Code. The determination
period is the Plan  Year containing the Determination Date and the four preceding Plan
Years. For  Plan Years beginning on or after January 1, 2001, except as otherwise
provided  in the Adoption Agreement, Compensation shall also include elective amounts
that  are not includible in the gross income of the Employee by reason of Section
132(f)(4) 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 Income Tax Regulations
thereunder.





	LEASED EMPLOYEE



	Means, effective for Plan Years beginning on or
after January 1, 1997, any  person (other than an Employee of the recipient Employer) who
pursuant to an  agreement between the recipient Employer and any other person (“leasing
organization”) has performed services for the recipient Employer (or for the
recipient Employer and related persons determined in accordance with Section  414(n)(6)
of the Code) on a substantially full time basis for a period of at  least one year, and
such services are performed under primary direction or  control by the recipient
Employer. Contributions or benefits provided a Leased  Employee by the leasing
organization which are attributable to services  performed for the recipient Employer
shall be treated as provided by the  recipient Employer.




	A Leased Employee shall not be considered an
Employee of the recipient if 1)  such Leased Employee is covered by a money purchase
pension plan providing a) a  nonintegrated employer contribution rate of at least 10
percent of compensation,  as defined in Section 415(c)(3) of the Code, but including
amounts contributed  pursuant to a salary reduction agreement, which are excludable from
the Leased  Employee’s gross income under Section 125, Section 402(e)(3), Section
402(h)(1)(B) or Section 403(b) of the Code, b) immediate participation, and c)  full and
immediate vesting; and 2) Leased Employees do not constitute more than  20 percent of the
recipient’s nonhighly compensated work force. For Plan Years  beginning on or after
January 1, 2001, except as otherwise provided in the  Adoption Agreement, Compensation
shall also include elective amounts that are  not includible in the gross income of the
Employee by reason of Section  132(f)(4) of the Code.





	LIFE EXPECTANCY



	Means life expectancy or joint and last survivor
expectancy as computed using  the expected return multiples in Tables V and VI of Section
1.72-9 of the Income  Tax Regulations.




	Unless otherwise elected by the Participant (or
Spouse, in the case of  distributions described in Section 5.05(E)(2)(b) of the Plan) by
the time  distributions are required to begin, life expectancies shall not be
recalculated  annually. Such election shall be irrevocable as to the Participant (or
Spouse)  and shall apply to all subsequent years. The Life Expectancy of a non-Spouse
Beneficiary may not be recalculated.





	LIMITATION YEAR



	Means the Plan Year, or the 12-consecutive month
period elected by the Employer  in the Adoption Agreement. All qualified plans maintained
by the Employer must  use the same Limitation Year. If the Limitation Year is amended to
a different  12-consecutive month period, the new Limitation Year must begin on a date
within  the Limitation Year in which the amendment is made.





	MASTER OR PROTOTYPE PLAN



	Means a plan, the form of which is the subject of a
favorable opinion letter  from the IRS.





	MATCHING CONTRIBUTION



	Means an Employer Contribution made to this or any
other defined contribution  plan on behalf of a Participant on account of an Elective
Deferral or a  Nondeductible Employee Contribution made by such Participant under a plan
maintained by the Employer. Notwithstanding the foregoing, if the Adopting  Employer has
elected to apply the Safe Harbor CODA provisions of Section 3.15 of  the Plan, Matching
Contribution means contributions made by the Employer on  account of an Eligible Employee’s
Elective Deferrals. For Plan Years beginning  on or after January 1, 1998, Matching
Contributions made by self-employed  Participants (as defined in Section 401(c) of the
Code) shall not be treated as  Elective Deferrals.





 
	 	
9	 


 

 











	MAXIMUM PERMISSIBLE AMOUNT



	Means the maximum Annual Addition that may be
contributed or allocated to a  Participant’s Individual Account under the Plan for
any Limitation Year which  shall not exceed the lesser of





	a. 	 the
Defined Contribution Dollar Limitation, or




	b. 	25
percent of the Participant’s Compensation for the Limitation Year.



	The compensation limitation referred to in (b)
shall not apply to any  contribution for medical benefits (within the meaning of Section
401(h) or  Section 419A(f)(2) of the Code) which is otherwise treated as an Annual
Addition  under Section 415(l)(1) or 419A(d)(2) of the Code.






	If a short Limitation Year is created because of
an amendment changing the  Limitation Year to a different 12-consecutive month period,
the Maximum  Permissible Amount will not exceed the Defined Contribution Dollar
Limitation  multiplied by the following fraction:




	Number of months in the short
Limitation Year 
12




	NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS



	Means any contribution made to the Plan by or on
behalf of a Participant that is  included in the Participant’s gross income in the
year in which made and that is  maintained under a separate account to which earnings and
losses are allocated.





	NORMAL RETIREMENT AGE



	Means the age specified in the Adoption  Agreement.
If the Employer enforces a  mandatory retirement age, the Normal Retirement  Age is the
lesser of that  mandatory age or the age specified in the Adoption Agreement.  If no age
is  specified in the Adoption Agreement, the Normal Retirement Age shall be age  591/2.





	OWNER - EMPLOYEE



	Means an individual who is a sole proprietor, or
who is a partner owning more  than 10 percent of either the capital or profits interest
of the partnership.





	PARTICIPANT



	Means any Employee or former Employee of the
Employer who has met the Plan’s age  and service requirements, has entered the Plan
and who is or may become eligible  to receive a benefit of any type from this Plan or
whose Beneficiary may be  eligible to receive any such benefit.





	PARTICIPANT’S BENEFIT




	A. 	 General
Definition:



	  	Means
the Individual Account as of the last Valuation Date in the valuation  calendar year (the
calendar year immediately preceding the Distribution  Calendar Year) increased by the
amount of any Contributions or Forfeitures  allocated to the account balance as of dates
in the valuation calendar year  after the Valuation Date and decreased by distributions
made in the  valuation calendar year after the Valuation Date.





	B. 	Exception
For Second Distribution Calendar Year:



	  	For
purposes of paragraph (a) above, if any portion of the minimum  distribution for the
first Distribution Calendar Year is made in the second  Distribution Calendar Year on or
before the Required Beginning Date, the  amount of the minimum distribution made in the
second Distribution Calendar  Year shall be treated as if it had been made in the
immediately preceding  Distribution Calendar Year.





	PERMISSIVE AGGREGATION GROUP



	Means the Required Aggregation Group of plans plus
any other plan or plans of  the Employer which, when considered as a group with the
Required Aggregation  Group, would continue to satisfy the requirements of Sections
401(a)(4) and 410  of the Code.





	PLAN



	Means the prototype defined contribution plan
adopted by the Employer that is  intended to satisfy the requirements of Sections 401 and
501 of the Code and  ERISA respectively. The Plan consists of this Basic Plan Document
plus the  corresponding Adoption Agreement as completed and signed by the Adopting
Employer.





	PLAN ADMINISTRATOR



	The Adopting Employer shall be the Plan
Administrator unless the managing body  of the Adopting Employer designates a person or
persons other than the Adopting  Employer as the Plan Administrator and so notifies the
Trustee. The Adopting  Employer shall also be the Plan Administrator if the person or
persons so  designated ceases to be the Plan Administrator. The Adopting Employer may
establish an administrative committee that will carry out the Plan  Administrator’s
duties. Members of the administrative committee may allocate the  Plan Administrator’s
duties among themselves. If the managing body of the  Adopting Employer designates a
person or persons other than the Adopting  Employer as Plan Administrator, such person or
persons shall serve at the  pleasure of the Adopting Employer and shall serve pursuant to
such procedures as  such managing body may provide. Each such person shall be bonded as
may be  required by law.





	PLAN SEQUENCE NUMBER



	Means the three digit number the Adopting Employer
assigned to the Plan on the  Adoption Agreement. The Plan Sequence Number identifies the
number of qualified  retirement plans the Employer maintains or has maintained. The Plan
Sequence  Number is 001 for the Employers first qualified retirement plan, 002 for the
second, etc.





	PLAN YEAR



	Means the 12 consecutive month period which
coincides with the Adopting  Employer’s Fiscal Year or such other 12 consecutive
month period as is  designated in the Adoption Agreement. Notwithstanding the foregoing,
a Plan Year  may be a 52 to 53 week period as defined in the Adoption Agreement.





 
	 	
10	 


 

 











	PRE-AGE 35 WAIVER



	A Participant who will not yet attain age 35 as of
the end of any current Plan  Year may make a special Qualified Election to waive the
Qualified Preretirement  Survivor Annuity for the period beginning on the date of such
election and  ending on the first day of the Plan Year in which the Participant will
attain  age 35. Such election shall not be valid unless the Participant receives an
explanation of the Qualified Preretirement Survivor Annuity in such terms as are
comparable to the explanation required under Section 5.13(D)(1) of the Plan.  Qualified
Preretirement Survivor Annuity coverage will be automatically  reinstated as of the first
day of the Plan Year in which the Participant attains  age 35. Any new waiver on or after
such date shall be subject to the full  requirements of Section 5.13 of the Plan.





	PRESENT VALUE



	Unless otherwise indicated in the Adoption
Agreement, for purposes of  establishing the Present Value of benefits under a defined
benefit plan to  compute the top-heavy ratio, any benefit shall be discounted only for
mortality  and interest based on the interest rate and mortality table specified for this
purpose in the defined benefit plan.





	PRIOR PLAN



	Means a plan which was replaced by adoption of this
Plan document as indicated  in the Adoption Agreement.





	PROJECTED ANNUAL BENEFIT



	Means the annual retirement benefit (adjusted to an
actuarially equivalent  straight life annuity if such benefit is expressed in a form
other than a  straight life annuity or Qualified Joint and Survivor Annuity) to which the
Participant would be entitled under the terms of the Plan assuming





	a. 	 the
Participant will continue employment until Normal Retirement Age under  the Plan (or
current age, if later), and




	b. 	 the
Participant’s Compensation for the current Limitation Year and all  other relevant
factors used to determine benefits under the Plan will  remain constant for all future
Limitation Years.





	Straight life annuity means an annuity payable in
equal installments for the  life of the Participant that terminates upon the Participant’s
death.





	PROTOTYPE SPONSOR



	Means the entity specified in the Adoption
Agreement that makes this prototype  Plan available to employers for adoption.





	QUALIFIED DOMESTIC RELATIONS ORDER




	A. 	 In
General



	  	Means
a Domestic Relations Order





		a. 	 which
creates or recognizes the existence of an Alternate Payee’s  rights to, or assigns
to an Alternate Payee the right to receive all or  a portion of the benefits payable with
respect to a Participant under  the Plan, and




		b. 	 with
respect to which the requirements described in the remainder of  this section are met.




	B. 	 Specification
of Facts



	  	A
Domestic Relations Order shall be a Qualified Domestic Relations Order  only if the order
clearly specifies





		a. 	 the
name and last known mailing address (if any) of the Participant and  the name and mailing
address of each Alternate Payee covered by the  order,




		b. 	 the
amount or percentage of the Participant’s benefits to be paid by  the Plan to each
such Alternate Payee, or the manner in which such  amount or percentage is to be
determined,




		c. 	 the
number of payments or period to which such order applies, and




		d. 	 each
plan to which such order applies.




	C. 	 Additional
Requirements



	  	In
addition to paragraph (B) above, a Domestic Relations Order shall be  considered a
Qualified Domestic Relations Order only if such order





		a. 	 does
not require the Plan to provide any type or form of benefit, or  any option not otherwise
provided under the Plan,




		b. 	 does
not require the Plan to provide increased benefits, and




		c. 	 does
not require payment of benefits to an Alternate Payee which is  required to be paid to
another Alternate Payee under another order  previously determined to be a Qualified
Domestic Relations Order.




	D. 	 Exception
for Certain Payments



	  	A
Domestic Relations Order shall not be treated as failing to meet the  requirements above
solely because such order requires that payment of  benefits be made to an Alternate Payee





		a. 	 on
or after the date on which the Participant attains (or would have  attained) the earliest
retirement age as defined in Section  414(p)(4)(B) of the Code,




		b. 	 as
if the Participant had retired on the date on which such payment is  to begin under such
order, and




		c. 	 in
any form in which such benefits may be paid under the Plan to the  Participant (other
than in a Qualified Joint and Survivor Annuity) with  respect to the Alternate Payee and
his or her subsequent spouse.




	QUALIFIED ELECTION



	Means a waiver of a Qualified Joint and Survivor
Annuity or a Qualified  Preretirement Survivor Annuity. Any waiver of a Qualified Joint
and Survivor  Annuity or a Qualified Preretirement Survivor Annuity shall not be
effective  unless a) the Participant’s Spouse consents to the election (either in
writing  or in any other form permitted under rules promulgated by the IRS and DOL), b)
the election designates a specific Beneficiary, including any class of  beneficiaries or
any contingent beneficiaries, which may not be changed without  spousal consent (or the
Spouse expressly permits designations by the Participant  without any further 





 
	 	
11	 


 

 











	spousal  consent); c) the Spouse’s consent
acknowledges the  effect of the election; and d)  the Spouse’s consent is witnessed
by a plan  representative or notary public.  Additionally, a Participant’s waiver of
the  Qualified Joint and Survivor Annuity  shall not be effective unless the election
designates a form of benefit payment which  may not be changed without spousal  consent
(or the Spouse expressly permits designations  by the Participant without  any further
spousal consent). If it is established to the  satisfaction of a plan  representative
that there is no Spouse or that the Spouse cannot  be located, a  waiver will be deemed a
Qualified Election. In addition, if the Spouse is  legally incompetent to give consent,
the Spouse’s legal guardian, even if the  guardian is the Participant, may give
consent. If the Participant is legally  separated  or the Participant has been abandoned
(within the meaning of local  law) and the  Participant has a court order to such effect,
spousal consent is  not required unless a  Qualified Domestic Relations Order provides
otherwise.





	Any consent by a Spouse obtained under this
provision (or establishment that the  consent of a Spouse may not be obtained) shall be
effective only with respect to  such Spouse. A consent that permits designations by the
Participant without any  requirement of further consent by such Spouse must acknowledge
that the Spouse  has the right to limit consent to a specific Beneficiary, and a specific
form of  benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before the  commencement of
benefits. The number of revocations shall not be limited. No  consent obtained under this
provision shall be valid unless the Participant has  received notice as provided in
Section 5.13(D) of the Plan.





	QUALIFIED JOINT AND SURVIVOR ANNUITY



	Means an immediate annuity for the life of the
Participant with a survivor  annuity for the life of the Spouse which is not less than 50
percent and not  more than 100 percent of the amount of the annuity which is payable
during the  joint lives of the Participant and the Spouse and which is the amount of
benefit  which can be purchased with the Participant’s vested account balance. The
percentage of the survivor annuity under the Plan shall be 50 percent (unless a
different percentage is elected by the Adopting Employer in the Adoption  Agreement).





	QUALIFIED MATCHING CONTRIBUTIONS



	Means Matching Contributions which are subject to
the distribution and  nonforfeitability requirements under Section 401(k) of the Code
when made.





	QUALIFIED NONELECTIVE CONTRIBUTIONS



	Means contributions (other than Matching
Contributions or Qualified Matching  Contributions) made by the Employer and allocated to
Participants’ Individual  Accounts that the Participants may not elect to receive in
cash until  distributed from the Plan; that are nonforfeitable when made; and that are
distributable only in accordance with the distribution provisions that are  applicable to
Elective Deferrals and Qualified Matching Contributions.





	QUALIFIED PRERETIREMENT SURVIVOR ANNUITY



	Means a survivor annuity for the life of the
surviving Spouse of the Participant  if the payments are not less than the amounts which
would be payable as a  survivor annuity under the Qualified Joint and Survivor Annuity
under the Plan  in accordance with Section 417(c) of the Code.





	QUALIFYING CONTRIBUTING PARTICIPANT



	Means a Contributing Participant who satisfies the
requirements described in  Section 3.07 of the Plan to be entitled to receive a Matching
Contribution (and  Forfeitures, if applicable) for a Plan Year.





	QUALIFYING PARTICIPANT



	A Participant is a Qualifying Participant and is
entitled to share in the  Employer Contribution for any Plan Year if the Participant was
a Participant on  at least one day during the Plan Year and satisfies any additional
conditions  specified in the Adoption Agreement. If this Plan is a standardized plan,
unless  the Employer specifies more favorable conditions in the Adoption Agreement, a
Participant will be a Qualifying Participant for a Plan Year if he or she either
completes more than 500 Hours of Service (three consecutive calendar months if  the
elapsed time method of determining service applies) during the Plan Year or  is employed
on the last day of the Plan Year. The determination of whether a  Participant is entitled
to share in the Employer Contribution shall be made as  of the last day of each Plan
Year. If the elapsed time method of determining  service applies, each Employee will
share in Employer Contributions for the  period beginning on the date the Employee
commences participation under the Plan  and ending on the date on which such Employee
severs employment with the  Employer or is no longer a member of an eligible class of
Employees.





	RECIPIENT



	A Recipient includes an Employee or former
Employee. In addition, the Employee’s  or former Employee’s surviving Spouse
and the Employee’s or former Employee’s  Spouse or former Spouse who is the
Alternate Payee under a Qualified Domestic  Relations Order, as defined in Section 414(p)
of the Code, are Recipients with  regard to the interest of the Spouse or former Spouse.





	RELATED EMPLOYER



	Means an employer that shares common ownership or
control with the Employer but  that is not required to be aggregated with the Employer
for certain  qualification requirements under Sections 414(b), (c), (m) or (o) of the
Code.  Unless the Adoption Agreement prohibits participation by a Related Employer, a
Related Employer may participate in this Plan only if such Related Employer  executes a
Related Employer Participation Agreement. If one or more Related  Employers participate,
the Plan shall constitute a multiple employer plan as  defined in Section 413(c) of the
Code.





	RELATED EMPLOYER PARTICIPATION AGREEMENT



	Means the agreement under this prototype Plan that
a Related Employer must  execute to participate in this Plan.





	REQUIRED AGGREGATION GROUP



	Means (a) each qualified plan of the Employer in
which at least one Key Employee  participates or participated at any time during the
determination period  (regardless of whether the Plan has terminated), and (b) any other
qualified  plan of the Employer which enables a plan described in (a) to meet the
requirements of Sections 401(a)(4) or 410 of the Code.





	REQUIRED BEGINNING DATE



	Means April 1 of the calendar year following the
calendar year in which the  Participant attains age 701/2 or retires, whichever is
later, except that  benefit distributions to a five-percent owner must commence by the
April 1 of  the calendar year following the calendar year in which the Participant
attains  age 701/2. Any Participant attaining age 701/2 in years after 1995 may elect
by the April 1 of the calendar year following the year in which the Participant  attained
age 701/2, (or by December 31, 1997, in the case of a Participant  attaining age 701/2
in 1996) to defer distributions until the calendar year  following the calendar year in
which the Participant retires. If no such  election is made, the Participant will begin
receiving distributions by the  April 1 of the calendar year following the year in which
the Participant  attained age 701/2 (or by December 31, 1997, in the case of a
Participant  attaining age 701/2 in 1996). Any Participant attaining age 





 
	 	
12	 


 

 











	701/2 in years  prior to 1997 may elect to stop
distributions and recommence by the April 1 of  the  calendar year following the year in
which the Participant retires. There is  no new  annuity starting date upon
recommencement. The preretirement age 701/2  distribution  option is only eliminated
with respect to Employees who reach age  701/2 in or after a  calendar year that begins
after the later of December 31,  1998, or the adoption date of  the amendment. The
preretirement age 701/2  distribution option is an optional form of  benefit under which
benefits payable  in a particular distribution form (including any  modifications that
may be  elected after benefit commencement) commence at a time during  the period that
begins on or after January 1 of the calendar year in which an Employee  attains  age 701/2 and ends April 1 of the immediately following calendar year.





	Notwithstanding the foregoing, the Required
Beginning Date may be one of the  following if so selected by the Adopting Employer in
the Adoption Agreement;





	(a) 	 the
Required Beginning Date of a Participant is the April 1 of the calendar  year following
the calendar year in which the Participant attains age 701/2; or




	(b) 	 the
Required Beginning Date of a Participant is the April 1 of the calendar  year following
the calendar year in which the Participant attains age 701/2, except that benefit
distributions to a Participant (other than a  five-percent owner) with respect to
benefits accrued after the later of the  adoption or effective date of the amendment to
the Plan must commence by  the later of the April 1 of the calendar year following the
calendar year  in which the Participant attains age 701/2 or retires;




	(c) 	 the
Required Beginning Date of a Participant is the later of the April 1 of  the calendar
year following the calendar year in which the Participant  attains age 701/2 or retires
except that benefit distributions to a  five-percent owner must commence by the April 1
of the calendar year  following the calendar year in which the Participant attains age 701/2;




		(1) 	any
Participant attaining age 701/2 in years after 1995 may elect by  the April 1 of the
calendar year following the year in which the  Participant attained age 701/2, (or by
December 31, 1997, in the case  of a Participant attaining age 701/2 in 1996) to defer
distributions  until the calendar year following the calendar year in which the
Participant retires. If no such election is made the Participant will  begin receiving
distributions by the April 1 of the calendar year  following the year in which the
Participant attained age 701/2 (or by  December 31, 1997, in the case of a Participant
attaining age 701/2 in  1996);




		(2) 	any
Participant attaining age 701/2 in years prior to 1997 may elect  to stop distributions
and recommence by the April 1 of the calendar  year following the year in which the
Participant retires. There is  either




			1) 	a
new annuity starting date upon recommencement or




			2) 	no
new annuity starting date upon recommencement; or




		(3) 	the
preretirement age 701/2 distribution option is only eliminated  with respect to
Employees who reach age 701/2 in or after a calendar  year that begins after the later
of December 31, 1998, or the adoption  date of the amendment. The preretirement age 701/2 distribution option  is an optional form of benefit under which benefits payable in a
particular distribution form (including any modifications that may be  elected after
benefit commencement) commence at a time during the  period that begins on or after
January 1 of the calendar year in which  an Employee attains age 701/2 and ends April 1
of the immediately  following calendar year.




	  	A
Participant is treated as a five-percent  owner for purposes of this  section if such
Participant is a five-percent owner as  defined in Section  416 of the Code at any time
during the Plan Year ending with or  within the  calendar year in which such owner
attains  age 701/2.





	  	Once
distributions have begun to a five-percent owner under this section,  they must continue
to be distributed, even if the Participant ceases to be  a five-percent owner in a
subsequent year.





	SAFE HARBOR NONELECTIVE CONTRIBUTIONS



	Means Employer Contributions made in an amount
equal to at least three percent  of each Participants Compensation on behalf of each
Participant who is not a  Highly Compensated Employee. Such contributions shall be made
without regard to  whether a Participant makes an Elective Deferral or a Nondeductible
Employee  Contribution.





	SELF-EMPLOYED INDIVIDUAL



	Means an individual who has Earned Income for  the
taxable year from the trade or  business for which the Plan is established, including  an
individual who would  have had Earned Income but for the fact that the trade or  business
had no net  profits for the taxable year.





	SEPARATE FUND



	Means a subdivision of the Fund held in the name
of a particular Participant  representing certain assets held for that Participant. The
assets which comprise  a Participant’s Separate Fund are those assets earmarked for
him or her and  those assets subject to the Participant’s individual direction
pursuant to  Section 7.22(B) of the Plan.





	SPOUSE



	Means the Spouse or surviving Spouse of the
Participant, provided that a former  Spouse will be treated as the Spouse or surviving
Spouse and a current Spouse  will not be treated as the Spouse or surviving Spouse to the
extent provided  under a Qualified Domestic Relations Order.





	TAXABLE WAGE BASE



	Means, with respect to any taxable year, the
contribution and benefit base in  effect under Section 230 of the Social Security Act at
the beginning of the Plan  Year.





	TERMINATION OF EMPLOYMENT



	A Termination of Employment of an Employee of an
Employer shall occur whenever  his or her status as an Employee of such Employer ceases
for any reason other  than death. An Employee who does not return to work for the
Employer on or  before the expiration of an authorized leave of absence from such
Employer shall  be deemed to have incurred a Termination of Employment when such leave
ends.





	TOP-HEAVY PLAN



	This Plan is a Top-Heavy Plan for any Plan Year  if
it is determined to be such  pursuant to Section 7.19 of the Plan.





 
	 	
13	 


 

 











	TRUSTEE



	Means, if applicable, an individual, individuals
or corporation specified in the  Adoption Agreement as Trustee or any duly appointed
successor as provided in  Section 8.05 of the Plan.





	VALUATION DATE



	Means the date or dates as specified in the
Adoption Agreement. If no date is  specified in the Adoption Agreement, the Valuation
Date shall be the last day of  the Plan Year and each other date designated by the Plan
Administrator which is  selected in a uniform and nondiscriminatory manner when the
assets of the Fund  are valued at their then fair market value. Notwithstanding the
foregoing, for  purposes of calculating the top heavy ratio, the Valuation Date shall be
the  last day of the initial Plan Year of the Plan and the last day of the preceding
Plan Year for each subsequent Plan Year.





	VESTED



	Means nonforfeitable, that is, an unconditional
and legally enforceable claim  against the Plan which is obtained by a Participant or the
Participant’s  Beneficiary to that part of an immediate or deferred benefit under
the Plan  which arises from a Participant’s Years of Vesting Service.





	VESTED ACCOUNT BALANCE



	Means the aggregate value of the Participant’s
Vested account balances derived  from Employer and Nondeductible Employee Contributions
(including rollovers),  whether Vested before or upon death, including the proceeds of
insurance  contracts, if any, on the Participant’s life.





	YEAR



	Means the calendar year and is applicable only  if
the Employer has adopted a  SIMPLE 401(k) Plan.





	YEAR OF ELIGIBILITY SERVICE



	Means a 12 consecutive month period which
coincides with an Eligibility  Computation Period during which an Employee completes at
least 1,000 Hours of  Service (or such lesser number of Hours of Service specified in the
Adoption  Agreement for this purpose). An Employee does not complete a Year of
Eligibility  Service before the end of the 12 consecutive month period regardless of when
during such period the Employee completes the required number of Hours of  Service.





	YEAR OF VESTING SERVICE



	Means a Plan Year during which an Employee
completes at least 1,000 Hours of  Service (or such lesser number of Hours of Service
specified in the Adoption  Agreement for this purpose). Notwithstanding the preceding
sentence, where the  Adopting Employer so indicates in the Adoption Agreement, vesting
shall be  computed by reference to the 12 consecutive month period beginning with the
Employee’s Employment Commencement Date and each successive 12 month period
commencing on the anniversaries thereof.




	In the case of a Participant who has five or  more
consecutive Breaks in Vesting  Service, all Years of Vesting Service after such  Breaks
in Vesting Service will  be disregarded for the purpose of determining the Vested
portion of his or her  Individual Account derived from Employer Contributions that
accrued before such  breaks. Such Participant’s pre-break service will count in
vesting the postbreak  Individual Account derived from Employer Contributions only if
either





	(a) 	 such
Participant had any Vested right to any portion of his or her  Individual Account derived
from Employer Contributions at the time of his  or her Termination of Employment; or




	(b) 	 upon
returning to service, the number of consecutive Breaks in Vesting  Service is less than
his or her number of Years of Vesting Service before  such breaks.





	Separate subaccounts will be maintained for the
Participant’s pre-break and  postbreak portions of his or her Individual Account
derived from Employer  Contributions. Both subaccounts will share in the gains and losses
of the Fund.




	Years of Vesting Service shall not include any
period of time excluded from  Years of Vesting Service in the Adoption Agreement.
However, if an Employee  becomes ineligible to participate in the Plan because he or she
is no longer a  member of an eligible class of Employees, but has not incurred a break in
service, such Employee shall continue to accumulate Years of Vesting Service.




	In the event the Plan Year is changed to a new
12-month period, Employees shall  receive credit for Years of Vesting Service, in
accordance with the preceding  provisions of this definition, for each of the Plan Years
(the old and new Plan  Years) which overlap as a result of such change.





	
      

      SECTION ONE: EFFECTIVE DATES
      

    




	Pursuant to the Definitions section of the Plan,
the Effective Date means the  date the Plan becomes effective as indicated in the
Adoption Agreement. However,  certain provisions of the Plan may have an effective date
different from the  Plan Effective Date, if, for example, the Plan is amended subsequent
to the  Effective Date.




	
      

      SECTION TWO: ELIGIBILITY REQUIREMENTS
      

    




	2.01 	 ELIGIBILITY
TO PARTICIPATE



	  	Each
Employee of the Employer, except those Employees who belong to a  class of Employees
which is excluded from participation as indicated in  the Adoption Agreement, shall be
eligible to participate in this Plan  upon the satisfaction of the age and Years of
Eligibility Service  requirements specified in the Adoption Agreement.




	  	Notwithstanding
the preceding sentence, where the Adoption Agreement  does not permit Employer
designation with respect to participation of  classes of Employees, the following
Employees will be excluded from  participation in the Plan





 
	 	
14	 


 

 











		A. 	 Union
Employees - Employees included in a unit of Employees covered by a collective bargaining
agreement between the Employer and Employee representatives, if retirement benefits were
the subject of good faith bargaining and if two percent or less of the Employees who
are covered pursuant to that agreement are professionals as defined in Section
1.410(b)-9 of the regulations. For this purpose, the term “Employee representatives” does
not include any organization more than half of whose members are Employees who are
owners, officers, or executives of the Employer.




		B. 	 Non-resident
Aliens - Employees who are non-resident aliens (within the meaning of Section
7701(b)(1)(B) of the Code) who received no earned income (within the meaning of Section
911(d)(2) of the Code) from the Employer which constitutes income from sources within
the United States (within the meaning of Section 861(a)(3) of the Code).




		C. 	 Acquired
Employees - Employees who became Employees as the result of a transaction under Section
410(b)(6)(C) of the Code. Such Employees will be excluded during the period beginning on
the date of the transaction and ending on the last day of the first Plan Year beginning
after the date of the transaction. A transaction under Section 410(b)(6)(C) of the Code
is an asset or stock acquisition, merger, or similar transaction involving a change in
the employer of the employees of a trade or business.




	2.02 	 PLAN
ENTRY



		A. 	 Plan
Restatement - If this Plan is a replacement of a Prior Plan by restatement, each
Employee of the Employer who was a Participant in said Prior Plan before the Effective
Date shall continue to be a Participant in this Plan.




		B. 	 Effective
Date - An Employee will become a Participant in the Plan as of the Effective Date if the
Employee has met the eligibility requirements of Section 2.01 of the Plan as of such
date. After the Effective Date, each Employee shall become a Participant on the first
Entry Date coincident with or following the date the Employee satisfies the eligibility
requirements of Section 2.01 of the Plan unless otherwise indicated in the Adoption
Agreement.




		C. 	 Notification
- The Plan Administrator shall notify each Employee who becomes eligible to be a
Participant under this Plan and shall furnish the Employee with the application form,
enrollment forms or other documents which are required of Participants. The eligible
Employee shall execute such forms or documents and make available such information as
may be required in the administration of the Plan. Such notification shall be in writing
(or any other form permitted under rules promulgated by the IRS or DOL).





	2.03 	 TRANSFER
TO OR FROM INELIGIBLE CLASS



	  	If
an Employee who had been a Participant becomes ineligible to  participate because he or
she is no longer a member of an eligible  class of Employees, but has not incurred a
Break in Eligibility  Service, such Employee shall participate immediately upon his or
her  return to an eligible class of Employees. If such Employee incurs a  Break in
Eligibility Service, his or her eligibility to participate  shall be determined by
Section 2.04 of the Plan.




	  	An
Employee who is not a member of the eligible class of Employees will  become a
Participant immediately upon becoming a member of the eligible  class, provided such
Employee has satisfied the age and Years of  Eligibility Service requirements. If such
Employee has not satisfied  the age and Years of Eligibility Service requirements as of
the date he  or she becomes a member of the eligible class, such Employee shall  become a
Participant on the first Entry Date coincident with or  following the date he or she
satisfies those requirements unless  otherwise indicated in the Adoption Agreement.





	2.04 	 RETURN
AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE



		A. 	 Employee Not Participant Before Break
      - If an Employee incurs a Break in Eligibility Service before satisfying
      the Plan’s eligibility requirements, such Employee’s Years of
      Eligibility Service before such Break in Eligibility Service will not be
      taken into account.




		B. 	 Nonvested Participants - In the case
      of a Participant who does not have a Vested interest in his or her Individual
      Account derived from Employer Contributions, Years of Eligibility Service
      before a period of consecutive Breaks in Eligibility Service will not be
      taken into account for eligibility purposes if the number of consecutive
      Breaks in Eligibility Service in such period equals or exceeds the greater
      of five or the aggregate number of Years of Eligibility Service before such
      break. Such aggregate number of Years of Eligibility Service will not include
      any Years of Eligibility Service disregarded under the preceding sentence
      by reason of prior breaks.




	 	 	If
a Participant’s Years of Eligibility Service are disregarded  pursuant to the
preceding paragraph, such Participant will be  treated as a new Employee for eligibility
purposes. If a  Participant’s Years of Eligibility Service may not be disregarded
pursuant to the preceding paragraph, such Participant shall  continue to participate in
the Plan, or, if terminated, shall  participate on the first Entry Date coincident with
or following  the date of reemployment.




		C. 	 Vested Participants - A
      Participant who has sustained a Break in Eligibility Service and who had
      a Vested interest in all or a portion of his or her Individual Account derived
      from Employer Contributions shall continue to participate in the Plan, or,
      if terminated, shall participate on the first Entry Date coincident with
      or following the date of reemployment.





	2.05 	 DETERMINATIONS
UNDER THIS SECTION



	  	The
Plan Administrator shall determine the eligibility of each Employee  to be a Participant.
This determination shall be conclusive and binding  upon all persons except as otherwise
provided herein or by law.





	2.06 	 TERMS
OF EMPLOYMENT



	  	Neither
the fact of the establishment of the Plan nor the fact that a  common law Employee has
become a Participant shall give to that common  law Employee any right to continued
employment; nor shall either fact  limit the right of the Employer to discharge or to
deal otherwise with  a common law Employee without regard to the effect such treatment
may  have upon the Employee’s rights under the Plan.





 
	 	
15	 


 

 











	
      

      SECTION THREE: CONTRIBUTIONS
      

    




	3.01 	 EMPLOYER
CONTRIBUTIONS



		A.	 Obligation
to Contribute - Except as otherwise indicated in the Adoption Agreement, the Employer
will contribute an amount to be determined from year to year. If this Plan is a profit
sharing plan, the Employer may, in its sole discretion, make contributions without
regard to current or accumulated earnings or profits.




		B. 	 Allocation Formula and the Right to Share
      in the Employer Contribution






			1. 	 General - Except as otherwise indicated
      in the Adoption Agreement, Employer Profit Sharing Contributions shall be
      allocated to all Qualifying Participants pursuant to a pro rata allocation
      formula. Under the pro rata allocation formula, Employer Contributions shall
      be allocated to the Individual Accounts of Qualifying Participants in the
      ratio that each Qualifying Participant’s Compensation for the Plan
      Year bears to the total Compensation of all Qualifying Participants for
      the Plan Year. The Employer Contribution for any Plan Year will be allocated
      to each Participant’s Individual Account as of the last day of that
      Plan Year. Notwithstanding the foregoing, Employer Profit Sharing Contributions,
      Employer Money Purchase Pension Contributions and Employer Target Benefit
      Pension Contributions shall be allocated to the Plan on behalf of each Participant
      who has incurred a Disability and who is not a Highly Compensated Employee
      if so specified in the Adoption Agreement.




	 		 	Any
Employer Contribution for a Plan Year must satisfy Section  401(a)(4) of the Code and the
Income Tax Regulations  thereunder for such Plan Year.




			2. 	 Special Rules for Integrated Plans -



	 		 	In
the event the Adopting Employer has selected an integrated  allocation formula in the
Adoption Agreement, subject to the  overall permitted disparity limits, Employer Profit
Sharing  Contributions shall be allocated as follows (the Employer may  start with Step 3
if this Plan is not top-heavy).




				Step 1. 	 Employer Profit Sharing Contributions shall
      first be allocated pro rata to Qualifying Participants in the manner described
      in Section 3.01(B)(1) of the Plan. The percent so allocated shall not exceed
      three percent of each Qualifying Participant’s Compensation.




				Step2. 	 Any Employer Profit Sharing Contributions remaining
      after the allocation in Step 1 shall be allocated to each Qualifying Participant’s
      Individual Account in the ratio that each Qualifying Participant’s
      Compensation for the Plan Year in excess of the integration level bears
      to all Qualifying Participants’ Compensation in excess of the integration
      level, but not in excess of three percent of each Qualifying Participant’s
      Compensation.




				Step 3. 	 Any Employer Profit Sharing Contributions remaining
      after the allocation in Step 2 shall be allocated to each Qualifying Participant’s
      Individual Account in the ratio that the sum of each Qualifying Participant’s
      total Compensation and Compensation in excess of the integration level bears
      to the sum of all Qualifying Participants’ total Compensation and Compensation
      in excess of the integration level, but not in excess of the profit sharing
      maximum disparity rate as described in this Section 3.01(B)(2) of the Plan.




				Step 4. 	 Any Employer Profit Sharing Contributions remaining
      after the allocation in Step 3 shall be allocated pro rata to Qualifying
      Participants in the manner described in this Section 3.01(B)(1) of the Plan.




	 		 	If
the  Adopting Employer has selected the integrated  contribution or allocation formula in
the  Adoption Agreement,  the integration level shall be defined in the Adoption
Agreement.  The maximum disparity rate shall be determined in  accordance with the
following table.





	
      MAXIMUM DISPARITY RATE

    
	  	
      Integration Level

    	
      Money Purchase 

    	
      Top-Heavy 

        Profit Sharing 

    	
      Nonstandardized and 

        Non-Top-Heavy 

        Profit Sharing 

    
	 	
      

    
	 	
      Taxable Wage Base (TWB)

    	
      5.7%

    	
      2.7%

    	
      5.7%

    
	 	
       

    	
       

    	
       

    	
       

    
	 	
      More than $0 but not more

    	
       

    	
       

    	
       

    
	 	
      than 20 percent of TWB

    	
      5.7%

    	
      2.7%

    	
      5.7%

    
	 	
       

    	
       

    	
       

    	
       

    
	 	
      More than 20 percent of TWB but 

        not more than 80 percent of TWB

    	
      4.3%

    	
      1.3%

    	
      4.3%

    
	 	
       

    	
       

    	
       

    	
       

    
	 	
      More than 80 percent of TWB but 

        not more than TWB

    	
      5.4%

    	
      2.4%

    	
      5.4%

    



	 		 	Annual overall permitted disparity limit:
      Notwithstanding the preceding paragraphs, for any Plan Year this Plan benefits
      any Participant who benefits under another qualified plan or simplified
      employee pension, as defined in Section 408(k) of the Code, maintained by
      the Employer that provides for permitted disparity (or imputes disparity),
      if this is a profit sharing plan, Employer Profit Sharing Contributions
      and forfeitures shall be allocated to the account of each Qualifying Participant
      in the ratio that such Qualifying Participant’s total Compensation
      bears to the total Compensation of all Qualifying Participants. If this
      Plan is a money purchase pension plan, Employer Money Purchase Pension Contributions
      shall be made to the account of each Qualifying Participant in an amount
      equal to the excess contribution percentage multiplied by the Participant’s
      total Compensation.




 
	 	
16	 


 

 











	 		 	Cumulative permitted disparity limit:
      Effective for Plan Years beginning on or after January 1, 1995, the cumulative
      permitted disparity limit for a Participant is 35 total cumulative permitted
      disparity years. Total cumulative permitted years means the number of years
      credited to the Participant for allocation or accrual purposes under this
      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, all years ending
      in the same calendar year are treated as the same year. If the Participant
      has not benefited under a defined benefit or target benefit plan for any
      year beginning on or after January 1, 1994, the Participant has no cumulative
      disparity limit.




	 		 	Compensation
shall mean compensation as defined in Definition  section of the Plan.




			3. 	 Special Rules for Government Contract Plans
      - If this is a nonstandardized Plan and the Employer so indicates on the
      Adoption Agreement, for each Hour of Service of covered employment under
      a government contract, the Employer shall contribute to the Plan such amounts
      for each Qualifying Participant as determined by the hourly rate designated
      for each Qualifying Participant’s work classification on the wage determination
      sheet, or part thereof, as determined by the Employer pursuant to the terms
      of the contracts to which the Employer is a party and which are subject
      to the provisions of any federal, state or municipal prevailing wage law
      to which the Employer is a party.




			4. 	 Minimum Coverage Test - Unless otherwise
      specified by the Adopting Employer in the Adoption Agreement, this paragraph
      shall apply to any nonstandardized Plan if, for any Plan Year, the Plan
      fails to satisfy the ratio percentage test described in Section 410(b)(1)
      of the Codes as of the last day of any such Plan Year. The ratio percentage
      test is satisfied if on the last day of the Plan Year, taking into account
      all employees, or former employees who were employed by the Employer on
      any day during the Plan Year, either the Plan benefits at least 70 percent
      of Employees who are not Highly Compensated Employees or the Plan benefits
      a percentage of Employees who are not Highly Compensated Employees which
      is at least 70 percent of the percentage of Highly Compensated Employees
      benefiting under the Plan. If the Plan fails the ratio percentage test,
      the Employer Contribution for the Plan Year will be allocated to Participants
      in the first class of Participants set forth below. If the Plan still fails,
      then the Employer Contribution will also be allocated to Participants in
      the next class and each succeeding class until the Plan satisfies the minimum
      coverage requirements. A class shall be covered only if necessary to satisfy
      those requirements. The classes, in order of priority, are as follows:




				a. 	 Participants
who are still employed on the last day of the  Plan year who have completed 90 percent of
the number of  Hours of Service to otherwise be a Qualifying Participant  or Qualifying
Contributing Participant, if applicable;




				b. 	 Participants
who are still employed on the last day of the  Plan Year who have completed 80 percent of
the number of  Hours of Service to otherwise be a Qualifying Participant  or Qualifying
Contributing Participant, if applicable;




				c. 	 Participants
who are still employed on the last day of the  Plan Year who have completed 70 percent of
the number of  Hours of Service to otherwise be a Qualifying Participant  or Qualifying
Contributing Participant, if applicable;




				d. 	 Participants
who are still employed on the last day of the  Plan Year who have completed 60 percent of
the number of  Hours of Service to otherwise be a Qualifying Participant  or Qualifying
Contributing Participant, if applicable;




				e. 	 Participants
who are still employed on the last day of the  Plan year who have completed 50 percent of
the number of  Hours of Service to otherwise be a Qualifying Participant  or Qualifying
Contributing Participant, if applicable;




				f. 	 Any
Participant still employed on the last day of the Plan  Year;




				g. 	 Participants
who are not employed on the last day of the  Plan Year because the Participant has died,
incurred a  Disability or attained Normal Retirement Age;




				h. 	 Participants
who are not employed on the last day of the  Plan Year who have completed at least 1,000
Hours of  Service during the Plan Year;




				i. 	 Participants
who are not employed on the last day of the  Plan Year who have completed at least 750
Hours of Service  for the Plan Year;




				j. 	 Participants
who are not employed on the last day of the  Plan Year who have completed at least 500
Hours of Service  for the Plan Year.




	 		 	If
the minimum coverage test is performed after any Employer  Contribution has been
allocated and the Plan fails the minimum  coverage test, the Employer shall make an
additional  contribution to the Plan on behalf of those Participants that  are entitled
thereto pursuant to items a through j above. The  amount of the contribution for such
Participants shall be  determined pursuant to the Plan’s allocation formula.
Notwithstanding the foregoing, if the Adopting Employer so  provides in the Adoption
Agreement, the ADP Test Safe Harbor  Contributions will be made to the defined
contribution plan  indicated in the Adoption Agreement. However, such  contributions will
be made to this Plan unless (i) each  Eligible Employee under this Plan is also eligible
under the  other plan and (ii) the other plan has the same Plan Year as  this Plan.




			5. 	 Special Rule for Owner-Employees - If
      this Plan provides contributions or benefits for one or more Owner-Employees,
      contributions on behalf of any Owner-Employee may be made only with respect
      to the Earned Income of such Owner-Employee which is derived from the trade
      or business with respect to which the Plan is established.





		C.	 Allocation of Forfeitures - Forfeitures
      for a Plan Year which arise as a result of the application of Sections 4.01(C)
      or 4.01(D) of the Plan may be, at the Employer’s discretion, applied
      first to the payment of the Plan’s administrative expenses in accordance
      with Section 7.04 of the Plan or applied to the restoration of Participant’s
      Individual Accounts pursuant to Section 4.01(C)(3) of the Plan. Any remaining
      Forfeitures shall be allocated as follows:



 
	 	
17	 


 

 












	 		1. 	Profit Sharing Plan - If this is a profit
      sharing plan, unless the Adoption Agreement indicates otherwise, Forfeitures
      shall be used to reduce Employer Contributions.





	 		2. 	 401(k) Profit Sharing Plan - If this
      is a 401(k) profit sharing plan, unless the Adoption Agreement indicates
      otherwise, Forfeitures of Employer Profit Sharing Contributions, Matching
      Contributions and Excess Aggregate Contributions shall be used to reduce
      Employer Contributions.




	 		3. 	 Money Purchase Pension Plan and Target Benefit
      Pension Plan - If this Plan is a money purchase pension plan or a target
      benefit pension plan, unless the Adoption Agreement indicates otherwise,
      Forfeitures shall be applied toward the reduction of Employer Money Purchase
      Pension Contributions or Employer Target Benefit Pension Contributions to
      the Plan.





	  	  	Forfeitures
must be applied as of the last day of the Plan Year in  which the Forfeitures arose or,
if necessary, the last day of the  Plan Year following the Plan Year in which the
Forfeiture arose.  Notwithstanding the foregoing, Forfeitures must be applied in a
uniform and nondiscriminatory manner if applied either to the  payment of the Plan’s
administrative expenses or to the  restoration of a Participants Individual Accounts
pursuant to  Section 4.01(C)(3) of the Plan.




		D. 	Timing
of Employer Contribution - Unless otherwise specified in the Plan, the Employer
Contribution for each Plan Year shall be delivered to the Trustee not later than the
due date for filing the Employer’s income tax return for its Fiscal Year in which
the Plan Year ends, including extensions thereof. Notwithstanding the foregoing,
Employer Contributions made by an Employer that is exempt from Federal income tax under
Section 501(a) of the Code, shall be delivered to the Trustee no later than the 15th
day of the sixth calendar month following the close of the taxable year (or fiscal
year, if no taxable year) with or within which the particular Limitation Year ends.




		E. 	Minimum
Allocation for Top-Heavy Plans - The contribution and allocation provisions of this
Section 3.01(E) of the Plan shall apply for any Plan Year with respect to which this
Plan is a Top-Heavy Plan.




			1. 	 Except
as otherwise provided in (3) and (4) below, the  Employer Contributions and Forfeitures
allocated on behalf of  any Participant who is not a Key Employee shall not be less  than
the lesser of three percent of such Participant’s  Compensation or (in the case
where the Employer has no defined  benefit plan which designates this Plan to satisfy
Section 401  of the Code) the largest percentage of Employer Contributions  and
Forfeitures, as a percentage of the Key Employee’s  Compensation, as limited by
Section 401(a)(17) of the Code,  allocated on behalf of any Key Employee for that year.
The  minimum allocation is determined without regard to any Social  Security
contribution. The Adopting Employer may, in the  Adoption Agreement, limit the
Participants who are entitled to  receive the minimum allocation to those Employees who
are not  Key Employees. Notwithstanding the foregoing, if the Employer  maintains a
defined benefit plan in addition to this Plan and  specifies in the Adoption Agreement
that the minimum  allocation will be made to this Plan, then except as provided  in (3)
and (4) below, Employer Contributions and Forfeitures  allocated on behalf of any
Participant who is not a Key  Employee shall not be less than 5 percent of such
Participant’s Compensation. For purposes of the preceding  sentences, the largest
percentage of Employer Contributions  and Forfeitures as a percentage of each Key Employee’s
Compensation shall be determined by Elective Deferrals as  Employer Contributions. This
minimum allocation shall be made  even though under other Plan provisions, the
Participant would  not otherwise be entitled to receive an allocation, or would  have
received a lesser allocation for the year because of (a)  the Participant’s failure
to complete 1,000 Hours of Service  (or any equivalent provided in the Plan), or (b) the
Participant’s failure to make mandatory Nondeductible Employee  Contributions to the
Plan, or (c) Compensation less than a  stated amount.




			2. 	 For
purposes of computing the minimum allocation, Compensation  shall mean Compensation as
provided in the Definitions Section  of the Plan as limited by Section 401(a)(17) of the
Code and,  for Limitation Years beginning after December 31, 1997, shall  include any
amounts contributed by the Employer pursuant to a  salary reduction agreement and which
is not includible in  gross income under Sections 402(g), 125, 132(f)(4) or 457 of  the
Code. For purposes of this Section 3.01(E)(2), such  amounts were excluded for Limitation
Years beginning prior to  January 1, 1998.




			3. 	 The
provision in (1) above shall not apply to any Participant  who was not employed by the
Employer on the last day of the  Plan Year.




			4. 	 The
provision in (1) above shall not apply to any Participant  to the extent the Participant
is covered under any other plan  or plans of the Employer and the Adopting Employer has
provided in the Adoption Agreement that the minimum allocation  or benefit requirement
applicable to Top-Heavy Plans will be  met in the other plan or plans.





			5. 	 The minimum allocation
      required under this Section 3.01(E) and Section 3.01(F)(1) (to the extent
      required to be nonforfeitable under Section 416(b) of the Code) may not
      be forfeited under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code.




			6. 	 Neither
Elective Deferrals, nor Matching Contributions may be  taken into account for purposes of
satisfying the minimum  allocation requirement applicable to Top-Heavy Plans described
in Section 3.01(E) of the Plan. Qualified Nonelective  Contributions may, however, be
taken into account for such  purposes.




		F. 	Special
Requirements for Paired Plans - The Employer maintains paired plans if the Employer has
adopted a standardized profit sharing plan and a standardized money purchase pension
plan using this Basic Plan Document.




			1. 	Minimum
Allocation - When the paired  plans are top-heavy, the top-heavy requirements set forth
in Section 3.01(E)(1)  of the Plan shall apply.




				a. 	 Same
eligibility requirements. In satisfying the top-heavy  minimum allocation requirements
set forth in Section  3.01(E) of the Plan, if the Employees benefiting under  each of the
paired plans are identical, the top-heavy  minimum allocation shall be made to the money
purchase  pension plan.




				b. 	 Different
eligibility requirements. In satisfying the  top-heavy minimum allocation requirements
set forth in  Section 3.01(E) of the Plan, if the Employees benefiting  under each of the
paired plans are not identical, the  top-heavy minimum allocation will be made to both of
the  paired plans.




 
	 	
18	 


 

 











	 				A
Participant is treated as benefiting under the Plan for any  Plan Year during which the
Participant received or is deemed  to receive an allocation in accordance with Section
1.410(b)-3  of the Income Tax Regulations.




			2. 	 Only
One Plan Can Be Integrated - If  the Employer maintains paired plans, only one of  the
Plans may provide for  the disparity in contributions which is permitted under  Section
401(l) of  the Code. In the event that both Adoption Agreements provide for such
integration,  only the money purchase pension plan shall be deemed to be integrated.





		G. 	 Return of the Employer Contribution to the
      Employer Under Special Circumstances - Any contribution made by the
      Employer because of a mistake of fact must be returned to the Employer within
      one year of the contribution.




	 	 	In
the event that the Commissioner of Internal Revenue determines  that the Plan is not
initially qualified under the Code, any  contributions made incident to that initial
qualification by the  Employer must be returned to the Employer within one year after
the date the initial qualification is denied, but only if the  application for
qualification is made by the time prescribed by  law for filing the Employer’s
return for the taxable year in which  the Plan is adopted, or such later date as the
Secretary of the  Treasury may prescribe.




	 	 	In
the event that a contribution made by the Employer under this  Plan is conditioned on
deductibility and is not deductible under  Section 404 of the Code, the contribution, to
the extent of the  amount disallowed, must be returned to the Employer within one  year
after the deduction is disallowed.




	 	 	If
applicable, no contract will be purchased under the Plan unless  such contract or a
separate definite written agreement between the  Employer and the insurer provides that
no value under contracts  providing benefits under the Plan or credits determined by the
insurer (on account of dividends, earnings, or other experience  rating credits, or
surrender or cancellation credits) with respect  to such contracts may be paid or
returned to the Employer or  diverted to or used for other than the exclusive benefit of
the  Participants or their Beneficiaries. However, any contribution  made by the Employer
because of a mistake of fact must be returned  to the Employer within one year of the
contribution.





	3.02 	 CERTAIN ONE-TIME IRREVOCABLE ELECTIONS



	  	This
Section 3.02 of the Plan applies where the Adopting Employer has  indicated in the
nonstandardized Adoption Agreement that an Employee  may make a one-time irrevocable
election to have the Employer make  contributions to the Plan on such Employee’s
behalf. In such event, an  Employee may elect, upon the Employee’s first becoming
eligible to  participate in the Plan, to have contributions equal to a specified  amount
or percentage of the Employee’s potential Compensation made by  the Employer on the
Employee’s behalf to the Plan (and to any other  plan of the Employer) for the
duration of the Employee’s employment  with the Employer. Any contributions made
pursuant to a one-time  irrevocable election described in this Section 3.02 are not
treated as  made pursuant to a cash or deferred election, are not Elective  Deferrals and
are not includible in an Employee’s Compensation. Such  contributions shall be
treated as Employer Profit Sharing  Contributions.




	  	The
Plan Administrator shall establish such uniform and  nondiscriminatory procedures as it
deems necessary or advisable to  administer this provision.





	3.03 	 ROLLOVER CONTRIBUTIONS



	  	Unless
otherwise indicated in the Adoption Agreement, an Employee may  contribute a rollover
contribution to the Plan. The Plan Administrator  may require the Employee to certify,
either in writing or in any other  form permitted under rules promulgated by the IRS and
DOL, that the  contribution qualifies as a rollover contribution under the applicable
provisions of the Code. If it is later determined that all or part of a  rollover
contribution was ineligible to be contributed to the Plan, the  Plan Administrator shall
direct that any ineligible amounts, plus  earnings or losses attributable thereto
(determined in the manner  described in Section 7.02(B) of the Plan) be distributed from
the Plan  to the Employee as soon as administratively feasible.




	  	A
separate account shall be maintained by the Plan Administrator for  each Employee’s
rollover contributions which will be nonforfeitable at  all times. Such account will
share in the income and gains and losses  of the Fund in the manner described in Section
7.02(B) of the Plan.  Where the Adoption Agreement does not permit Employer designation
with  respect to rollover contributions, the Employer may, in a uniform and
nondiscriminatory manner, only allow Employees who have become  Participants in the Plan
to make rollover contributions.





	3.04 	 TRANSFER CONTRIBUTIONS



	  	Unless
otherwise indicated in the Adoption Agreement, the Trustee may  receive any amounts
transferred to it in the name of an Employee from  the trustee or custodian of another
plan qualified under Section 401(a)  of the Code. If it is later determined that all or
part of a transfer  contribution was ineligible to be transferred into the Plan, the Plan
Administrator shall direct that any ineligible amounts, plus earnings  or losses
attributable thereto (determined in the manner described in  Section 7.02(B) of the Plan)
be distributed from the Plan to the  Employee as soon as administratively feasible.




	  	A
separate account shall be maintained by the Plan Administrator for  each Employee’s
transfer contributions which will, if applicable, be  nonforfeitable at all times. Such
account will share in the income and  gains and losses of the Fund in the manner
described in Section 7.02(B)  of the Plan. Where the Adoption Agreement does not permit
Employer  designation with respect to transfer contributions, the Employer may,  in a
uniform and nondiscriminatory manner, only allow Employees who  have become Participants
in the Plan to make transfer contributions.  Notwithstanding the foregoing, an Employee’s
separate account  established solely on account of an event described in Section 414(l)
of the Code shall continue to be subject to the Plan’s vesting schedule  except as
otherwise provided therein. If transfers occurring on or  after January 1, 2002, are
associated with distributable events and the  Employees are eligible to receive single
sum distributions consisting  entirely of Eligible Rollover Contributions, the transfers
will be  considered Direct Rollovers.





	3.05 	 DEDUCTIBLE EMPLOYEE CONTRIBUTIONS



	  	The
Plan Administrator will not accept Deductible Employee  Contributions that are made for a
taxable year beginning after December  31, 1986. Contributions made prior to that date
will be maintained in a  separate account. The account will share in the gains and losses
of the  Fund in the same manner as described in Section 7.02(B) of the Plan.





	3.06 	 ELECTIVE DEFERRALS



	  	Each
Employee who satisfies the eligibility requirements specified in  the Adoption Agreement
for Elective Deferrals may begin making Elective  Deferrals to the Plan by enrolling as a
Contributing Participant.




 
	 	
19	 


 

 













		A. 	 Requirements To Enroll As A Contributing
      Participant - Each Employee who satisfies the eligibility requirements
      specified in the Adoption Agreement for Elective Deferrals may enroll as
      a Contributing Participant on the first Entry Date coincident with or following
      the date the Employee satisfies the eligibility requirements, or if applicable,
      the first Entry Date following the date on which the Employee returns to
      the eligible class of Employees pursuant to Section 2.03 of the Plan. A
      Participant who wishes to enroll as a Contributing Participant must deliver
      (either in writing or in any other form permitted by the IRS and the DOL)
      a salary reduction agreement (or agreement to make Nondeductible Employee
      Contributions) with the Plan Administrator except as set forth in Section
      3.06(E) of the Plan below.




	 	 	Notwithstanding
the times set forth in Section 3.06(A) of the Plan  as of which a Participant may enroll
as a Contributing  Participant, the Plan Administrator shall have the authority to
designate, in a nondiscriminatory manner, additional enrollment  times during the 12
month period beginning on the Effective Date  (or the date that Elective Deferrals may
commence, if later) in  order that an orderly first enrollment might be completed. In
addition, if the Adopting Employer has indicated in the Adoption  Agreement that
Participants may make separate deferral elections  with respect to bonuses, Participants
shall be afforded a  reasonable period of time prior to the issuance of such bonuses to
elect to defer all or part of them into the Plan. Such an election  to defer all or part
of a bonus shall be independent of any other  salary reduction agreement and shall not
constitute a modification  to any pre-existing salary reduction agreement.




	 	 	Notwithstanding
anything in this Plan to the contrary, the  Employer shall deliver Elective Deferrals to
the Trustee as soon  as such contributions can reasonably be segregated from the  general
assets of the Employer. In no event, however, shall  Elective Deferrals be delivered to
the Trustee later than the 15th  business day of the month following the month in which
the  Elective Deferrals would otherwise have been payable to a  Participant in cash or
such other period determined under rules  promulgated by the DOL.




		B. 	 Changing Elective Deferral Amounts -
      A Contributing Participant may modify his or her salary reduction agreement
      (or agreement to make Nondeductible Employee Contributions) to increase
      or decrease (within the limits placed on Elective Deferrals or Nondeductible
      Employee Contributions in the Adoption Agreement) the amount of his or her
      Compensation deferred into the Plan. Except as otherwise provided in the
      Adoption Agreement, such modification may only be made as of the first day
      of the Plan Year and the first day of the seventh month of the Plan Year,
      or as of any other more frequent date(s) if the Plan Administrator so permits
      in a uniform and nondiscriminatory manner. A Contributing Participant who
      desires to make such a modification shall complete and deliver (either in
      writing or in any other form permitted by the IRS and the DOL) a new salary
      reduction agreement (or agreement to make Nondeductible Employee Contributions
      to the Plan Administrator). The Plan Administrator may prescribe such uniform
      and nondiscriminatory rules it deems appropriate to carry out the terms
      of this Section 3.06(B) of the Plan.





		C. 	 Ceasing Elective Deferrals - Except as
      otherwise provided in the Adoption Agreement, a Participant may cease Elective
      Deferrals (or Nondeductible Employee Contributions) and thus withdraw as
      a Contributing Participant as of the first day of the Plan Year and the
      first day of the seventh month of the Plan Year or as of any other date
      if the Plan Administrator so permits in a uniform and nondiscriminatory
      manner by revoking the authorization to the Employer to make Elective Deferrals
      (or Nondeductible Employee Contributions) on his or her behalf. A Participant
      who desires to withdraw as a Contributing Participant shall give notice
      of withdrawal to the Plan Administrator at least 30 days (or such lesser
      period of days as the Plan Administrator shall permit in a uniform and nondiscriminatory
      manner) before the effective date of withdrawal. A Participant shall cease
      to be a Contributing Participant upon his or her Termination of Employment,
      or on account of termination of the Plan. Notwithstanding anything in this
      Plan to the contrary, each Employee who has entered into a salary reduction
      agreement under a SIMPLE 401(k) Plan may terminate such agreement at any
      time during the Year.





		D. 	 Return As A Contributing Participant After
      Ceasing Elective Deferrals - Except as otherwise provided in the Adoption
      Agreement, a Participant who has withdrawn as a Contributing Participant
      under Section 3.06(C) of the Plan (or because the Participant has taken
      a hardship withdrawal pursuant to Section 5.01(A)(6) of the Plan) may not
      again become a Contributing Participant until the first day of the Plan
      Year and the first day of the seventh month of the Plan Year following such
      withdrawal, unless the Plan Administrator, in a uniform and nondiscriminatory
      manner, permits withdrawing Participants to resume their status as Contributing
      Participants sooner (provided that Participants who take withdrawals pursuant
      to Section 5.01(A)(6) of the Plan shall be subject to the conditions of
      that Section).





		E. 	 Automatic Elective
      Deferrals - Each Employee who satisfies the eligibility requirements
      specified in the Adoption Agreement for Elective Deferrals will be given
      a reasonable opportunity to enroll as a Contributing Participant. Notwithstanding
      the foregoing, if the Adopting Employer has so indicated in the Adoption
      Agreement, eligible Employees who fail to provide the Employer a salary
      reduction agreement indicating either (1) their desire not to make Elective
      Deferrals, or (2) the amount or percentage of Compensation to be deferred,
      will automatically have the amount or percentage of Compensation listed
      in the Adoption Agreement withheld from their Compensation and contributed
      as an Elective Deferral. Elective Deferrals for such Contributing Participant
      shall continue at the rate specified in the Adoption Agreement until the
      Contributing Participant provides the Employer a salary reduction agreement
      (either in writing or in any other form permitted under rules promulgated
      by the IRS and DOL) to the contrary or unless the Employer reduces or ceases
      deferrals for such Participant pursuant to Section 3.13(B)(8) of the Plan.
      Contributions made pursuant to this Section 3.06(E) of the Plan shall be
      characterized as Elective Deferrals and not as Nondeductible Employee Contributions.




	  	An Employer who chooses to utilize the automatic
      Elective Deferral feature described in this Section 3.06(E) of the Plan
      shall establish uniform and nondiscriminatory procedures designed to insure
      that each eligible Employee is provided the effective opportunity to make
      a salary deferral election. Such procedures shall include, but not be limited
      to, the means by which notice will be provided to each eligible Employee
      of his or her right to complete a salary reduction agreement specifying
      a different amount or percentage of Compensation (including no Compensation)
      to be contributed to the Plan and a reasonable period for completing such
      a salary reduction agreement.





		F. 	 Elective Deferrals to a SIMPLE 401(k) Plan
      - Notwithstanding anything to the contrary, if the Employer is an Eligible
      Employer and has established a SIMPLE 401(k) Plan, each Eligible Employee
      may deliver (either in writing or in any other form permitted by the IRS
      and the DOL) a salary reduction election and have his or her Compensation
      reduced for the Year in any amount selected by the Employee subject to the
      limitation described below. The Employer will make Elective Deferral contributions
      to this Plan in the amount by which the Employee’s Compensation has
      been reduced.




	 	 	The
total  Elective Deferral contribution for the Year under this  Section 3.06(F) of the
Plan  cannot exceed $6,000 for any Employee.  To the extent permitted by law, this amount
will  be adjusted to  reflect any annual cost-of-living increases announced by the IRS.
In  addition to any 




 
	 	
20	 


 

 











	 	 	other
election periods provided under the Plan,  each Eligible Employee  in a SIMPLE 401(k)
Plan may make or modify  a salary reduction agreement during the  60-day period
immediately  preceding each January 1.




	 	 	For
the Year an Employee becomes eligible to make Elective  Deferral contributions under a
SIMPLE 401(k) Plan, the 60-day  election period requirement described above is deemed
satisfied if  the Employee may make or modify a salary reduction agreement  during a
60-day period that includes either the date the Employee  becomes eligible or the day
before.




		G. 	 SIMPLE 401(k) Notice Requirements - The
      Employer will notify each Eligible Employee prior to the 60-day election
      period described in Section 3.06(F) of the Plan that he or she can complete
      a salary reduction agreement or modify a prior salary reduction agreement
      during that period. The notification must indicate whether the Employer
      will provide the three-percent Matching Contribution or a two-percent nonelective
      contribution described in Section 3.07 of the Plan.



		H. 	 ADP Test Safe Harbor Election Periods
      - In addition to any other election periods provided under the Plan, each
      Eligible Employee may make or modify a deferral election during the 30-day
      period immediately following receipt of the notice described in section
      3.06(I). Notwithstanding the foregoing, the Employer may change the election
      periods described above pursuant to rules promulgated by the IRS.





		I. 	 ADP Test Safe Harbor Notice Requirement
      - At least 30 days, but not more than 90 days, before the beginning of the
      Plan Year, the Employer will provide each Eligible Employee a comprehensive
      notice of the Employee’s rights and obligations under the Plan, written
      in a manner calculated to be understood by the average Eligible Employee.
      If an Employee becomes eligible after the 90th day before the beginning
      of the Plan Year and does not receive the notice for that reason, the notice
      must be provided no more than 90 days before the Employee becomes eligible
      but not later than the date the Employee becomes eligible. Notwithstanding
      the foregoing, the Employer may change this notice requirement pursuant
      to rules promulgated by the IRS.







	3.07 	 MATCHING CONTRIBUTIONS



	  	The
Employer may elect to make Matching Contributions under the Plan on  behalf of Qualifying
Contributing Participants as provided in the  Adoption Agreement. To be a Qualifying
Contributing Participant for a  Plan Year, the Participant must make Elective Deferrals
(or  Nondeductible Employee Contributions, if the Employer has agreed to  match such
contributions) for the Plan Year, satisfy any age and Years  of Eligibility Service and
other requirements that are specified for  Matching Contributions in the Adoption
Agreement and also satisfy any  additional conditions set forth in the Adoption Agreement
for this  purpose. The Employer may make Matching Contributions at the same time  as it
contributes Elective Deferrals or at any other time as permitted  by law and regulation.
The proper Matching Contribution amount may be  determined by the Employer at any time
during a Plan Year, including,  but not limited to, such time as Matching Contributions
are delivered  to the Trustee.




	  	Notwithstanding
the foregoing, if an Eligible Employer has established  a SIMPLE 401(k) Plan, the
Employer will contribute a Matching  Contribution to the plan on behalf of each Employee
who makes an  Elective Deferral contribution under Section 3.06(F) of the Plan. The
amount of the Matching Contribution will be equal to the Employee’s  Elective
Deferral contribution up to a limit of three percent of the  Employee’s Compensation
for the full Year. In lieu of a Matching  Contribution to a SIMPLE 401(k) Plan, however,
the Employer may elect  to contribute a nonelective contribution of two percent of
Compensation  for the full Year for each Eligible Employee who received at least  $5,000
of Compensation (or such lesser amount as elected by the  Employer in the Adoption
Agreement) for the Year.





	3.08 	 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS



	  	This
Plan will not accept Nondeductible Employee Contributions and  Matching Contributions
thereon for Plan Years beginning after the Plan  Year in which this Plan is adopted by
the Employer. Nondeductible  Employee Contributions for Plan Years beginning after
December 31,  1986, together with any matching contributions as defined in Section
401(m) of the Code, will be limited so as to meet the nondiscrimination  test of Section
401(m) of the Code.




	  	Notwithstanding
the foregoing, if this Plan is subject to Section  401(k) of the Code and the Adopting
Employer so allows in the Adoption  Agreement, a Participant may contribute Nondeductible
Employee  Contributions to the Plan by enrolling as a Contributing Participant  pursuant
to the applicable provisions of Section 3.06 of the Plan. The  Employer shall establish
uniform and nondiscriminatory rules and  procedures for Nondeductible Employee
Contributions as it deems  necessary and advisable including, but not limited to, rules
describing  any amounts or percentages of Compensation Participants may or must
contribute to the Plan.




	  	A
separate account will be maintained by the Plan Administrator for the  Nondeductible
Employee Contributions of each Participant.





	3.09 	 QUALIFIED NONELECTIVE CONTRIBUTIONS



	  	The
Employer may elect to make Qualified Nonelective Contributions  under the Plan. The
amount of such contribution to the Plan for each  Plan Year, if any, shall be in an
amount determined by the Employer.  Unless another allocation formula is specified in the
Adoption  Agreement, Qualified Nonelective Contributions will be allocated to the
Individual Accounts of non-Highly Compensated Employees who are  Eligible Employees, in
order of each Participant’s Compensation,  beginning with the Participant with the
least amount of Compensation,  until such Participant has reached his or her Maximum
Permissible  Amount. Notwithstanding the foregoing, no allocation shall be required  in
excess of the amount required to satisfy the Actual Deferral  Percentage test, the Actual
Contribution Percentage test or both.




	  	If
the current year testing rules apply to the Plan, in lieu of  distributing Excess
Contributions or Excess Aggregate Contributions as  provided in Sections 5.16 and 5.17 of
the Plan, the Employer may, if  permitted in the Adoption Agreement, use all or any
portion of the  Qualified Nonelective Contributions to satisfy either the Actual
Deferral Percentage test or the Actual Contribution Percentage test,,  or both, pursuant
to regulations under the Code. If the prior year  testing rules apply to the Plan and the
Employer uses Qualified  Nonelective Contributions to satisfy either the Actual Deferral
Percentage test or the Actual Contribution Percentage test, or both,  all Qualified
Nonelective Contributions must be used for purposes of  such tests.





	3.10 	 QUALIFIED MATCHING CONTRIBUTIONS



	  	The
Employer may elect to make Qualified Matching Contributions under  the Plan. Unless
specified otherwise in the Adoption Agreement, the  amount of such contribution to the
Plan for each Plan Year, if any,  shall be in an amount determined by the Employer. In
addition, in lieu  of distributing Excess Contributions or Excess Aggregate Contributions
as provided in Sections 5.16 and 5.17 of the Plan, the Employer may use 




 
	 	
21	 


 

 











	  	Qualified
Matching Contributions to satisfy either the Actual Deferral  Percentage test or the
Actual Contribution Percentage test, or both,  pursuant to regulations under the Code.




	  	Unless
another allocation formula is specified in the Adoption  Agreement, Qualified Matching
Contributions, if made, shall be in an  amount equal to that percentage of the Elective
Deferrals of each  non-Highly Compensated Employee which would be sufficient to cause the
Plan to satisfy the Actual Contribution Percentage test and/or the  Actual Deferral
Percentage test, as applicable.




	  	Notwithstanding
anything in this Section to the contrary, all or any  portion of the Qualified Matching
Contributions may be included in the  ADP and ACP tests if the Employer has elected to
use the current year  testing rules. If the prior year testing rules apply to the Plan
and  the Employer uses Qualified Matching Contributions to satisfy either  the ADP or ACP
test, or both, all Qualified Matching Contributions must  be used for purposes of such
tests.





	3.11 	 OTHER LIMITATIONS ON SIMPLE 401(K) CONTRIBUTIONS



	  	If
the Employer has established a SIMPLE 401(k) Plan, no Employer or  Employee contributions
may be made to this Plan for the Year other than  Elective Deferrals described in Section
3.06(F) of the Plan, Matching  or nonelective contributions described in Section 3.07 of
the Plan and  rollover contributions described in Section 3.03 of the Plan.





	3.12 	 LIMITATION ON ALLOCATIONS



		A. 	 If
the Participant does not participate in, and has never  participated in another qualified
plan maintained by the Employer,  a welfare benefit fund (as defined in Section 419(e) of
the Code)  maintained by the Employer, an individual medical account (as  defined in
Section 415(l)(2) of the Code), or a simplified  employee pension plan (as defined in
Section 408(k) of the Code)  maintained by the Employer, which provides an Annual
Addition as  defined in the Definitions Section of the Plan, the following  rules shall
apply.




			1. 	 The
amount of Annual Additions which may be credited to the  Participant’s Individual
Account for any Limitation Year will  not exceed the lesser of the Maximum Permissible
Amount or any  other limitation contained in this Plan. If the Employer  Contribution
that would otherwise be contributed or allocated  to the Participant’s Individual
Account would cause the Annual  Additions for the Limitation Year to exceed the Maximum
Permissible Amount, the amount contributed or allocated will  be reduced so that the
Annual Additions for the Limitation  Year will equal the Maximum Permissible Amount.




			2. 	 Prior
to determining the Participant’s actual Compensation for  the Limitation Year, the
Employer may determine the Maximum  Permissible Amount for a Participant on the basis of
a  reasonable estimate of the Participant’s Compensation for the  Limitation Year,
uniformly determined for all Participants  similarly situated.




			3. 	 As
soon as is administratively feasible after the end of the  Limitation Year, the Maximum
Permissible Amount for the  Limitation Year will be determined on the basis of the
Participant’s actual Compensation for the Limitation Year.




			4. 	 If
pursuant to Section 3.12(A)(3) of the Plan or as a result  of the allocation of
Forfeitures or a reasonable error in  determining a Participant’s maximum Elective
Deferral or any  other circumstance permitted under rules promulgated by the  IRS, there
is an Excess Annual Additions, the excess will be  disposed of as follows.




				a. 	 Profit Sharing Plan - If this Plan is
      a profit sharing plan, the Excess Annual Additions shall be deemed Forfeitures
      and shall be allocated in accordance with Section 3.01(C) of the Plan to
      all Qualifying Participants that have not reached their Annual Additions
      limit. If all Qualifying Participants have reached their Annual Additions
      limit before all Excess Annual Additions have been allocated, the remaining
      amount will be held unallocated in a suspense account. The suspense account
      will be applied to reduce future Employer Contributions (including allocation
      of any Forfeitures) for all remaining Participants in the next Limitation
      Year, and each succeeding Limitation Year if necessary.




				b. 	 Money Purchase Pension Plan or Target Benefit
      Plan - If this Plan is either a money purchase pension plan or a target
      benefit plan, Excess Annual Additions shall be held, unallocated, in a suspense
      account. The suspense account shall be used to offset future Employer Contributions
      made to Qualifying Participants in the next Limitation Year and succeeding
      Limitation Years if necessary.




				c. 	 401(k) Profit Sharing Plan - If this
      Plan is a 401(k) profit sharing plan, any Nondeductible Employee Contributions
      and Elective Deferrals, plus any income allocable thereto, shall be distributed
      to the Participant to the extent they would reduce the Excess Annual Additions.
      Income allocable to such Excess Annual Additions shall be computed in a
      manner consistent with the manner described in Section 7.02(B) of the Plan
      (i.e. the usual manner used by the Plan Administrator for allocating income
      or loss to Participants’ Individual Accounts);




	 				If,
after distributing Nondeductible Employee  Contributions (including any earnings thereon)
and  Elective Deferrals (including any earnings thereon),  Excess Annual Additions still
exist, the Excess Annual  Additions attributable to Employer Profit Sharing
Contributions shall be deemed Forfeitures and shall be  allocated in accordance with
Section 3.01(C) of the Plan  to all Qualifying Participants that have not reached their
Annual Additions limit. If all Qualifying Participants  have reached their Annual
Additions limit before all  Excess Annual Additions have been allocated, the remaining
amount will be held unallocated in a suspense account. The  suspense account will be
applied to reduce future Employer  Contributions (including allocation of any
Forfeitures)  for all remaining Participants in the next Limitation  Year, and each
succeeding Limitation Year if necessary.




	 		 	If
a suspense account is in existence at any time during a  Limitation Year pursuant to this
Section 3.12 of the Plan, it  will participate in the allocation of the Fund’s
investment  gains and losses. If a suspense account is in existence at any  time during a
particular Limitation Year, all amounts in the  suspense account must be allocated and
reallocated to  Participants’ Individual Accounts before any Employer  Contributions
or any Nondeductible Employee Contributions may  be made to the Plan for that Limitation
Year. Excess Annual  Additions may not be distributed to Participants or former
Participants.




 
	 	
22	 


 

 











		B. 	 This
section applies if the Employer maintains or ever maintained  another qualified plan
(other than a paired standardized money  purchase pension plan using the same Basic Plan
Document as this  Plan) in which any Participant in this Plan is (or was) a  Participant
or could become a Participant. This section also  applies if the Employer maintains a
welfare benefit fund (as  defined in Section 419(e) of the Code), or an individual
medical  account (as defined in Section 415(l)(2) of the Code), under which  amounts are
treated as Annual Additions with respect to any  Participant in this Plan.




			1. 	 If,
in addition to this Plan, the Participant is covered under  another qualified master or
prototype defined contribution  plan maintained by the Employer, a welfare benefit fund
maintained by the Employer, an individual medical account  maintained by the Employer, or
a simplified employee pension  plan maintained by the Employer that provides an Annual
Addition as defined in the Definitions Section of the Plan  during any Limitation Year,
the following rules apply.




				a. 	 The
Annual Additions which may be credited to a  Participant’s Individual Account under
this Plan for any  such Limitation Year will not exceed the Maximum  Permissible Amount
reduced by the Annual Additions  credited to a Participant under the other qualified
Master  or Prototype Plans, welfare benefit funds, individual  medical accounts and
simplified employee pension plans for  the same Limitation Year. If the Annual Additions
with  respect to the Participant under other qualified master or  prototype defined
contribution plans, welfare benefit  funds, individual medical accounts and simplified
employee  pension plans maintained by the Employer are less than the  Maximum Permissible
Amount and the Employer Contribution  that would otherwise be contributed or allocated to
the  Participant’s Individual Account under this Plan would  cause the Annual
Additions for the Limitation Year to  exceed this limitation, the amount contributed or
allocated will be reduced so that the Annual Additions  under all such plans and funds
for the Limitation Year  will equal the Maximum Permissible Amount. If the Annual
Additions with respect to the Participant under such other  qualified master or prototype
defined contribution plans,  welfare benefit funds, individual medical accounts and
simplified employee pension plans in the aggregate are  equal to or greater than the
Maximum Permissible Amount,  no amount will be contributed or allocated to the
Participant’s Individual Account under this Plan for the  Limitation Year.




				b. 	 Prior
to determining the Participant’s actual Compensation  for the Limitation Year, the
Employer may determine the  Maximum Permissible Amount for a Participant in the manner
described in Section 3.12(A)(2) of the Plan.




				c. 	 As
soon as is administratively feasible after the end of  the Limitation Year, the Maximum
Permissible Amount for  the Limitation Year will be determined on the basis of the
Participant’s actual Compensation for the Limitation Year.




				d. 	 If,
pursuant to Section 3.12(B)(1)(c) of the Plan or as a  result of the allocation of
Forfeitures or a reasonable  error in determining a Participant’s Elective Deferral
or  any other circumstance permitted under rules promulgated  by the IRS a Participant’s
Annual Additions under this  Plan and such other plans would result in an Excess Annual
Additions for a Limitation Year, the Excess Annual  Additions will be deemed to consist
of the Annual  Additions last allocated, except that Annual Additions  attributable to a
simplified employee pension plan will be  deemed to have been allocated first, followed
by Annual  Additions to a welfare benefit fund or individual medical  account, regardless
of the actual allocation date.




				e. 	 If
Excess Annual Additions were allocated to a Participant  on an allocation date of this
Plan which coincides with an  allocation date of another plan, the Excess Annual
Additions attributed to this Plan will be the product of.




					(i) 	the
total Excess Annual Additions allocated as of such  date, times




					(ii) 	the
ratio of (i) the Annual Additions allocated to  the Participant for the Limitation Year
as of such  date under this Plan to (ii) the total Annual  Additions allocated to the
Participant for the  Limitation Year as of such date under this and all  the other
qualified prototype defined contribution  plans.




				f. 	 Any
Excess Annual Additions attributed to this Plan will  be disposed of in the manner
described in Section  3.12(A)(4) of the Plan.




			2. 	 If
the Participant is covered under another qualified defined  contribution plan maintained
by the Employer, other than a  Master or Prototype Plan, the provisions of Section
3.12(B)(1)(a) through 3.12(B)(1)(f) of the Plan will apply as  if the other plan were a
Master or Prototype Plan. In the  event this method is unadministerable due to
conflicting  language in the other plan, the Employer must provide, via a  written
addendum to the Plan, the method under which the plans  will limit total Annual Additions
to the Maximum Permissible  Amount, and will properly reduce any Excess Annual Additions,
in a manner that precludes Employer discretion.




			3. 	 For
Limitation Years beginning before January 1, 2000, if the  Participant is or has ever
been a participant in a defined  benefit plan maintained by the Employer, the following
rule  shall apply with respect to satisfying the 1.0 limitation of  Section 415(e) of the
Code. If the projected Annual Addition  to this Plan to the account of a Participant for
any  Limitation Year would cause the 1.0 limitation of Section  415(e) of the Code to be
exceeded, the annual benefit of the  defined benefit plan for such Limitation Year shall
be reduced  so that the 1.0 limitation shall be satisfied. If it is not  possible to
reduce the annual benefit of the defined benefit  plan and the projected Annual Addition
to this Plan to the  account of a Participant for a Limitation Year would cause the  1.0
limitation to be exceeded, the Employer shall reduce the  Employer Contribution which is
to be allocated to this Plan on  behalf of such Participant so that the 1.0 limitation
will be  satisfied. (The provisions of Section 415(e) of the Code are  incorporated
herein by reference under the authority of  Section 1106(h) of the Tax Reform Act of
1986.) As an  alternative, the Employer may provide, in the Adoption  Agreement,
alternative language which will satisfy the 1.0  limitation. Such alternative language
must preclude Employer  discretion.




	 		 	Notwithstanding
the foregoing, this Section 3.12(B)(3) of the  Plan shall not apply to Plan Years
beginning or after January  1, 2000.




		C. 	 The
provisions of this Section 3.12 of the Plan shall apply to SIMPLE 401(k) contributions
made pursuant to Sections  3.06(F) and 3.07 of the Plan.





	3.13 	 ACTUAL DEFERRAL PERCENTAGE TEST (ADP)



		A. 	 Limits on Highly Compensated Employees
      - The Actual Deferral Percentage (hereinafter “ADP”) for Participants
      who are Highly Compensated Employees for each Plan Year and the ADP for
      Participants who are non-Highly Compensated Employees for the same Plan
      Year must satisfy one of the following tests.




 
	 	
23	 


 

 











			1. 	 The
ADP for Participants who are Highly Compensated Employees  for the Plan Year shall not
exceed the ADP for Participants  who are non-Highly Compensated Employees for the same
Plan  Year multiplied by 1.25; or




			2. 	 The
ADP for Participants who are Highly Compensated Employees  for the Plan Year shall not
exceed the ADP for Participants  who are non-Highly Compensated Employees for the same
Plan  Year multiplied by 2.0 provided that the ADP for Participants  who are Highly
Compensated Employees does not exceed the ADP  for Participants who are non-Highly
Compensated Employees by  more than two percentage points.




	 		 	Effective
for Plan Years beginning on or after January 1,  1997, the Plan must satisfy the ADP test
using either the  prior year testing or current year testing requirements  described
below. Notwithstanding the foregoing, the prior year  testing method described below will
apply to this Plan unless  otherwise elected by the Employer.




			3. 	 Prior
Year Testing



	 		 	The
ADP for a Plan Year for Participants who are Highly  Compensated Employees for each Plan
Year and the prior year’s  ADP for Participants who were non-Highly Compensated
Employees  for the prior Plan Year must satisfy one of the following  tests.




				a. 	 The
ADP for a Plan Year for Participants who are Highly  Compensated Employees for the  Plan
Year shall not exceed  the prior year’s ADP for Participants who were  non-Highly
Compensated Employees for the prior Plan Year multiplied  by 1.25; or




				b. 	 The
ADP for a Plan Year for Participants who are Highly  Compensated Employees for the  Plan
Year shall not exceed  the prior year’s ADP for Participants who were  non-Highly
Compensated Employees for the prior Plan Year multiplied  by 2.0, provided  that the ADP
for Participants who are  Highly Compensated Employees does not exceed the  ADP for
Participants who were non-Highly Compensated Employees in  the prior Plan Year  by more
than two percentage points.




	 		 	For
the first Plan Year the Plan permits any Participant to  make Elective Deferrals and this
is not a successor Plan, for  purposes of the foregoing tests, the prior year’s
non-Highly  Compensated Employees’ ADP shall be three percent unless the  Adopting
Employer has elected in the Adoption Agreement to use  the actual Plan Year’s ADP
for these Participants.




			4. 	 Current
Year Testing



	 		 	If
the Plan is amended by the Employer to implement current  year testing, the ADP tests in
(a) and (b) above will be  applied by comparing the current Plan Year’s ADP for
Participants who are Highly Compensated Employees with the  current Plan Year’s ADP
for Participants who are non-Highly  Compensated Employees. Once made, this election can
only be  changed if the Plan meets the requirements for changing to  prior year testing
set forth in IRS Notice 98-1 (or subsequent  guidance provided by the IRS).




	 		 	Notwithstanding
the foregoing, the Plan shall be treated as  meeting the ADP test if, within a reasonable
period before any  Plan Year, each Participant eligible to participate is given a  notice
(either in writing or in any other form permitted by  Treasury regulations or other rules
promulgated by the IRS)  which satisfies the requirements of Section 401(k)(12)(D) of
the Code and the Employer makes Matching Contributions or  nonelective contributions
pursuant to Sections 401(k)(12)(B)  and (C) of the Code respectively.




		B. 	 Special
Rules




			1. 	 A
Participant is a Highly Compensated Employee for a  particular Plan Year if he or she
meets the definition of a  Highly Compensated Employee in effect for that Plan Year.
Similarly, a Participant is a non-Highly Compensated Employee  for a particular Plan Year
if he or she does not meet the  definition of a Highly Compensated Employee in effect for
that  Plan Year.




			2. 	 The
ADP for any Participant who is a Highly Compensated  Employee for the Plan Year and who
is eligible to have  Elective Deferrals (and Qualified Nonelective Contributions or
Qualified Matching Contributions, or both, if treated as  Elective Deferrals for purposes
of the ADP test) allocated to  his or her Individual Accounts under two or more
arrangements  described in Section 401(k) of the Code, that are maintained  by the
Employer, shall be determined as if such Elective  Deferrals (and, if applicable, such
Qualified Nonelective  Contributions or Qualified Matching Contributions, or both)  were
made under a single arrangement. If a Highly Compensated  Employee participates in two or
more cash or deferred  arrangements that have different Plan Years, all cash or  deferred
arrangements ending with or within the same calendar  year shall be treated as a single
arrangement. Notwithstanding  the foregoing, certain plans shall be treated as separate
if  mandatorily disaggregated under regulations under Section  401(k) of the Code.




			3. 	 In
the event that this Plan satisfies the requirements of  Sections 401(k), 401(a)(4), or
410(b) of the Code only if  aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of such sections of the  Code only if aggregated
with this Plan, then this Section  3.13(B)(3) of the Plan shall be applied by determining
the ADP  of Participants as if all such Plans were a single Plan. Any  adjustments to the
non-Highly Compensated Employee ADP for the  prior year will be made in accordance with
IRS Notice 98-1 and  any subsequent guidance provided by the IRS, unless the  Adopting
Employer has elected in the Adoption Agreement to use  the current year testing method.
Plans may be aggregated in  order to satisfy Section 401(k) of the Code only if they have
the same Plan Year and use the same ADP testing method.




			4. 	 For
purposes of determining the ADP test, Elective Deferrals,  Qualified Nonelective
Contributions and Qualified Matching  Contributions must be made before the end of the 12
month  period immediately following the Plan Year to which  contributions relate.




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




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




 
	 	
24	 


 

 











			7. 	 If
the Employer elects to take Qualified Matching  Contributions into account as Elective
Deferrals for purposes  of the ADP test, then (subject to such other requirements as  may
be prescribed by the Secretary of the Treasury) the  Employer may elect, in a uniform and
nondiscriminatory manner,  to either include all Qualified Matching Contributions in the
ADP test or to include only the amount of such Qualified  Matching Contributions that are
needed to meet the ADP test.




			8. 	 In
the event that the Plan Administrator determines that it is  not likely that the ADP test
will be satisfied for a  particular Plan Year unless certain steps are taken prior to
the end of such Plan Year, the Plan Administrator may require  Contributing Participants
who are Highly Compensated Employees  to reduce or cease future Elective Deferrals for
such Plan  Year in order to satisfy that requirement. Said reduction  shall also be
required by the Plan Administrator in the event  that the Plan Administrator anticipates
that the Employer will  not be able to deduct all Employer Contributions from its  income
for Federal income tax purposes. If the Plan  Administrator requires Contributing
Participants to reduce or  cease making Elective Deferrals under this paragraph, the
reduction or cessation shall begin with the Highly Compensated  Employee with the largest
amount of Elective Deferrals for the  Plan Year on the date on which it is determined
that the ADP  test will not likely be satisfied. All remaining Highly  Compensated
Employees’ Elective Deferrals for the Plan Year  shall be limited to such amount.
Notwithstanding the  foregoing, if it is later determined that the ADP test for the  Plan
Year will be satisfied, Highly Compensated Employees  shall be permitted to enroll as
Contributing Participants in  accordance with the terms of the Plan.




		C. 	 Notwithstanding
the foregoing, the ADP test described above is  treated as satisfied for any Year in
which an Eligible Employer  maintains this Plan as a SIMPLE 401(k) Plan.





	3.14 	 LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
      AND MATCHING CONTRIBUTIONS




		A. 	 Limits on Highly Compensated Employees
      - The Average Contribution Percentage (hereinafter “ACP”) for
      Participants who are Highly Compensated Employees for each Plan Year and
      the ACP for Participants who are non-Highly Compensated Employees for the
      same Plan Year must satisfy one of the following tests.




			1. 	 The
ACP for Participants who are Highly Compensated Employees  for the Plan Year shall not
exceed the ACP for Participants  who are non-Highly Compensated Employees for the same
Plan  Year multiplied by 1.25; or




			2. 	 The
ACP for Participants who are Highly Compensated Employees  for the Plan Year shall not
exceed the ACP for Participants  who are non-Highly Compensated Employees for the same
Plan  Year multiplied by 2.0, provided that the ACP for the  Participants who are Highly
Compensated Employees does not  exceed the ACP for Participants who are non-Highly
Compensated  Employees by more than two percentage points.




	 		 	Effective
for Plan Years beginning on or after January 1,  1997, the Plan must satisfy the ACP test
using either the  prior year testing or current year testing requirements  described
below. Notwithstanding the foregoing, the prior year  testing method described below will
apply to this Plan unless  otherwise elected in the Adoption Agreement by the Adopting
Employer.




	 		 	Prior
Year Testing



	 		 	The
ACP for a Plan Year for Participants who are Highly  Compensated Employees for each Plan
Year and the prior year’s  ACP for Participants who were non-Highly Compensated
Employees  for the prior Plan Year must satisfy one of the following  tests.




				a. 	 The
ACP for a Plan Year for Participants who are Highly  Compensated Employees for the  Plan
Year shall not exceed  the prior year’s ACP for Participants who were  non-Highly
Compensated Employees for the prior Plan Year multiplied  by 1.25; or




				b. 	 The
ACP for a Plan Year for Participants who are Highly  Compensated Employees for the  Plan
Year shall not exceed  the prior year’s ACP for Participants who were  non-Highly
Compensated Employees for the prior Plan Year multiplied  by 2.0, provided  that the ACP
for Participants who are  Highly Compensated Employees does not exceed the  ACP for
Participants who were non-Highly Compensated Employees in  the prior Plan Year  by more
than two percentage points.




	 		 	For
the first Plan Year, if this Plan permits any Participant  to make Nondeductible Employee
Contributions, provides for  Matching Contributions or both, and this is not a successor
Plan, for purposes of the foregoing tests, the prior year’s  non-Highly Compensated
Employees’ ACP shall be three percent  unless the Employer has elected to use the
Plan Year’s ACP for  these Participants.




	 		 	Current
Year Testing



	 		 	If
the Plan is amended by the Adopting Employer to implement  current year testing, the ACP
tests in (a) and (b), above,  will be applied by comparing the current Plan Year’s
ACP for  Participants who are Highly Compensated Employees for each  Plan Year with the
current Plan Year’s ACP for Participants  who are non-Highly Compensated Employees.
Once made, this  election can only be changed if the Plan meets the  requirements for
changing to prior year testing set forth in  Notice 98-1 (or additional guidance provided
by the IRS).





		B. 	 Special Rules




			1. 	 A
Participant is a Highly Compensated Employee for a  particular Plan Year if he or she
meets the definition of a  Highly Compensated Employee in effect for that Plan Year.
Similarly, a Participant is a non-Highly Compensated Employee  for a particular Plan Year
if he or she does not meet the  definition of a Highly Compensated Employee in effect for
that  Plan Year.




			2. 	 Multiple
Use: Effective for Plan Years beginning on or after  January 1, 1997, if one or more
Highly Compensated Employees  participate in both a cash or deferred arrangement (CODA)
and  a Plan subject to the ACP test maintained by the Employer, and  the sum of the ADP
and ACP of those Highly Compensated  Employees subject to either or both tests exceeds
the  Aggregate Limit, then the ACP of those Highly Compensated  Employees who also
participate in a CODA will be reduced in  the manner described in Section Five of the
Plan so that the  limit is not exceeded. The amount by which each Highly  Compensated
Employee’s Contribution Percentage Amounts is  reduced shall be treated as an Excess
Aggregate Contribution.  The ADP and ACP of the Highly Compensated Employees are
determined after any corrections required to meet the ADP and  ACP tests and are deemed
to be the maximum permitted under  such tests 




 
	 	
25	 


 

 











	 		 	for
the Plan Year. Multiple use does not  occur if  either the ADP and ACP of the Highly
Compensated Employees  does not exceed  1.25 multiplied by the ADP and ACP of the
non-Highly Compensated Employees.




			3. 	 For
purposes of this Section 3.14 of the Plan, the  Contribution Percentage for any
Participant who is a Highly  Compensated Employee and who is eligible to have
Contribution  Percentage Amounts allocated to his or her Individual Account  under two or
more plans described in Section 401(a) of the  Code, or arrangements described in Section
401(k) of the Code  that are maintained by the Employer, shall be determined as if  the
total of such Contribution Percentage Amounts was made  under each plan. If a Highly
Compensated Employee participates  in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending  with or within the same
calendar year shall be treated as a  single arrangement. Notwithstanding the foregoing,
certain  plans shall be treated as separate if mandatorily  disaggregated under
regulations under Section 401(m) of the  Code.




			4. 	 In
the event that this Plan satisfies the requirements of  Sections 401(m), 401(a)(4) or
410(b) of the Code only if  aggregated with one or more other Plans, or if one or more
other Plans satisfy the requirements of such sections of the  Code only if aggregated
with this Plan, then this section  shall be applied by determining the Contribution
Percentage of  Employees as if all such Plans were a single Plan. Any  adjustments to the
non-Highly Compensated Employee ACP for the  prior year will be made in accordance with
IRS Notice 98-1 and  any additional guidance issued by the IRS, unless the Employer  has
elected to use the current year testing method. Plans may  be aggregated in order to
satisfy Section 401(m) of the Code  only if they have the same Plan Year and use the same
ACP  testing method.




			5. 	 For
purposes of determining the Contribution Percentage test,  Nondeductible Employee
Contributions are considered to have  been made in the Plan Year in which contributed to
the Fund.  Matching Contributions and Qualified Nonelective Contributions  will be
considered made for a Plan Year if made no later than  the end of the 12 month period
beginning on the day after the  close of the Plan Year.




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




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




			8. 	 If
the Employer elects to take Qualified Nonelective  Contributions into account as
Contribution Percentage Amounts  for purposes of the ACP test, then (subject to such
other  requirements as may be prescribed by the Secretary of the  Treasury) the Employer
may elect, in a uniform and  nondiscriminatory manner, to either include all Qualified
Nonelective Contributions in the ACP test or to include only  the amount of such
Qualified Nonelective Contributions that  are needed to meet the ACP test.




			9. 	 If
the Employer elects to take Elective Deferrals into account  as Contribution Percentage
Amounts for purposes of the ACP  test, then (subject to such other requirements as may be
prescribed by the Secretary of the Treasury) the Employer may  elect, in a uniform and
nondiscriminatory manner, to either  include all Elective Deferrals in the ACP test or to
include  only the amount of such Elective Deferrals that are needed to  meet the ACP test.




		C. 	 Notwithstanding
the foregoing, the ACP test described above is  treated as satisfied for any Year in
which an Eligible Employer  maintains this Plan as a SIMPLE 401(k) Plan.




	3.15 	 SAFE
HARBOR CODA



	  	The
provisions of this Section 3.15 may only be applied to Plan Years  beginning on or after
January 1, 1999.




		A. 	 ADP
Test Safe Harbor Contributions




	 	 	Unless
the Adopting Employer elects in the Adoption Agreement to  make Enhanced Matching
Contributions or Safe Harbor Nonelective  Contributions, the Employer will contribute for
the Plan Year a  Safe Harbor Matching Contribution to the Plan on behalf of each
Eligible Employee equal to (i) 100 percent of the amount of the  Employee’s Elective
Deferrals that do not exceed three percent of  the Employee’s Compensation for the
Plan Year, plus (ii) 50  percent of the amount of the Employee’s Elective Deferrals
that  exceed three percent of the Employee’s Compensation but that do  not exceed
five percent of the Employee’s Compensation (“Basic  Matching Contributions”).
Notwithstanding the foregoing, if the  Adopting Employer so provides in the Adoption
Agreement, the ADP  Test Safe Harbor Contributions will be made to the defined
contribution plan indicated in the Adoption Agreement. However,  such contributions will
be made to this Plan unless (i) each  Eligible Employee under this Plan is also eligible
under the other  plan and (ii) the other plan has the same Plan Year as this Plan.




	 	 	In
addition, such contributions cannot be made with regard to  permitted disparity under
Section 401(1) of the Code.




		B. 	 ACP
Test Safe Harbor Matching Contributions




	 	 	In
addition to the ADP Test Safe Harbor Contributions described in  the Definition Section
of the Plan, the Employer will make the ACP  Test Safe Harbor Matching Contributions, if
any, indicated in the  Adoption Agreement for the Plan Year.




	
      

      SECTION FOUR: VESTING AND FORFEITURES
      

    





	4.01 	 DISTRIBUTIONS TO PARTICIPANTS



		A. 	 Determining the Vested Portion - In determining
      the Vested portion of a Participant’s Individual Account, the following
      rules apply.




			1. 	 Employer Contributions and Forfeitures
      - The Vested portion of a Participant’s Individual Account derived
      from Employer Contributions and Forfeitures is determined by applying the
      vesting schedule selected in the Adoption Agreement (or the vesting schedule
      described in Section 4.01(B) of the Plan if the Plan is a Top-Heavy Plan).
      In the event that there is not a vesting schedule option provided in the
      Adoption Agreement, a Participant shall be fully Vested in his or her Individual
      Account at all times.




 
	 	
26	 


 

 











			2. 	 Other Contributions - A Participant is
      fully Vested in his or her rollover contributions and transfer contributions,
      Deductible Employee Contributions and Nondeductible Employee Contributions
      and any earnings thereon. No Forfeiture will occur solely as a result of
      an Employee’s withdrawal of such contributions.




			3. 	 Fully Vested Under Certain Circumstances
      - A Participant is fully Vested in his or her Individual Account if any
      of the following occurs:




				a. 	the
Participant reaches Normal Retirement Age;




				b. 	the
Plan is terminated or partially terminated as defined  by rules promulgated by the IRS; or




				c. 	there
exists a complete discontinuance of contributions  under the Plan.




	 		 	Further,
unless otherwise indicated in the Adoption Agreement,  a Participant is fully Vested if
the Participant dies, incurs  a Disability, or satisfies the conditions for Early
Retirement  Age (if applicable). Notwithstanding the foregoing, the  portion of a
Participant’s Individual Account attributable to  Employer Profit Sharing
Contributions, Employer Money Purchase  Pension Contributions or Employer Target Benefit
Pension  Contributions which are made based on his or her imputed  Compensation on
account of incurring a Disability shall be  fully Vested at all times. In the case of a
partial  termination, only those Participants who are affected by the  partial
termination of the Plan shall become fully Vested.




			4. 	 Participants in a Prior Plan - If a Participant
      was a participant in a Prior Plan on the Effective Date, his or her Vested
      percentage shall not be less than it would have been under such Prior Plan
      as computed on the Effective Date.




			5. 	 SIMPLE 401(k) Exception - Notwithstanding
      anything in this Plan to the contrary, all benefits attributable to contributions
      described in Section 3.06(F) and 3.07 of the Plan are nonforfeitable at
      all times, and all previous contributions made under the Plan are nonforfeitable
      as of the beginning of the Year in which the SIMPLE 401(k) Plan is adopted.




			6. 	 ADP Test Safe Harbor Contribution Exception
      - Notwithstanding anything in this Plan to the contrary, all benefits attributable
      to ADP Test Safe Harbor Contributions shall be nonforfeitable at all times.




			7. 	 ACP Test Safe Harbor Matching Contributions
      - Notwithstanding anything in this Plan to the contrary, ACP Safe Harbor
      Matching Contributions will be Vested as indicated in the Adoption Agreement,
      but, in any event, such contributions shall be fully Vested at Normal Retirement
      Age, upon the complete or partial termination of the Plan, or upon the complete
      discontinuance of Employer Contributions. Forfeitures of non-Vested ACP
      Test Safe Harbor Matching Contributions will be used to reduce the Employer’s
      Contribution.




			8. 	 Government Contract Contributions - Notwithstanding
      anything in this Plan to the contrary, contributions made by an Employer
      pursuant to Section 3.01(B)(3) of the Plan shall be nonforfeitable at all
      times.





	 		A Participant shall
      not be fully Vested in his or her Individual Account solely on account of
      a transaction described in Section 414(l) of the Code except as otherwise
      provided therein.




		B. 	 Minimum Vesting Schedule for Top-Heavy Plans
      - The following vesting provisions apply for any Plan Year in which this
      Plan is a Top-Heavy Plan.




	 	 	Notwithstanding
the other provisions of this Section 4.01 of the  Plan or the non-top heavy vesting
schedule selected (either  affirmatively or by default) in the Adoption Agreement (unless
those provisions or that schedule provide for more rapid vesting),  unless elected
otherwise in the Adoption Agreement, a  Participant’s Vested portion of his or her
Individual Account  attributable to Employer Contributions and Forfeitures shall be
determined in accordance with the vesting schedule described  below, provided that if the
Adopting Employer elected a graded  non-top-heavy vesting schedule in the Adoption
Agreement, the six  year graded schedule described below shall apply, and if the
Adopting Employer elected a cliff non-top-heavy vesting schedule  in the Adoption
Agreement, the three year cliff schedule described  below shall apply.





	
                  

    	
      SIX YEAR GRADED

    		
      THREE YEAR CLIFF

    	
                 

    
	
       

    	
      Years of 

        Vesting Service

    	
      Vested 

        Percentage

    	 	
      Years of 

        Vesting Service

    	
      Vested 

        Percentage

    	
       

    
	
       

    	
      

    	
      

    	 	
      

    	
      

    	
       

    
	
       

    	
      1

    	 	
      0

    	 	 	
      1

    	 	
      0

    	 	
       

    
	
       

    	
      2

    	 	
      20

    	 	 	
      2

    	 	
      0

    	 	
       

    
	
       

    	
      3

    	 	
      40

    	 	 	
      3

    	 	
      100

    	 	
       

    
	
       

    	
      4

    	 	
      60

    	 	 	
       

    	 	
       

    	 	
       

    
	
       

    	
      5

    	 	
      80

    	 	 	
       

    	 	
       

    	 	
       

    
	
       

    	
      6

    	 	
      100

    	 	 	
       

    	 	
       

    	 	
       

    



	 	 	This
minimum vesting schedule applies to all benefits within the  meaning of Section 411(a)(7)
of the Code, except those  attributable to Nondeductible Employee Contributions including
benefits accrued before the effective date of Section 416 of the  Code and benefits
accrued before the Plan became a Top-Heavy Plan.  Further, no decrease in a Participant’s
Vested percentage may  occur in the event the Plan’s status as a Top-Heavy Plan
changes  for any Plan Year. However, this Section 4.01(B) of the Plan does  not apply to
the Individual Account of any Employee who does not  have an Hour of Service after the
Plan has initially become a  Top-Heavy Plan and such Employee’s Individual Account
attributable  to Employer Contributions and Forfeitures will be determined  without
regard to this Section 4.01(B) of the Plan.




	 	 	If
this Plan ceases to be a Top-Heavy Plan, then in accordance  with the above restrictions,
the vesting schedule as selected in  the Adoption Agreement will govern. If the vesting
schedule under  the Plan shifts in or out of top-heavy status, such shift is an
amendment to the vesting schedule and the election in Section  7.06(D) of the Plan
applies.




		C. 	 Termination of Employment - If a Participant
      incurs a Termination of Employment, any portion of his or her Individual
      Account which is not Vested shall be held in a suspense account. Such suspense
      account shall share in any increase or decrease in the fair market value
      of the assets of the Fund in accordance with Section 7.02(B) of the Plan.
      The disposition of such suspense account shall be as follows.




 
	 	
27	 


 

 











			1. 	 Cash-out
of Certain Terminated Participants - If the value of  the Vested portion of such
terminated Participant’s Individual  Account does not exceed $5,000, the Participant
shall receive  a distribution of the entire Vested portion of such Individual  Account.
For Plan Years beginning on or before August 5, 1997,  $3,500 shall be substituted for
$5,000 in the preceding  sentence. The portion which is not Vested shall be treated as  a
Forfeiture and applied in accordance with Section 3.01(C) of  the Plan. For purposes of
this Section, if the value of the  Vested portion of a Participant’s Individual
Account is zero,  the Participant shall be deemed to have received a  distribution of
such Vested Individual Account. A  Participant’s Vested Individual Account balance
shall not  include accumulated deductible employee contributions within  the meaning of
Section 72(o)(5)(B) of the Code for Plan Years  beginning prior to January 1, 1989.




			2. 	 Terminated
Participants Who Elect to Receive Distributions -  If such terminated Participant elects
to receive a  distribution of the Vested portion of his or her Individual  Account in
accordance with Section 5.02(B) of the Plan, the  portion which is not Vested shall be
treated as a Forfeiture.  Such Forfeiture shall be applied in accordance with Section
3.01(C) of the Plan.




			3. 	 Re-employed
Participants Who Received Distributions - If such  Participant receives or is deemed to
receive a distribution  pursuant to Section 4.01(C)(1) or (2) of the Plan and the
Participant subsequently resumes employment, the Participant’s  Employer-derived
Individual Account balance will be restored  to the amount on the date of distribution if
the Participant  repays to the Plan the full amount of the distribution  attributable to
Employer Contributions before the earlier of




				(a) 	five
years after the first date on which the Participant  is subsequently re-employed by the
Employer, or




				(b) 	the
date the Participant incurs five consecutive Breaks in  Vesting Service following the
date of the distribution.




	 		 	Any
restoration of a Participant’s Individual Account pursuant  to Section 4.01(C)(3) of
the Plan shall be made from other  Forfeitures, income or gain to the Fund or
contributions made  by the Employer.




			4. 	 Re-employed
Participants Who Did Not Receive Distributions -  If such Participant neither receives
nor is deemed to receive  a distribution pursuant to Section 4.01(C)(1) nor (2) of the
Plan and the Participant returns to the service of the  Employer before incurring five
consecutive Breaks in Vesting  Service, there shall be no Forfeiture. Rather, the amount
in  such suspense account shall be recredited to such  Participant’s Individual
Account.




		D. 	Forfeitures
Following Five Consecutive Breaks in Vesting Service



	 	 	If
a Participant who has neither received a distribution nor has  been deemed to receive a
distribution incurs five consecutive  Breaks in Vesting Service, the portion of the
Participant’s  Individual Account which is not Vested shall be treated as a
Forfeiture and applied in accordance with Section 3.01(C) of the  Plan.




		E. 	 Distribution
Prior to Full Vesting



	 	 	If
a distribution is made to a Participant who was not then fully  Vested in his or her
Individual Account derived from Employer  Contributions and the Participant may increase
his or her Vested  percentage in his or her Individual Account, then the following  rules
shall apply:




			1. 	 a
separate account will be established for the Participant’s  interest in the Plan as
of the time of the distribution, and




			2. 	 at
any relevant time, the Participant’s Vested portion of the  separate account will be
equal to an amount (“X”) determined  in accordance with the standard formula
described below unless  the Employer chooses, in a uniform and nondiscriminatory  manner,
to apply the alternative formula.




	 		 	Standard
Formula:  X=P (AB + (R x D)) - (R x D) 
Alternative Formula:  X= P(AB+D) - D




	 	 	For
purposes of the standard and alternative formulas described  above, “P” is the
Vested percentage at the relevant time; “AB” is  the separate account balance
at the relevant time; “D” is the  amount of the distribution; and “R” is
the ratio of the separate  account balance at the relevant time to the separate account
balance after distribution.




	4.02 	 100
PERCENT VESTING OF CERTAIN CONTRIBUTIONS



	  	The
Participant’s accrued benefit derived from Elective Deferrals,  Qualified
Nonelective Contributions, Nondeductible Employee  Contributions, and Qualified Matching
Contributions is nonforfeitable.  Separate accounts for Elective Deferrals, Qualified
Nonelective  Contributions, Nondeductible Employee Contributions, Matching
Contributions, and Qualified Matching Contributions will be maintained  for each
Participant. Each account will be credited with the applicable  contributions and
earnings thereon.




	4.03 	 FORFEITURES
AND VESTING OF MATCHING CONTRIBUTIONS



	  	Matching
Contributions shall be Vested in accordance with the vesting  schedule for Matching
Contributions in the Adoption Agreement. In any  event, Matching Contributions shall be
fully Vested at Normal  Retirement Age, upon the complete or partial termination of the
Plan,  or upon the complete discontinuance of Employer Contributions.  Notwithstanding
any other provisions of the Plan, Matching  Contributions or Qualified Matching
Contributions must be forfeited if  the contributions to which they relate are Excess
Elective Deferrals,  Excess Contributions, Excess Aggregate Contributions or Excess
Annual  Additions which are distributed pursuant to Section 3.12(A)(4)(c) of  the Plan.
Such Forfeitures shall be allocated in accordance with  Section 3.01(C) of the Plan.




	  	When
a Participant incurs a Termination of Employment, whether a  Forfeiture arises with
respect to Matching Contributions shall be  determined in accordance with Section 4.01(C)
of the Plan.




 
	 	
28	 


 

 











	
      

      SECTION FIVE: DISTRIBUTIONS AND LOANS TO PARTICIPANTS
      

    




	5.01 	 DISTRIBUTIONS



		A.	 Distributable Events




			1. 	 Entitlement to Distribution - The Vested
      portion of a Participant’s Individual Account attributable to Employer
      Contributions other than those described in Section 5.01(A)(2) of the Plan
      shall be distributable to the Participant upon (1) the occurrence of any
      of the distributable events specified in the Adoption Agreement; (2) the
      Participant’s Termination of Employment after attaining Normal Retirement
      Age; (3) the termination of the Plan; and (4) the Participant’s Termination
      of Employment after satisfying any Early Retirement Age conditions. If a
      Participant separates from service before satisfying the Early Retirement
      Age requirement, but has satisfied the service requirement, the Participant
      will be entitled to elect an early retirement benefit upon satisfaction
      of such age requirement. With respect to item (1) above, if the Adoption
      Agreement does not allow an Employer to specify distributable events, the
      Vested portion of a Participant’s Individual Account shall be distributable
      to the Participant upon the Participant’s Termination of Employment;
      the Participant’s attainment of Normal Retirement Age; the Participant’s
      Disability; or the termination of the Plan.




	 		 	Notwithstanding
the foregoing, the following rules shall apply  with respect to entitlement to
distribution of rollover and  transfer contributions and Nondeductible Employee
Contributions. Except as otherwise provided in the Adoption  Agreement, rollover and
transfer contributions and earnings  thereon shall be subject to the Plan’s
provisions governing  distributions of either Employer Profit Sharing Contributions  (if
this Plan is a profit sharing plan), Employer Money  Purchase Pension Contributions (if
this Plan is a money  purchase pension plan) or Employer Target Benefit Pension
Contributions (if this Plan is a target benefit pension plan).  However, to the extent
that any optional form of benefit under  this Plan permits a distribution prior to the
Employee’s  retirement, death, Disability, attainment of Normal Retirement  Age or
severance from employment, and prior to Plan  termination, the optional form of benefit
is not available  with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are  transferred, within the meaning
of Section 414(l) of the Code,  to this Plan from a money purchase pension plan or a
target  benefit pension plan qualified under Section 401(a) of the  Code (other than any
portion of those assets and liabilities  attributable to voluntary employee
contributions).




	 		 	A
Participant may, at any time and upon a request (either in  writing or in any other form
permitted under rules promulgated  by the IRS and DOL) submitted to the Plan
Administrator  withdraw an amount from his or her Individual Account  attributable to
Nondeductible Employee Contributions  (including earnings thereon). In the event the
portion of a  Participant’s Individual Account attributable to Nondeductible
Employee Contributions experiences a loss such that the amount  remaining in such
subaccount is less than the amount of  Nondeductible Employee Contributions made by the
Participant,  the maximum amount which the Participant may withdraw is an  amount equal
to the remaining Nondeductible Employee  Contributions. Subject to Section 5.13 of the
Plan, Joint and  Survivor Annuity Requirements (if applicable), the Participant  may
withdraw any part of the Deductible Employee Contribution  account by delivering an
application (either in writing or in  any other form permitted under rules promulgated by
the IRS  and DOL) to the Plan Administrator.




			2. 	 Special Requirements For Certain 401(k) Contributions



	 		 	Elective
Deferrals, Qualified Nonelective Contributions,  Qualified Matching Contributions and
income allocable to each  are not distributable to a Participant or his or her
Beneficiary or Beneficiaries, in accordance with such  Participant’s or Beneficiary
or Beneficiaries’ election,  earlier than upon separation from service, death or
disability.




	 		 	Such
amounts may also be distributed upon.




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




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




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




				d. 	the
attainment of age 591/2 in the case of a profit sharing plan if so  permitted in the
Adoption Agreement; or




				e. 	 if
the Adopting Employer has so elected in the Adoption  Agreement, the hardship of the
Participant as described in  Section 5.01(A)(6) of the Plan.




	 		 	All
distributions that may be made pursuant to one or more of  the foregoing distributable
events are subject to the spousal  and Participant consent requirements (if applicable)
contained  in Section 401(a)(11) and 417 of the Code. In addition,  distributions after
March 31, 1988, which are triggered by  either a, b or c above must be made in a lump sum.




	 		 	Notwithstanding
the foregoing, ADP Test Safe Harbor  Contributions may not be distributed earlier than
separation  from service, death, Disability, an event described in Section  401(k)(10) of
the Code, or, in the case of a profit sharing  plan, the attainment of age 591/2.




			3. 	 Withdrawal Request: When Distributed
      - A Participant entitled to a distribution who wishes to receive a distribution
      must submit a request (either in writing or in any other form permitted
      under rules promulgated by the IRS and DOL) to the Plan Administrator. If
      required in writing, such request shall be made upon a form provided by
      the Plan Administrator. Upon a valid request, the Plan Administrator shall
      direct the Trustee to commence distribution no later than the time specified
      in the Adoption Agreement for this purpose and, if not specified in the
      Adoption Agreement, then no later than 90 days following the later of




 
	 	
29	 


 

 











				a. 	the
close of the Plan Year within which the event occurs  which entitles the Participant to a
distribution; or




				b. 	the
close of the Plan Year in which the request is  received.




	 		 	Distributions
will be made based on the value of the Vested  portion of the Individual Account
available at the time of  actual distribution. To the extent the distribution request is
for an amount greater than the Individual Account, the Trustee  shall be entitled to
distribute the entire Vested portion of  the Individual Account.




			4. 	 Special Rules for Withdrawals During Service
      - If this is a profit sharing plan, unless the Adoption Agreement provides
      otherwise, a Participant who is not otherwise eligible to receive a distribution
      of his or her Individual Account may elect to receive an in-service distribution
      of all or part of the Vested portion of his or her Individual Account attributable
      to Employer Contributions other than those described in Section 5.01(A)(2)
      of the Plan, subject to the requirements of Section 5.13 of the Plan and
      further subject to the following limits.




				a. 	 Participant
for five or more years. An Employee who has  been a Participant in the Plan for five or
more years may  withdraw up to the entire Vested portion of his or her  Individual
Account.




				b. 	 Participant
for less than five years. Except as otherwise  provided in the Adoption Agreement, an
Employee who has  been a Participant in the Plan for less than five years  may withdraw
only the amount which has been in his or her  Individual Account attributable to Employer
Contributions  for at least two full Plan Years, measured from the date  such
contributions were allocated.




			5. 	 Special Rules for Hardship Withdrawals
      - If this is a profit sharing plan and the Adoption Agreement so provides,
      then notwithstanding Section 5.01(A)(4) of the Plan, a Participant may elect
      to receive a hardship distribution of all or part of the Vested portion
      of his or her Individual Account attributable to Employer Contributions
      other than those described in Section 5.01(A)(2) of the Plan, subject to
      the requirements of Section 5.13 of the Plan.




	 		 	For
purposes of this Section 5.01(A)(5), hardship is defined  as an immediate and heavy
financial need of the Participant  where such Participant lacks other available
resources. Except  as otherwise provided in the Adoption Agreement, financial  needs
considered immediate and heavy include, but are not  limited to expenses incurred or
necessary for medical care,  described in Section 213(d) of the Code, of the Employee,
the  Employee’s Spouse or dependents; the purchase (excluding  mortgage payments) of
a principal residence for the Employee;  payment of tuition and related educational fees
for the next  12 months of post-secondary education for the Employee, the  Employee’s
spouse, children or dependents; the need to prevent  the eviction of the Employee from,
or a foreclosure on the  mortgage of, the Employee’s principal residence; or funeral
expenses of a member of the Participant’s family.




	 		 	A
distribution will be considered as necessary to satisfy an  immediate and heavy financial
need of the Employee only if




				1) 	 the
Employee has obtained all distributions, other than  hardship distributions, and all
nontaxable loans available  under all plans maintained by the Employer;




				2) 	 the
distribution is not in excess of the amount of an  immediate and heavy financial need
(including amounts  necessary to pay any federal, state or local income taxes  or
penalties reasonably anticipated to result from the  distribution).




			6. 	 Hardship Distribution of Elective Deferrals




				a. 	 General
- If the Adopting Employer has so elected in the  Adoption Agreement, distribution of
Elective Deferrals  including Qualified Nonelective Contributions and  Qualified Matching
Contributions that are treated as  Elective Deferrals and any earnings credited to a
Participant’s account as of the later of December 31,  1988, and the end of the last
Plan Year ending before July  1, 1989 may be made to a Participant in the event of
hardship. For the purposes of this Section 5.01(A)(6),  hardship is defined as an
immediate and heavy financial  need of the Employee where such Employee lacks other
available resources. Hardship distributions are subject to  the spousal consent
requirements contained in Sections  401(a)(11) and 417 of the Code.




				b. 	 Special
Rules




	 				For
purposes  of determining whether a Participant has a  hardship, rules similar to those
described  in Section  5.01(A)(5) of the Plan shall apply except that only the  listed
financial  needs shall be considered, other than  funeral expenses for a member of the
Participant’s  family,  which shall not be included. In addition, a distribution
will be considered as  necessary to satisfy an immediate  and heavy financial need of the
Employee only if




					(1) 	 all
plans maintained by the Employer provide that the  Employee’s Elective Deferrals
(and Nondeductible  Employee Contributions) will be suspended for 12  months after the
receipt of the hardship  distribution;




					(2) 	 all
plans maintained by the Employer provide that the  Employee may not make Elective
Deferrals for the  Employee’s taxable year immediately following the  taxable year
of the hardship distribution in excess  of the applicable limit under Section 402(g) of
the  Code for such taxable year less the amount of such  Employee’s Elective
Deferrals for the taxable year of  the hardship distribution.




			7. 	 One-Time In-Service Withdrawal Option
      - If this is a profit sharing plan and the Adopting Employer has elected
      the one-time in-service withdrawal option in the Adoption Agreement, then
      a Participant will be permitted only one in-service withdrawal during the
      course of such Participant’s employment with the Employer. The amount
      which the Participant can withdraw will be limited to the lesser of the
      amount determined under the limits set forth in Section 5.01(A)(4) of the
      Plan or the percentage of the Participant’s Individual Account specified
      by the Adopting Employer in the Adoption Agreement. Distributions under
      this Section 5.01(A)(7) will be subject to the requirements of Section 5.13
      of the Plan.




 
	 	
30	 


 

 











			8. 	 Commencement
of Benefits - Notwithstanding any other  provision, unless the Participant elects
otherwise,  distribution of benefits will begin no later than the 60th day  after the
latest of the close of the Plan Year in which




				a. 	the
Participant attains Normal Retirement Age;




				b. 	occurs
the 10th anniversary of the year in which the  Participant commenced participation in the
Plan; or




				c. 	the
Participant incurs a Termination of Employment.




	 		 	Notwithstanding
the foregoing, the failure of a Participant  and Spouse, if applicable, to consent to a
distribution while  a benefit is immediately distributable, within the meaning of
Section 5.02(B) of the Plan, shall be deemed to be an election  to defer commencement of
payment of any benefit sufficient to  satisfy this Section 5.01(A)(8) of the Plan.




	5.02 	 FORM
OF DISTRIBUTION TO A PARTICIPANT




		A. 	 Value of Individual Account Does Not Exceed
      $5,000 - If the value of the Vested portion of a Participant’s
      Individual Account does not qualify as an Eligible Rollover Distribution,
      distribution from the Plan shall be made to the Participant in a single
      lump sum in lieu of all other forms of distribution from the Plan as soon
      as administratively feasible. Except as otherwise provided in the Adoption
      Agreement, if the value of the Vested portion of a Participant’s Individual
      Account qualifies as an Eligible Rollover Distribution, exceeds $1,000 but
      does not exceed $5,000, and the Participant fails to elect to receive his
      or her distribution from the Plan in either a single lump sum or a Direct
      Rollover to an Eligible Retirement Plan, payment shall be made in the form
      of a Direct Rollover to an individual retirement account within the meaning
      of either Section 408(a) or Section 408(b) of the Code. For purposes of
      the preceding sentence, the Plan Administrator will select an IRA trustee,
      custodian or issuer that is unrelated to the Employer, establish the individual
      retirement account with such trustee in accordance with rules promulgated
      by the IRS and make the initial investment choices for the such account.
      Notwithstanding the foregoing, if the Participant is re-employed by the
      Employer prior to the occurrence of the distribution, no distribution will
      be made under this paragraph.





		B. 	 Value of Individual Account Exceeds $5,000




			1. 	 If
distribution in the form of a Qualified Joint and Survivor  Annuity is required with
respect to a Participant, either the  value of the Participant’s Vested Individual
Account exceeds  $5,000 or there are remaining payments to be made with respect  to a
particular distribution option that previously commenced,  and the Individual Account is
immediately distributable, the  Participant must consent to any distribution of such
Individual Account.




	 		 	If
distribution in the form of a Qualified Joint and Survivor  Annuity is not required with
respect to a Participant, the  value of such Participant’s Vested Individual Account
exceeds  $5,000, and the Individual Account is immediately  distributable, the
Participant and the Participant’s Spouse  (or where either the Participant or the
Spouse has died, the  survivor) must consent to any distribution of such Individual
Account.




	 		 	The
consent of the Participant and the Participant’s Spouse  shall be obtained (either
in writing or in any other form  permitted under rules promulgated by the IRS and DOL)
within  the 90-day period ending on the Annuity Starting Date. The  Plan Administrator
shall notify the Participant and the  Participant’s Spouse of the right to defer any
distribution  until the Participant’s Individual Account is no longer  immediately
distributable. Such notification shall include a  general description of the material
features, and an  explanation of the relative values of, the optional forms of  benefit
available under the Plan in a manner that would  satisfy the notice requirements of
Section 417(a)(3) of the  Code, and shall be provided no less than 30 days and no more
than 90 days prior to the Annuity Starting Date.




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




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




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




	 		 	Notwithstanding
the foregoing, only the Participant need  consent to the commencement of a distribution
which is either  made in the form of a Qualified Joint and Survivor Annuity or  is made
from a Plan which meets the Retirement Equity Act safe  harbor rules of Section 5.13(E)
of the Plan, while the  Individual Account is immediately distributable. Neither the
consent of the Participant nor the Participant’s Spouse shall  be required to the
extent that a distribution is required to  satisfy Section 401(a)(9) or Section 415 of
the Code. In  addition, upon termination of this Plan, if the Plan does not  offer an
annuity option (purchased from a commercial  provider), the Participant’s Individual
Account may, without  the Participant’s consent, be distributed to the Participant
or transferred to another defined contribution plan (other  than an employee stock
ownership plan as defined in Section  4975(e)(7) of the Code) within the same controlled
group.




	 		 	An
Individual Account is immediately distributable if any part  of the Individual Account
could be distributed to the  Participant (or surviving Spouse) before the Participant
attains or would have attained (if not deceased) the later of  Normal Retirement Age or
age 62.




			2. 	 For
purposes of determining the applicability of the foregoing  consent requirements to
distributions made before the first  day of the first Plan Year beginning after December
31, 1988,  the Vested portion of a Participant’s Individual Account shall  not
include amounts attributable to accumulated deductible  employee contributions within the
meaning of Section  72(o)(5)(B) of the Code.




			3. 	 General
Rule - This Section 5.02(B)(3) provides transitional  rules with regard to the cash out
limits for distributions  made prior to the 90th day after publication of the Income Tax
Regulations in the Federal Register.




				a. 	 Distributions
Subject to Section 417 of the Code. If  distribution in the form of a Qualified Joint and
Survivor  Annuity is required with regard to a Participant, the rule  in this paragraph
(a) is substituted for the rule in the  first sentence of Section 5.02(B)(1). If the




 
	 	
31	 


 

 











	 				value
of  a  Participant’s Vested Individual Account exceeds (or at the  time of any
prior  distribution (1) in Plan Years beginning  before August 6, 1997, exceeded $3,500
or  (2)  in Plan  Years beginning after August 5, 1997, exceeded) $5,000,  and the
Individual  Account is immediately distributable,  the Participant and the Participant’s
Spouse  (or where  either the Participant or the Spouse has died, the  survivor) must
consent to  any distribution of such  Individual Account.




				b. 	 Distributions
not subject to Section 417 of the Code. If  distribution in the form of a Qualified Joint
and Survivor  Annuity is not required with respect to a Participant, the  rule in this
paragraph (b) is substituted for the rule in  the second sentence of Section 5.02(B)(1).




	 				If
the value of a Participant’s Vested Individual Account:




					(1) 	 for
Plan Years beginning before August 6, 1997,  exceeds $3,500 (or exceeded $3,500 at the
time of any  prior distribution),




					(2) 	 for
Plan Years beginning after August 5, 1997, and  for a distribution made prior to March
22, 1999,  exceeds $5,000 (or exceeded $5,000 at the time of any  prior distribution),




					(3) 	 and
for Plan Years beginning after August 5, 1997 and  for a distribution made after March
21, 1999, that  either exceeds $5,000 or is a remaining payment under  a selected
optional form of payment that exceeded  $5,000 at the time the selected payment began,
and  the Individual Account is immediately distributable,  the Participant and the
Participant’s Spouse (or  where either the Participant or the Spouse has died,  the
survivor) must consent to any distribution of  such Individual Account.




		C. 	 Other Forms of Distribution to Participant
      - If the value of the Vested portion of a Participant’s Individual
      Account exceeds $5,000 and the Participant has properly waived the Qualified
      Joint and Survivor Annuity, as described in Section 5.13 of the Plan, the
      Participant may request (either in writing or in any other form permitted
      under rules promulgated by the IRS and DOL) that the Vested portion of his
      or her Individual Account be paid to him or her in one or more of the following
      forms of payment unless specified otherwise in the Adoption Agreement: (1)
      in a lump sum; (2) in installment payments over a period not to exceed the
      Life Expectancy of the Participant or the joint and last survivor Life Expectancy
      of the Participant and his or her designated Beneficiary; or (3) applied
      to the purchase of an annuity contract.




	 	 	Notwithstanding
anything in this Section 5.02 of the Plan to the  contrary, a Participant cannot elect
payments in the form of a  life annuity if the Retirement Equity Act safe harbor rules of
Section 5.13(E) of the Plan apply.




	5.03 	 DISTRIBUTIONS
UPON THE DEATH OF A PARTICIPANT




		A. 	 Designation of Beneficiary - Spousal
      Consent - Each Participant may designate, upon a form provided by and delivered
      to the Plan Administrator, one or more primary and contingent Beneficiaries
      to receive all or a specified portion of the Participant’s Individual
      Account in the event of his or her death. A Participant may change or revoke
      such Beneficiary designation from time to time by completing and delivering
      the proper form to the Plan Administrator.




	 	 	In
the event that a Participant wishes to designate a primary  Beneficiary who is not his or
her Spouse, his or her Spouse must  consent (either in writing or in any other form
permitted under  rules promulgated by the IRS and DOL) to such designation, and the
Spouse’s consent must acknowledge the effect of such designation  and be witnessed
by a notary public or plan representative.  Notwithstanding this consent requirement, if
the Participant  establishes to the satisfaction of the Plan Administrator that  such
consent may not be obtained because there is no Spouse or the  Spouse cannot be located,
no consent shall be required. In  addition, if the Spouse is legally incompetent to give
consent,  the Spouse’s legal guardian, even if the guardian is the  Participant, may
give consent. If the Participant is legally  separated or the Participant has been
abandoned (within the  meaning of local law) and the Participant has a court order to
such effect, spousal consent is not required unless a Qualified  Domestic Relations Order
provides otherwise. Any change of  Beneficiary will require a new spousal consent.




		B. 	 Payment to Beneficiary - If a Participant
      dies before the Participant’s entire Individual Account has been paid
      to him or her, such deceased Participant’s Individual Account shall
      be payable to any surviving Beneficiary designated by the Participant, or,
      if no Beneficiary survives the Participant, to the Participant’s Spouse,
      or, where no Spouse exists, to the Participant’s estate. If the Beneficiary
      is a minor, distribution will be deemed to have been made to such Beneficiary
      if the portion of the Participant’s Individual Account to which the
      Beneficiary is entitled is paid to his or her legal guardian or, if applicable,
      to his or her custodian under the Uniform Gifts to Minors Act or the Uniform
      Transfers to Minors Act.




		C. 	 Withdrawal Request: When Distributed
      - A Beneficiary of a deceased Participant entitled to a distribution who
      wishes to receive a distribution must submit a request (either in writing
      or in any other form permitted under rules promulgated by the IRS and DOL)
      to the Plan Administrator. If required in writing, such request shall be
      made upon a form provided by the Plan Administrator. Upon a valid request,
      the Plan Administrator shall direct the Trustee to commence distribution
      no later than the time specified in the Adoption Agreement for this purpose
      and if not specified in the Adoption Agreement, then no later than 90 days
      following the later of




			1. 	the
close of the Plan Year within which the Participant dies;  or




			2. 	the
close of the Plan Year in which the request is received.




	5.04 	 FORM
OF DISTRIBUTION TO BENEFICIARIES




		A. 	 Value of Individual Account Does Not Exceed
      $5,000 - If the value of the Vested portion of a Participant’s
      Individual Account does not qualify as an Eligible Rollover Distribution,
      the Plan Administrator shall direct the Trustee to make a distribution to
      the Beneficiary in a single lump sum in lieu of all other forms of distribution
      from the Plan. Except as otherwise provided in the Adoption Agreement, if
      the value of the Vested portion of a Participant’s Individual Account
      qualifies as an Eligible Rollover Distribution, exceeds $1,000 but does
      not exceed $5,000, and the Beneficiary(ies) fails to elect to receive his
      or her distribution from the Plan in either a single lump sum or a Direct
      Rollover to an Eligible Retirement Plan, payment shall be made in the form
      of a Direct Rollover to an individual retirement account within the meaning
      of either Section 408(a) or Section 408(b) of the Code if the Beneficiary
      qualifies as a Recipient under the Plan. For purposes of the preceding sentence,
      the Plan Administrator will select an IRA trustee, custodian or issuer that
      is unrelated to the Employer, establish the individual 




 
	 	
32	 


 

 











	 	 	retirement
account with such trustee in accordance  with rules promulgated by  the IRS and make the
initial investment choices for the such account.




		B. 	 Value of Individual Account Exceeds $5,000
      - If the value of the Vested portion of a Participant’s Individual
      Account exceeds $5,000, the preretirement survivor annuity requirements
      of Section 5.13 of the Plan shall apply unless waived in accordance with
      that Section 5.13 of the Plan or unless the Retirement Equity Act safe harbor
      rules of Section 5.13(E) of the Plan apply. However, a surviving Spouse
      Beneficiary may elect any form of payment allowable under the Plan in lieu
      of the preretirement survivor annuity. Any such payment to the surviving
      Spouse must meet the requirements of Section 5.05 of the Plan.




		C. 	 Other Forms of Distribution to Beneficiary
      - If the value of a Participant’s Individual Account exceeds $5,000,
      and the Participant has properly waived the preretirement survivor annuity,
      as described in Section 5.13 of the Plan (if applicable), or if the Beneficiary
      is the Participant’s surviving Spouse, the Beneficiary may, subject
      to the requirements of Section 5.05 of the Plan, request (either in writing
      or in any other form permitted under rules promulgated by the IRS and DOL)
      that the Participant’s Individual Account be paid in any form of distribution
      permitted to be taken by the Participant under this Plan other than applying
      the Individual Account toward the purchase of an annuity contract. Notwithstanding
      the foregoing, installment payments to a Beneficiary cannot be made over
      a period exceeding the Life Expectancy of such Beneficiary.




	5.05 	 DISTRIBUTION
REQUIREMENTS




		A. 	 General
Rules




			1. 	 Subject
to Section 5.13 of the Plan, the requirements of this  Section shall apply to any
distribution of a Participant’s  interest and will take precedence over any
inconsistent  provisions of this Plan. Unless otherwise specified, the  provisions of
Section 5.13 of the Plan apply to calendar years  beginning after December 31, 1984.




			2. 	 All
distributions required under this Section 5.05 of the Plan  shall be determined and made
in accordance with the Proposed  Income Tax Regulations under Section 1.401(a)(9),
including  the minimum distribution incidental benefit requirement of  Section
1.401(a)(9)-2 of such regulations. “Unless indicated  otherwise in the Adoption
Agreement with respect to  distributions under the Plan made in calendar years beginning
on or after January 1, 2001, the Plan will apply the minimum  distribution requirements
of Section 401(a)(9) of the Code in  accordance with the regulations under Section
401(a)(9) that  were proposed in January 2001, notwithstanding any provision  of the Plan
to the contrary. The January 1, 2001 proposed  regulations shall continue in effect until
the end of the last  calendar year beginning before the effective date of final
regulations under Section 401(a)(9) or such other date  specified in guidance published
by the Internal Revenue  Service.”




		B. 	 Required Beginning Date - The entire
      interest of a Participant must be distributed or begin to be distributed
      no later than the Participant’s Required Beginning Date.




		C. 	 Limits on Distribution Periods - As of
      the first Distribution Calendar Year, distributions, if not made in a single
      sum, may only be made over one of the following periods (or a combination
      thereof):




			1. 	the
life of the Participant,




			2. 	 the
life of the Participant and a designated Beneficiary,




			3. 	 a
period certain not extending beyond the Life Expectancy of  the Participant, or




			4. 	 a
period certain not extending beyond the joint and last  survivor expectancy of the
Participant and a designated  Beneficiary.




		D. 	 Determination of Amount to be Distributed
      Each Year - If the Participant’s interest is to be distributed
      in other than a single sum, the following minimum distribution rules shall
      apply on or after the Required Beginning Date;




			1. 	 Individual
Account




				a. 	 If
a Participant’s benefit is to be distributed over (1) a  period not extending beyond
the Life Expectancy of the  Participant or the joint life and last survivor expectancy
of the Participant and the Participant’s designated  Beneficiary or (2) a period not
extending beyond the Life  Expectancy of the designated Beneficiary, the amount  required
to be distributed for each calendar year,  beginning with distributions for the first
Distribution  Calendar Year, must at least equal the quotient obtained  by dividing the
Participant’s benefit by the Applicable  Life Expectancy.




				b. 	 For
calendar years beginning before January 1, 1989, if  the Participant’s Spouse is not
the designated  Beneficiary, the method of distribution selected must  assure that at
least 50 percent of the Present Value of  the amount available for distribution is paid
within the  Life Expectancy of the Participant.




				c. 	 For
calendar years beginning after December 31, 1988, the  amount to be distributed each
year, beginning with  distributions for the first Distribution Calendar Year  shall not
be less than the quotient obtained by dividing  the Participant’s benefit by the
lesser of (1) the  Applicable Life Expectancy or (2) if the Participant’s  Spouse is
not the designated Beneficiary, the applicable  divisor determined from the table set
forth in Q&A-4 of  Section 1.401(a)(9)-2 of the Proposed Income Tax  Regulations.
Distributions after the death of the  Participant shall be distributed using the
Applicable Life  Expectancy in Section 5.05(D)(1)(a) of the Plan above as  the relevant
divisor without regard to Section  1.401(a)(9)-2 of the Proposed Income Tax Regulations.




 
	 	
33	 


 

 











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




			2. 	 Other
Forms - If the Participant’s benefit is distributed in  the form of an annuity
purchased from an insurance company,  distributions thereunder shall be made in
accordance with the  requirements of Section 401(a)(9) of the Code and the  regulations
thereunder.





		E. 	 Death Distribution Provisions




			1. 	 Distribution Beginning Before Death -
      If the Participant dies after distribution of his or her interest has begun,
      the remaining portion of such interest will continue to be distributed at
      least as rapidly as under the method of distribution being used prior to
      the Participant’s death.




			2. 	 Distribution Beginning After Death -
      If the Participant dies before distribution of his or her interest begins,
      distribution of the Participant’s entire interest shall be completed
      by December 31 of the calendar year containing the fifth anniversary of
      the Participant’s death except to the extent that an election is made
      to receive distributions in accordance with (a) or (b) below




				a. 	 If
any portion of the Participant’s interest is payable to  a designated Beneficiary,
distributions may be made over  the life or over a period certain not greater than the
Life Expectancy of the designated Beneficiary commencing  on or before December 31 of the
calendar year immediately  following the calendar year in which the Participant died.




				b. 	 If
the designated Beneficiary is the Participant’s  Surviving Spouse, the date
distributions are required to  begin in accordance with (a) above shall not be earlier
than the later of (1) December 31 of the calendar year  immediately following the
calendar year in which the  Participant dies or (2) December 31 of the calendar year  in
which the Participant would have attained age 701/2.




	 				If
the Participant has not made an election pursuant to  this Section 5.05(E)(2) of the Plan
by the time of his or  her death, the Participant’s designated Beneficiary must
elect the method of distribution no later than the earlier  of (1) December 31 of the
calendar year in which  distributions would be required to begin under this  Section
5.05(E)(2) of the Plan, or (2) December 31 of the  calendar year which contains the fifth
anniversary of the  date of death of the Participant. If the Participant has  no
designated Beneficiary, or if the designated  Beneficiary does not elect a method of
distribution,  distribution of the Participant’s entire interest must be  completed
by December 31 of the calendar year containing  the fifth anniversary of the Participant’s
death.




			3. 	 For
purposes of Section 5.05(E)(2) of the Plan above, if the  surviving Spouse dies after the
Participant, but before  payments to such Spouse begin, the provisions of Section
5.05(E)(2) of the Plan, with the exception of paragraph (b)  therein, shall be applied as
if the surviving Spouse were the  Participant.




			4. 	 For
purposes of this Section 5.05(E) of the Plan, any amount  paid to a child of the
Participant will be treated as if it  had been paid to the surviving Spouse if the amount
becomes  payable to the surviving Spouse when the child reaches the age  of majority.




			5. 	 For
purposes of this Section 5.05(E) of the Plan, distribution  of a Participant’s
interest is considered to begin on the  Participant’s Required Beginning Date (or,
if Section  5.05(E)(3) of the Plan above is applicable, the date  distribution is
required to begin to the surviving Spouse  pursuant to Section 5.05(E)(2) of the Plan
above). If  distribution in the form of an annuity irrevocably commences  to the
Participant before the Required Beginning Date, the  date distribution is considered to
begin is the date  distribution actually commences.





		F. 	 Transitional Rule




			1. 	 Notwithstanding
the other requirements of this Section 5.05 of  the Plan and subject to the requirements
of Section 5.13 of  the Plan, Joint and Survivor Annuity Requirements,  distribution on
behalf of any Employee, including a  five-percent owner, may be made in accordance with
all of the  following requirements (regardless of when such distribution  commences).





				a. 	 The distribution by
      the Fund is one which would not have qualified such Fund under Section 401(a)(9)
      of the Code as in effect prior to amendment by the Deficit Reduction Act
      of 1984. 




				b. 	 The
distribution is in accordance with a method of  distribution designated by the Employee
whose interest in  the Fund is being distributed or, if the Employee is  deceased, by a
Beneficiary of such Employee.




				c. 	 Such
designation was in writing, was signed by the  Employee or the Beneficiary, and was made
before January  1, 1984.




				d. 	 The
Employee had accrued a benefit under the Plan as of  December 31, 1983.




				e. 	 The
method of distribution designated by the Employee or  the Beneficiary specifies the time
at which distribution  will commence, the period over which distributions will be  made,
and in the case of any distribution upon the  Employee’s death, the Beneficiaries of
the Employee listed  in order of priority.




			2. 	 A
distribution upon death will not be covered by this  transitional rule unless the
information in the designation  contains the required information described above with
respect  to the distributions to be made upon the death of the  Employee.




			3. 	 For
any distribution which commences before January 1, 1984,  but continues after December
31, 1983, the Employee, or the  Beneficiary, to whom such distribution is being made,
will be  presumed to have designated the method of distribution under  which the
distribution is being made if the method of  distribution was specified in writing and
the distribution  satisfies the requirements in Sections 5.05(F)(1)(a) and (e)  of the
Plan.




 
	 	
34	 


 

 











			4. 	 If
a designation is revoked, any subsequent distribution must  satisfy the requirements of
Section 401(a)(9) of the Code and  the regulations thereunder. If a designation is
revoked  subsequent to the date distributions are required to begin,  the Plan must
distribute, by the end of the calendar year  following the calendar year in which the
revocation occurs the  total amount not yet distributed which would have been  required
to have been distributed to satisfy Section 401(a)(9)  of the Code and the regulations
thereunder, but for an  election made under Section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act of 1982. For calendar years  beginning after December 31, 1988,
such distributions must  meet the minimum distribution incidental benefit requirements
in Section 1.401(a)(9)-2 of the Proposed Income Tax  Regulations. Any changes in the
designation will be considered  to be a revocation of the designation. However, the mere
substitution or addition of another Beneficiary (one not named  in the designation) under
the designation will not be  considered to be a revocation of the designation, so long as
such substitution or addition does not alter the period over  which distributions are to
be made under the designation,  directly or indirectly (for example, by altering the
relevant  measuring life). In the case in which an amount is transferred  or rolled over
from one plan to another plan, the rules in  Section 1.401(a)(9), Q&A J-2 and Q&A
J-3 of the Proposed  Income Tax Regulations shall apply.




	5.06 	 ANNUITY
CONTRACTS



	  	Any
annuity  contract distributed under the Plan (if permitted or  required by this Section
Five) must  be nontransferable. The terms of  any annuity contract purchased and
distributed by the  Plan to a  Participant or Spouse shall comply with the requirements
of the Plan.




	5.07 	 DISTRIBUTIONS
IN KIND



	  	The
Plan Administrator may, but need not, cause any distribution under  this Plan to be made
either in a form actually held in the Fund, or in  cash by converting assets other than
cash into cash, or in any  combination of the two foregoing ways.




	5.08 	 DIRECT
ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS



	  	Notwithstanding
any provision of the Plan to the contrary that would  otherwise limit a Recipient’s
election under this Section 5.08 of the  Plan, a Recipient may elect, at the time and in
the manner prescribed  by the Plan Administrator, to have any portion of an Eligible
Rollover  Distribution that is equal to at least $500 (or such lesser amount if  the Plan
Administrator permits in a uniform and nondiscriminatory  manner) paid directly to an
Eligible Retirement Plan (including an  individual retirement account described in
Section 408(a) or 408(b)of  the Code provided by the Prototype Sponsor) specified by the
Recipient  in a Direct Rollover.




	5.09 	 PROCEDURE
FOR MISSING PARTICIPANTS OR BENEFICIARIES



	  	If
a benefit is forfeited because the Participant or Beneficiary cannot  be found, such
benefit will be reinstated if a claim is made by the  Participant or Beneficiary.




	  	In
the event the Plan is terminated, payments must be made in a manner  that protects the
benefit rights of a Participant or Beneficiary.  Benefit rights shall be deemed to be
protected if the amount in a  Participant’s or Beneficiary’s Individual Account
is placed into an  individual retirement account, used to purchase an annuity contract,
or  transferred to another qualified retirement plan. Benefit rights need  not, however,
be protected if an Individual Account becomes subject to  state escheat laws or if a
payment is made to satisfy Section 401(a)(9)  of the Code.




	5.10 	 FILING
A CLAIM FOR PLAN DISTRIBUTIONS



	  	A
Participant or Beneficiary who desires to make a claim for the Vested  portion of the
Participant’s Individual Account shall file a request  (either in writing or in any
other form permitted under rules  promulgated by the IRS and DOL and acceptable to the
Plan  Administrator) with the Plan Administrator. If such request is required  in
writing, such request must be made on a form furnished to him or her  by the Plan
Administrator for such purpose. The request shall set forth  the basis of the claim. The
Plan Administrator is authorized to conduct  such examinations as may be necessary to
facilitate the payment of any  benefits to which the Participant or Beneficiary may be
entitled under  the terms of the Plan.




	5.11 	 DENIAL
OF A CLAIM



	  	Whenever
a claim for a Plan distribution by any Participant or  Beneficiary has been wholly or
partially denied, the Plan Administrator  must furnish such Participant or Beneficiary
notice (either in writing  or in any other form permitted under rules promulgated by the
IRS and  DOL) of the denial within 90 days of the date the original claim was  filed.
This notice shall set forth the specific reasons for the denial,  specific reference to
pertinent Plan provisions on which the denial is  based, a description of any additional
information or material needed  to perfect the claim, an explanation of why such
additional information  or material is necessary and an explanation of the procedures for
appeal.




	5.12 	 REMEDIES
AVAILABLE



	  	The
Participant  or Beneficiary shall have 60 days from receipt of the  denial notice in
which to make  written application for review by the  Plan Administrator. The Participant
or Beneficiary  may request that the  review be in the nature of a hearing. The
Participant or  Beneficiary  shall have the right to representation, to review pertinent
documents  and  to submit comments in writing (or in any other form permitted by  the IRS
or DOL). The  Plan Administrator shall issue a decision on such  review within 60 days
after receipt of  an application for review as  provided for in Section 5.11 of the Plan.
Upon a decision  unfavorable  to the Participant or Beneficiary, such Participant or
Beneficiary  shall be  entitled to bring such actions in law or equity as may be
necessary or appropriate to  protect or clarify his or her right to  benefits under this
Plan.




	5.13 	 JOINT
AND SURVIVOR ANNUITY REQUIREMENTS



		A. 	 The
provisions of this Section shall apply to any Participant who  is credited with at least
one Hour of Service with the Employer on  or after August 23, 1984, and such other
Participants as provided  in Section 5.13(F) of the Plan.




		B. 	 Qualified Joint and Survivor Annuity
      - Unless an optional form of benefit is selected pursuant to a Qualified
      Election within the 90-day period ending on the Annuity Starting Date, a
      married Participant’s Vested Account Balance will be paid in the form
      of a Qualified Joint and Survivor Annuity and an unmarried Participant’s
      Vested Account Balance will be paid in the form of a life annuity. The Participant
      may elect to have such annuity distributed upon attainment of the Earliest
      Retirement Age under the Plan.





		C. 	 Qualified Preretirement Survivor Annuity
      - Unless an optional form of benefit has been selected within the Election
      Period pursuant to a Qualified Election, if a Participant dies before the
      Annuity Starting Date then the Participant’s Vested Account Balance
      shall be applied toward the purchase of an annuity for the life of the surviving
      Spouse. The surviving Spouse may elect to have such annuity distributed
      within a reasonable period after the Participant’s death.




 
	 	
35	 


 

 












		D. 	 Notice Requirements




			1. 	 In
the case of a Qualified Joint and Survivor Annuity, the  Plan Administrator shall no less
than 30 days and not more  than 90 days prior to the Annuity Starting Date provide each
Participant an explanation (either in writing or in any other  form permitted under rules
promulgated by the IRS and DOL) of  (a) the terms and conditions of a Qualified Joint and
Survivor  Annuity; (b) the Participant’s right to make and the effect of  an
election to waive the Qualified Joint and Survivor Annuity  form of benefit; (c) the
rights of a Participant’s Spouse; and  (d) the right to make, and the effect of, a
revocation of a  previous election to waive the Qualified Joint and Survivor  Annuity.




	 		 	Effective
for distributions made on or after January 1, 1997,  the Annuity Starting Date for a
distribution in a form other  than a Qualified Joint and Survivor Annuity may be less
than  30 days after receipt of the explanation described in the  preceding paragraph
provided (a) the Participant has been  provided with information that clearly indicates
that the  Participant has at least 30 days to consider whether to waive  the Qualified
Joint and Survivor Annuity and elect (with  spousal consent) a form of distribution other
than a Qualified  Joint and Survivor Annuity; (b) the Participant is permitted  to revoke
any affirmative distribution election at least until  the annuity starting date or, if
later, at any time prior to  the expiration of the seven-day period that begins the day
after the explanation of the Qualified Joint and Survivor  Annuity is provided to the
Participant; and (c) the annuity  starting date is a date after the date that the
explanation  was provided to the Participant.




			2. 	 In
the case of a Qualified Preretirement Survivor Annuity as  described in Section  5.13(C)
of the Plan, the Plan  Administrator shall provide each Participant within the
applicable period for such Participant an explanation (either  in writing or in any other
form permitted under rules  promulgated by the IRS and DOL) of the Qualified
Preretirement  Survivor Annuity in such terms and in such manner as would be  comparable
to the explanation provided for meeting the  requirements of Section 5.13(D)(1) of the
Plan applicable to a  Qualified Joint and Survivor Annuity.




	 		 	The
applicable period for a Participant is whichever of the  following periods ends last: (a)
the period beginning with the  first day of the Plan Year in which the Participant
attains  age 32 and ending with the close of the Plan Year preceding  the Plan Year in
which the Participant attains age 35; (b) a  reasonable period ending after the
individual becomes a  Participant; (c) a reasonable period ending after Section
5.13(D)(3) of the Plan ceases to apply to the Participant; and  (d) a reasonable period
ending after this Section 5.13 of the  Plan first applies to the Participant.
Notwithstanding the  foregoing, notice must be provided within a reasonable period
ending after separation from service in the case of a  Participant who separates from
service before attaining age  35.




	 		 	For
purposes of applying the preceding paragraph, a reasonable  period ending after the
enumerated events described in (b),  (c) and (d) is the end of the two-year period
beginning one  year prior to the date the applicable event occurs, and ending  one year
after that date. In the case of a Participant who  separates from service before the Plan
Year in which age 35 is  attained, notice shall be provided within the two-year period
beginning one year prior to separation and ending one year  after separation. If such a
Participant thereafter returns to  employment with the Employer, the applicable period
for such  Participant shall be redetermined.




			3. 	 Notwithstanding
the other requirements of this Section 5.13(D)  of the Plan, the respective notices
prescribed by this Section  5.13(D) of the Plan, need not be given to a Participant if
(a)  the Plan “fully subsidizes” the costs of a Qualified Joint and  Survivor
Annuity or Qualified Preretirement Survivor Annuity,  and (b) the Plan does not allow the
Participant to waive the  Qualified Joint and Survivor Annuity or Qualified
Preretirement Survivor Annuity and does not allow a married  Participant to designate a
non-Spouse Beneficiary. For  purposes of this Section 5.13(D)(3) of the Plan, a plan
fully  subsidizes the costs of a benefit if no increase in cost, or  decrease in benefits
to the Participant may result from the  Participant’s failure to elect another
benefit.





		E. 	 Retirement Equity Act Safe Harbor Rules




			1. 	 Except
as provided otherwise in the Adoption Agreement, the  safe harbor provisions of this
Section 5.13(E) shall apply to  a Participant in a profit sharing plan, and shall always
apply  to any distribution, made on or after the first day of the  first Plan Year
beginning after December 31, 1988, from or  under a separate account attributable solely
to accumulated  deductible employee contributions, as defined in Section  72(o)(5)(B) of
the Code, and maintained on behalf of a  Participant in a money purchase pension plan,
(including a  target benefit pension plan) if the following conditions are  satisfied:




				a. 	 the
Participant does not or cannot elect payments in the  form of a life annuity; and





				b. 	 on the death of a
      Participant, the Participant’s Vested Account Balance will be paid
      to the Participant’s surviving Spouse, but if there is no surviving
      Spouse, or if the surviving Spouse has consented in a manner conforming
      to a Qualified Election, then to the Participant’s designated Beneficiary.
      The surviving Spouse may elect to have distribution of the Vested Account
      Balance commence within the 90-day period following the date of the Participant’s
      death. The Account balance shall be adjusted for gains or losses occurring
      after the Participant’s death in accordance with the provisions of
      the Plan governing the adjustment of account balances for other types of
      distributions. This Section 5.13(E) of the Plan shall not be operative with
      respect to a Participant in a profit sharing plan if the plan is a direct
      or indirect transferee of a defined benefit plan, money purchase pension
      plan, a target benefit pension plan, stock bonus, or profit sharing plan
      which is subject to the survivor annuity requirements of Section 401(a)(11)
      and Section 417 of the Code. If this Section 5.13(E) of the Plan is operative,
      then the provisions of this Section 5.13 of the Plan other than Section
      5.13(F) of the Plan shall be inoperative.




			2. 	 The
Participant may waive the spousal death benefit described  in this Section 5.13(E)  of
the  Plan at any time provided that  no such waiver shall be effective unless it
satisfies the  conditions of Section 5.13(D)(3) (other than the notification  requirement
referred to  therein) that would apply to the  Participant’s waiver of the Qualified
Preretirement Survivor  Annuity.




			3. 	 For
purposes of this Section 5.13(E) of the Plan, Vested  Account Balance shall mean, in  the
case of a money purchase  pension plan or a target benefit pension plan, the  Participant’s
separate account balance attributable solely to  accumulated  deductible employee
contributions within the  meaning of Section 72(o)(5)(B) of the  Code. In the case of a
profit sharing plan, Vested Account Balance shall have the  same  meaning as provided in
the Definitions Section of this  Plan.




 
	 	
36	 


 

 











			4. 	 In
the event this Plan is a direct or indirect transferee of  or a restatement of a plan
previously subject to the survivor  annuity requirements of Section 401(a)(11) and
401(a)(17) of  the Code and the Employer has selected to have this Section  5.13(E) of
the Plan apply, the provisions of this Section  5.13(E) of the Plan shall not apply to
any benefits accrued  (including subsequent adjustments for earnings and losses)  prior
to the adoption of these provisions. Such amounts shall  be separately accounted for in a
manner consistent with  Section 7.02 of the Plan and administered in accordance with  the
general survivor annuity requirements of Section 5.13 of  the Plan.





		F. 	 Transitional Rules




			1. 	 Any
living Participant not receiving benefits on August 23,  1984, who would otherwise not
receive the benefits prescribed  by the previous subsections of this Section 5.13 of the
Plan  must be given the opportunity to elect to have the prior  subsections of this
Section 5.13 of the Plan apply if such  Participant is credited with at least one Hour of
Service  under this Plan or a predecessor plan in a Plan Year beginning  on or after
January 1, 1976, and such Participant had at least  10 Years of Vesting Service when he
or she separated from  service.




			2. 	 Any
living Participant not receiving benefits on August 23,  1984, who was credited with at
least one Hour of Service under  this Plan or a predecessor plan on or after September 2,
1974,  and who is not otherwise credited with any service in a Plan  Year beginning on or
after January 1, 1976, must be given the  opportunity to have his or her benefits paid in
accordance  with Section 5.13(F)(4) of the Plan.




			3. 	 The
respective opportunities to elect (as described in Section  5.13(F)(1) and (2) of the
Plan above) must be afforded to the  appropriate Participants during the period
commencing on  August 23, 1984, and ending on the date benefits would  otherwise commence
to said Participants.




			4. 	 Any
Participant who has elected pursuant to Section 5.13(F)(2)  of the Plan and any
Participant who does not elect under  Section 5.13(F)(1) of the Plan or who meets the
requirements  of Section 5.13(F)(1) of the Plan except that such Participant  does not
have at least 10 Years of Vesting Service when he or  she separates from service, shall
have his or her benefits  distributed in accordance with all of the following
requirements if benefits would have been payable in the form  of a life annuity.




				a. 	 Automatic
Joint and Survivor Annuity - If benefits in the  form of a life annuity become payable to
a married  Participant who




					(1) 	 begins
to receive payments under the Plan on or after  Normal Retirement Age; or




					(2) 	 dies
on or after Normal Retirement Age while still  working for the Employer; or




					(3) 	 begins
to receive payments on or after the qualified  early retirement age; or




					(4) 	 separates
from service on or after attaining Normal  Retirement Age (or the qualified early
retirement  age) and after satisfying the eligibility  requirements for the payment of
benefits under the  Plan and thereafter dies before beginning to receive  such benefits;
then such benefits will be received  under this Plan in the form of a Qualified Joint and
Survivor Annuity, unless the Participant has elected  otherwise during the Election
Period. The Election  Period must begin at least six months before the  Participant
attains qualified early retirement age  and ends not more than 90 days before the
commencement of benefits. Any election hereunder will  be in writing (or any other form
permitted by the IRS  and DOL) and may be changed by the Participant at any  time.




				b. 	 Election
of Early Survivor Annuity - A Participant who is  employed after attaining the qualified
early retirement  age will be given the opportunity to elect, during the  Election
Period, to have a survivor annuity payable on  death. If the Participant elects the
survivor annuity,  payments under such annuity must not be less than the  payments which
would have been made to the Spouse under  the Qualified Joint and Survivor Annuity if the
Participant had retired on the day before his or her  death. Any election under this
provision will be in  writing (or any other form permitted by the IRS and DOL)  and may
be changed by the Participant at any time. The  Election Period begins on the later of
(1) the 90th day  before the Participant attains the qualified early  retirement age, or
(2) the date on which participation  begins, and ends on the date the Participant
terminates  employment.




				c. 	For
purposes of Section 5.13(F)(4) of the Plan,




					(1.) 	qualified
early retirement age is the latest of




						(a) 	the
earliest date, under the Plan, on which the  Participant may elect to receive retirement
benefits,




						(b) 	the
first day of the 120th month beginning before  the Participant reaches Normal Retirement
Age, or




						(c) 	the
date the Participant begins participation.




					(2.) 	Qualified
Joint and Survivor Annuity is an annuity  for the life of the Participant with a survivor
annuity for the life of the Spouse as described in  the Definitions Section of this Plan.




	  	The
provisions of this Section 5.13 of the Plan shall apply to a  Participant who is Vested
in amounts attributable to Employer  Contributions, Nondeductible Employee Contributions
(or both) at the  time of death or distribution.




	5.14 	 LIABILITY
FOR WITHHOLDING ON DISTRIBUTIONS



	  	The
Plan Administrator shall be responsible for withholding federal  income taxes from
distributions from the Plan, unless the Participant  (or Beneficiary, where applicable)
elects not to have such taxes  withheld. The Trustee or other payor may act as agent for
the Plan  Administrator to withhold such taxes and to make the appropriate  distribution
reports, if the Plan Administrator furnishes all the  information to the Trustee or other
payor such payor may need to do  withholding and reporting.




 
	 	
37	 


 

 











	5.15 	 DISTRIBUTION
OF EXCESS ELECTIVE DEFERRALS



		A. 	 General Rule - A Participant may assign
      to this Plan any Excess Elective Deferrals made during a taxable year of
      the Participant by notifying the Plan Administrator of the amount of the
      Excess Elective Deferrals to be assigned to the Plan. Unless specified otherwise
      in the Adoption Agreement, Participants who claim Excess Elective Deferrals
      for the preceding calendar year must submit their claims (either in writing
      or in any other form permitted under rules promulgated by the IRS and DOL)
      to the Plan Administrator by March 1. A Participant is deemed to notify
      the Plan Administrator of any Excess Elective Deferrals that arise by taking
      into account only those Elective Deferrals made to this Plan and any other
      plans of the Employer.




	 	 	Notwithstanding
any other provision of the Plan, Excess Elective  Deferrals, plus any income and minus
any loss allocable thereto,  shall be distributed no later than April 15th to any
Participant  to whose Individual Account Excess Elective Deferrals were  assigned for the
preceding year and who claims Excess Elective  Deferrals for such taxable year.




		B. 	 Determination of Income or Loss - Excess
      Elective Deferrals shall be adjusted for any income or loss up to the last
      day of the Plan Year. The income or loss allocable to Excess Elective Deferrals
      is equal to the income or loss allocable to the Participant’s Elective
      Deferral account for the taxable year multiplied by a fraction, the numerator
      of which is such Participant’s Excess Elective Deferrals for the year
      and the denominator is the Participant’s Individual Account balance
      attributable to Elective Deferrals without regard to any income or loss
      occurring during such taxable year. Notwithstanding the preceding sentence,
      the Plan Administrator may compute the income or loss allocable to Excess
      Elective Deferrals in the manner described in Section 7.02(B) of the Plan
      (i.e., the usual manner used by the Plan for allocating income or loss to
      Participants’ Individual Accounts or any reasonable method), provided
      such method is used consistently for all Participants and for all corrective
      distributions under the Plan for the Plan Year.




	5.16 	 DISTRIBUTION
OF EXCESS CONTRIBUTIONS



		A. 	 General Rule - Notwithstanding any other
      provision of this Plan, Excess Contributions, plus any income and minus
      any loss allocable thereto, shall be distributed no later than the last
      day of each Plan Year to Participants to whose Individual Accounts such
      Excess Contributions were allocated for the preceding Plan Year. Excess
      Contributions are allocated to the Highly Compensated Employees with the
      largest amounts of Employer Contributions taken into account in calculating
      the ADP test for the year in which the excess arose, beginning with the
      Highly Compensated Employee with the largest amount of such Employer Contributions
      and continuing in descending order until all the Excess Contributions have
      been allocated. For purposes of the preceding sentence, the “largest
      amount” is determined after distribution of any Excess Deferrals. If
      such Excess Contributions are distributed more than 21/2 months after the
      last day of the Plan Year in which such Contributions arose, a 10 percent
      excise tax will be imposed on the Employer maintaining the Plan with respect
      to such amounts.




		B. 	 Determination of Income or Loss - Excess
      Contributions shall be adjusted for any income or loss up to the last day
      of the Plan Year. The income or loss allocable to Excess Contributions allocated
      to each Participant is equal to the income or loss allocable to Participant’s
      Elective Deferral account (and, if applicable, the Qualified Nonelective
      Contribution account or the Qualified Matching Contributions account or
      both) for the Plan Year multiplied by a fraction, the numerator of which
      is such Participant’s Excess Contributions for the year and the denominator
      is the Participant’s Individual Account balance attributable to Elective
      Deferrals (and Qualified Nonelective Contributions or Qualified Matching
      Contributions, or both, if any of such contributions are included in the
      ADP test) without regard to any income or loss occurring during such Plan
      Year. Notwithstanding the preceding sentence, the Plan Administrator may
      compute the income or loss allocable to Excess Contributions in the manner
      described in Section 7.02(B) of the Plan (i.e., the usual manner used by
      the Plan for allocating income or loss to Participants’ Individual
      Accounts or any reasonable method), provided such method is used consistently
      for all Participants and for all corrective distributions under the Plan
      for the Plan Year.




		C. 	 Accounting for Excess Contributions -
      Excess Contributions allocated to a Participant shall be distributed from
      the Participant’s Elective Deferral account and Qualified Matching
      Contribution account (if applicable) in proportion to the Participant’s
      Elective Deferrals and Qualified Matching Contributions (to the extent used
      in the ADP test) for the Plan Year. Excess Contributions shall be distributed
      from the Participant’s Qualified Nonelective Contribution account only
      to the extent that such Excess Contributions exceed the balance in the Participant’s
      Elective Deferral account and Qualified Matching Contribution account.




	5.17 	 DISTRIBUTION
OF EXCESS AGGREGATE CONTRIBUTIONS



		A. 	 General Rule - Notwithstanding any other
      provision of this Plan, Excess Aggregate Contributions, plus any income
      and minus any loss allocable thereto, shall be forfeited, if forfeitable,
      or if not forfeitable, distributed no later than the last day of each Plan
      Year to Participants to whose accounts such Excess Aggregate Contributions
      were allocated for the preceding Plan Year. Excess Aggregate Contributions
      are allocated to the Highly Compensated Employee with the largest Contribution
      Percentage Amounts taken into account in calculating the ACP test for the
      year in which the excess arose, beginning with the Highly Compensated Employee
      with the largest amount of such Contribution Percentage Amounts and continuing
      in descending order until all the Excess Aggregate Contributions have been
      allocated. For purposes of the preceding sentence, the “largest amount”
      is determined after distribution of any Excess Aggregate Contributions.
      If such Excess Aggregate Contributions are distributed more than 21/2 months
      after the last day of the Plan Year in which such Excess Aggregate Contributions
      arose, a 10 percent excise tax will be imposed on the Employer maintaining
      the Plan with respect to those amounts.





		B. 	 Determination of Income or Loss - Excess
      Aggregate Contributions shall be adjusted for any income or loss up to the
      last day of the Plan Year. The income or loss allocable to Excess Aggregate
      Contributions allocated to each Participant is equal to the income or loss
      allocable to the Participant’s Nondeductible Employee Contribution
      account, Matching Contribution account (if any, and if all amounts therein
      are not used in the ADP test) and, if applicable, Qualified Nonelective
      Contribution account and Elective Deferral account for the Plan Year multiplied
      by a fraction, the numerator of which is such Participant’s Excess
      Aggregate Contributions for the year and the denominator is the Participant’s
      Individual Account balance(s) attributable to Contribution Percentage Amounts
      without regard to any income or loss occurring during such Plan Year. Notwithstanding
      the preceding sentence, the Plan Administrator may compute the income or
      loss allocable to Excess Aggregate Contributions in the manner described
      in Section 7.02(B) of the Plan (i.e., the usual manner used by the Plan
      for allocating income or loss to Participants’ Individual Accounts
      or any reasonable method), provided such method is used consistently for
      all Participants and for all corrective distributions under the Plan for
      the Plan Year.




 
	 	
38	 


 

 











		C. 	 Accounting for Excess Aggregate Contributions
      - Excess Aggregate Contributions allocated to a Participant shall be forfeited,
      if forfeitable or distributed on a pro rata basis from the Participant’s
      Nondeductible Employee Contribution account, Matching Contribution account,
      and Qualified Matching Contribution account (and, if applicable, the Participant’s
      Qualified Nonelective Contribution account or Elective Deferral account,
      or both).




	5.18 	 RECHARACTERIZATION



	  	Provided
the Plan allows Participants to make Nondeductible Employee  Contributions, a Participant
may elect to treat all or a portion of an  Excess Contribution allocated to him or her as
an amount distributed to  the Participant and then contributed by the Participant to the
Plan.  Recharacterized amounts will remain nonforfeitable and subject to the  same
distribution requirements as Elective Deferrals. Amounts may not  be recharacterized by a
Highly Compensated Employee to the extent that  such amount in combination with other
Nondeductible Employee  Contributions made by that Employee would exceed any stated limit
under  the Plan on Nondeductible Employee Contributions.




	  	Recharacterization
must occur no later than 21/2 months after the last  day of the Plan Year in which such
Excess Contributions arose and is  deemed to occur no earlier than the date the last
Highly Compensated  Employee is informed (either in writing or in any other form
permitted  under rules promulgated by the IRS and DOL) of the amount  recharacterized and
the consequences thereof. Recharacterized amounts  will be taxable to the Participant for
the Participant’s tax year in  which the Participant would have received them in
cash.




	5.19 	 LOANS
TO PARTICIPANTS



	  	If
the Adoption Agreement so indicates, a Participant may receive a  loan from the Fund,
subject to the following rules




		A. 	 Loans
shall be made available to all Participants on a reasonably  equivalent basis.
Notwithstanding the foregoing, loans shall not  be available to Participants who cease to
be employed by the  Employer, unless such Participants are parties-in-interest as
defined under Section 3(14) of ERISA.




		B. 	 Loans
shall not be made available to Highly Compensated Employees  in an amount greater than
the amount made available to other  Employees.




		C. 	 Loans
must be adequately secured and bear a reasonable interest  rate.




		D. 	 No
Participant loan shall exceed 50 percent of the Present Value of the Vested portion of a
Participant’s Individual  Account.




		E. 	 A
Participant must obtain the consent of his or her Spouse, if any, to the use of the
Individual Account as security for  the loan.  Spousal consent shall be obtained no
earlier than the beginning of the 90 day period that ends on the date on  which the loan
is to be so secured.  The consent must be in writing (or any other form permitted by the
IRS and DOL),  must acknowledge the effect of the loan, and must be witnessed by a plan
representative or notary public.  Such consent  shall thereafter be binding with respect
to the consenting Spouse or any subsequent Spouse with respect to that loan.  A  new
consent shall be required if the Individual Account is used for renegotiation, extension,
renewal, or other revision  of the loan.  Notwithstanding the foregoing, no spousal
consent is necessary if, at the time the loan is secured, no  consent would be required
for a distribution under Section 417(a)(2)(B) of the Code.  In addition, spousal consent
is  not required if the Plan or the Participant is not subject to Section 401(a)(11) of
the Code at the time the Individual  Account is used as security, or if the total
Individual Account subject to the security is less than or equal to $5,000.




		F. 	 In
the event of default, foreclosure on the note and attachment of  security will not occur
until a distributable event occurs in the  Plan.




		G. 	 No
loans will be made to any shareholder-employee or  Owner-Employee. For purposes of this
requirement, a  shareholder-employee means an employee or officer of an electing  small
business (Subchapter S) corporation who owns (or is  considered as owning within the
meaning of Section 318(a)(1) of  the Code), on any day during the taxable year of such
corporation,  more than five percent of the outstanding stock of the  corporation.




	 	 	If
a valid spousal consent has been obtained in accordance with  Section 5.13(E) of the
Plan, then, notwithstanding any other  provisions of this Plan, the portion of the
Participant’s Vested  Individual Account used as a security interest held by the
Plan by  reason of a loan outstanding to the Participant shall be taken  into account for
purposes of determining the amount of the  Individual Account payable at the time of
death or distribution,  but only if the reduction is used as repayment of the loan. If
less than 100 percent of the Participant’s Vested Individual  Account (determined
without regard to the preceding sentence) is  payable to the surviving Spouse, then the
Individual Account shall  be adjusted by first reducing the Vested Individual Account by
the  amount of the security used as repayment of the loan, and then  determining the
benefit payable to the surviving Spouse.




	 	 	To
avoid taxation to the Participant, no loan to any Participant  can be made to the extent
that such loan when added to the  outstanding balance of all other loans to the
Participant would  exceed the lesser of (a) $50,000 reduced by the excess (if any) of
the highest outstanding balance of loans during the one year  period ending on the day
before the loan is made, over the  outstanding balance of loans from the Plan on the date
the loan is  made, or (b) 50 percent of the Present Value of the nonforfeitable
Individual Account of the Participant. For the purpose of the  above limitation, all
loans from all plans of the Employer and  other members of a group of employers described
in Sections  414(b), 414(c), and 414(m) of the Code are aggregated.  Furthermore, any
loan shall by its terms require that repayment  (principal and interest) be amortized in
level payments, not less  frequently than quarterly, over a period not extending beyond
five  years from the date of the loan, unless such loan is used to  acquire a dwelling
unit which, within a reasonable time  (determined at the time the loan is made), will be
used as the  principal residence of the Participant. Notwithstanding the  foregoing, a
Participant will suspend his or her loan repayments  under this Plan as permitted under
Section 414(u)(4) of the Code.  An assignment or pledge of any portion of the Participant’s
interest in the Plan and a loan, pledge, or assignment with  respect to any insurance
contract purchased under the Plan, will  be treated as a loan under this paragraph.




	 	 	The
Plan Administrator shall administer the loan program in  accordance with specific rules
that are documented either in  writing or in such other format as permitted by the IRS
and the  DOL. Such rules shall include, at a minimum, the following 1. the  identity of
the person or positions authorized to administer the  Participant loan program; 2. the
procedure for applying for loans;  3. the basis on which loans will be approved or
denied; 4.  limitations (if any) on the types and amounts of loans offered; 5.  the
procedure under the program for determining a reasonable rate  of interest; 6. the types
of collateral which may secure a  Participant loan; and 7. the events constituting
default and the  steps that will be taken to preserve Plan assets in the event of  such
default.




 
	 	
39	 


 

 











	
      

      SECTION SIX: DEFINITIONS
      

    




	Unless  modified in Section Six of the Adoption
Agreement, words and phrases used  in the Plan  with initial capital letters shall, for
the purpose of this Plan,  have the meanings set  forth in the portion of the Basic Plan
Document titled  “Definitions” unless  the context indicates that other
meanings  are intended.




	
      

      SECTION SEVEN: MISCELLANEOUS
      

    




	7.01 	 THE
FUND





		A. 	 Establishment and Maintenance



	 	 	By
adopting this Plan, the Employer establishes the Fund which  shall consist of the assets
of the Plan held by the Trustee  pursuant to Section Eight. Assets within the Fund may be
pooled on  behalf of all Participants, earmarked on behalf of each  Participant or be a
combination of pooled and earmarked assets. To  the extent that assets are earmarked for
a particular Participant,  they will be held in a Separate Fund for that Participant.




	 	 	No
part of the corpus or income of the Fund may be used for, or  diverted to, purposes other
than for the exclusive benefit of  Participants or their Beneficiaries. The Fund will be
valued each  Valuation Date at fair market value.





		B. 	 Division Of Fund Into Investment Funds



	 	 	The
Employer may direct the Trustee to divide and redivide the  Fund into one or more
Investment Funds. Such Investment Funds may  include, but not be limited to, Investment
Funds representing the  assets under the control of an investment manager pursuant to
Section 7.22(C) of the Plan and Investment Funds representing  investment options
available for individual direction by  Participants pursuant to Section 7.22(B) of the
Plan. Upon each  division or redivision, the Employer may specify the part of the  Fund
to be allocated to each such Investment Fund and the terms  and conditions, if any, under
which the assets in such Investment  Fund shall be invested.




	7.02 	 INDIVIDUAL
ACCOUNTS





		A. 	 Establishment and Maintenance



	 	 	The
Plan Administrator shall establish and maintain an Individual  Account in the name of
each Participant to reflect the total value  of his or her interest in the Fund
(including but not limited to  Employer Contributions and earnings thereon). Each
Individual  Account established hereunder shall consist of such subaccounts as  may be
needed for each Participant, including:




			1. 	a
subaccount to reflect Employer Contributions and Forfeitures  allocated on behalf of a
Participant;




			2. 	a
subaccount to reflect a Participant’s rollover contributions;




			3. 	a
subaccount to reflect a Participant’s transfer contributions;




			4. 	a
subaccount to reflect a Participant’s Nondeductible Employee  Contributions; and




			5. 	a
subaccount to reflect a Participant’s Elective Deferrals.




	 	 	The
Plan Administrator may establish additional accounts as it may  deem necessary for the
proper administration of the Plan,  including, but not limited to, a suspense account for
Forfeitures  as required pursuant to Section 4.01(C) or (D) of the Plan.




	 	 	If
this Plan is funded by individual contracts that provide a  Participant’s benefit
under the Plan, such individual contracts  shall constitute the Participant’s
Individual Account. If this  Plan is funded by group contracts, under the group annuity
or  group insurance contract, premiums or other consideration received  by the insurance
company must be allocated to Participants’ Individual Accounts under the Plan.





		B. 	 Valuation Of Individual Accounts




			1. 	 Where
all or a portion of the assets of a Participant’s  Individual Account are invested
in a Separate Fund for the  Participant, then the value of that portion of such
Participant’s Individual Account at any relevant time equals  the sum of the fair
market values of the assets in such  Separate Fund, less any applicable charges or
penalties.




			2. 	The
fair market value of the remainder of each Individual  Account is determined in the
following manner:




				a. 	 Separate Fund - First, the portion of
      the Individual Account invested in each Investment Fund as of the previous
      Valuation Date is determined. Each such portion is reduced by any withdrawal
      made from the applicable Investment Fund to or for the benefit of a Participant
      or the Participant’s Beneficiary, further reduced by any amounts forfeited
      by the Participant pursuant to Section 4.01(C) or (D) of the Plan, and further
      reduced by any transfer to another Investment Fund since the previous Valuation
      Date, and is increased by any amount transferred from another Investment
      Fund since the previous Valuation Date. The resulting amounts are the net
      Individual Account portions invested in the Investment Funds.




				b. 	 No Separate Fund - Second, the net Individual
      Account portions invested in each Investment Fund are adjusted upwards or
      downwards, pro rata (i.e., ratio of each net Individual Account portion
      to the sum of all net Individual Account portions) so that the sum of all
      the net Individual Account portions invested in an Investment Fund will
      equal the then fair market value of the Investment Fund. Notwithstanding
      the previous sentence, for the first Plan Year only, the net Individual
      Account portions shall be the sum of all contributions made to each Participant’s
      Individual Account during the first Plan Year.




 
	 	
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				c. 	 Allocations - Third, any contributions
      to the Plan and Forfeitures are allocated in accordance with the appropriate
      allocation provisions of Section Three of the Plan. For purposes of Section
      Seven of the Plan, contributions made by the Employer for any Plan Year
      but after that Plan Year will be considered to have been made on the last
      day of that Plan Year regardless of when paid to the Trustee.




	 				Amounts
contributed between Valuation Dates will not be  credited with investment gains or losses
until the next  following Valuation Date.




				d. 	 Aggregation of Portions - Finally, the
      portions of the Individual Account invested in each Investment Fund (determined
      in accordance with (a), (b) and (c) above) are added together.




		C. 	 Modification Of Method For Valuing Individual
      Accounts - If necessary or appropriate, the Plan Administrator may establish
      different or additional procedures (which shall be uniform and nondiscriminatory)
      for determining the fair market value of the Individual Accounts including,
      but not limited to, valuation on a daily basis pursuant to the number of
      shares of each permissible investment held on behalf of a Participant.




	7.03 	 POWERS
AND DUTIES OF THE PLAN ADMINISTRATOR




		A. 	 The
Plan Administrator may, by appointment, allocate the duties of  the Plan Administrator
among several individuals or entities. Such  appointments shall not be effective until
the party designated  accepts such appointment in writing.




		B. 	 The
Plan Administrator shall have the authority to control and  manage the operation and
administration of the Plan. The Plan  Administrator shall administer the Plan for the
exclusive benefit  of the Participants and their Beneficiaries in accordance with the
specific terms of the Plan.




		C. 	 The
Plan Administrator shall be charged with the duties of the  general administration of the
Plan, including, but not limited to,  the following:




			1. 	 To
determine all questions of interpretation or policy in a  manner consistent with the Plan’s
documents and the Plan  Administrator’s construction or determination in good faith
shall be conclusive and binding on all persons except as  otherwise provided herein or by
law. Any interpretation or  construction shall be done in a nondiscriminatory manner and
shall be consistent with the intent that the Plan shall  continue to be deemed a
qualified plan under the terms of  Section 401(a) of the Code, as amended from
time-to-time, and  shall comply with the terms of ERISA, as amended from  time-to-time;




			2. 	 To
determine all questions relating to the eligibility of  Employees to become or remain
Participants hereunder;




			3. 	 To
compute the amounts necessary or desirable to be  contributed to the Plan;




			4. 	 To
compute the amount and kind of benefits to which a  Participant or Beneficiary shall be
entitled under the Plan  and to direct the Trustee with respect to all disbursements
under the Plan, and, when requested by the Trustee, to furnish  the Trustee with
instructions, in writing, on matters  pertaining to the Plan and the Trustee may rely and
act  thereon;




			5. 	 To
maintain all records necessary for the administration of  the Plan;




			6. 	 To
be responsible for preparing and filing such disclosures  and tax forms as may be
required from time-to-time by the  Secretary of Labor or the Secretary of the Treasury;




			7. 	 To
furnish each Employee, Participant or Beneficiary such  notices, information and reports
under such circumstances as  may be required by law;




			8. 	 To
periodically review the performance of each Fiduciary and  all other relevant parties to
ensure such individuals’ obligations under the Plan are performed in a manner that
is  acceptable under the Plan and applicable law; and




			9. 	 To
furnish a statement to each Participant or Beneficiary no  later than 270 days after the
close of each Plan Year,  indicating the Individual Account balances of such Participant
as of the last Valuation Date in such Plan Year.




			10. 	To
be responsible for determining the valuation of accounts in  accordance with Section 7.02
of the Plan.




		D. 	 The
Plan Administrator shall have all of the powers necessary or  appropriate to accomplish
his or her duties under the Plan,  including, but not limited to, the following:




			1. 	 To
appoint and retain such persons as may be necessary to  carry out the functions of the
Plan Administrator;




			2. 	 To
appoint and retain counsel, specialists or other persons as  the Plan Administrator deems
necessary or advisable in the  administration of the Plan;




			3. 	 To
resolve all questions of administration of the Plan;




			4. 	 To
establish such uniform and nondiscriminatory rules which it  deems necessary to carry out
the terms of the Plan;




			5. 	 To
make any adjustments in a uniform and nondiscriminatory  manner which it deems necessary
to correct any arithmetical or  accounting errors which may have been made for any Plan
Year;  and




			6. 	 To
correct any defect, supply any omission or reconcile any  inconsistency in such manner
and to such extent as shall be  deemed necessary or advisable to carry out the purpose of
the  Plan.




 
	 	
41	 


 

 











			7. 	 If
the Plan permits a form of distribution other than a lump  sum, and a Participant elects
such form of distribution, the  Plan Administrator may place that Participant’s
Individual  Account into a segregated Investment Fund for the purpose of  maintaining the
necessary liquidity to provide benefit  installments on a periodic basis.




	7.04 	 EXPENSES
AND COMPENSATION 



	  	All
reasonable  expenses of administration including, but not limited  to, those involved in
retaining  necessary professional assistance may  be paid from the  assets of the Fund.
Alternatively, the Employer may,  in its discretion, pay any or all  such expenses.
Pursuant to uniform  and nondiscriminatory rules that the Plan  Administrator may
establish  from time-to-time, administrative expenses and expenses  unique to a
particular Participant may be charged to a Participant’s Individual  Account
(subject to rules promulgated by the IRS and the DOL) or the  Plan Administrator  may
allow Participants to pay such fees outside of  the Plan. The Employer shall furnish  the
Plan Administrator with such  clerical and other assistance as the Plan Administrator
may need in the  performance of his or her duties.




	7.05 	 INFORMATION
FROM EMPLOYER



	  	To
enable the Plan Administrator to perform his or her duties, the  Employer shall supply
complete, accurate and timely information to the  Plan Administrator (or his or her
designated agents) on all matters  relating to the Compensation of all Participants;
their regular  employment; retirement, death, Disability or Termination of Employment;
and such other pertinent facts as the Plan Administrator (or his or her  agents) may
require. The Plan Administrator shall advise the Trustee of  such of the foregoing facts
as may be pertinent to the Trustee’s duties  under the Plan. The Plan Administrator
(or his or her agents) is  entitled to rely on such information as is supplied by the
Employer and  shall have no duty or responsibility to verify such information.




	7.06 	 PLAN
AMENDMENTS



		A. 	Right Of Prototype Sponsor To Amend The Plan
      Or Terminate Sponsorship




			1. 	 The
Employer, by adopting the Plan, expressly delegates to the  Prototype Sponsor the power,
but not the duty, to amend the  Plan without any further action or consent of the
Employer as  the Prototype Sponsor deems either necessary for the purpose  of adjusting
the Plan to comply with all laws and regulations  governing pension or profit sharing
plans or desirable to the  extent consistent with such laws and regulations.
Specifically, it is understood that the amendments may be made  unilaterally by the
Prototype Sponsor. However, it shall be  understood that the Prototype Sponsor shall be
under no  obligation to amend the Plan documents and the Employer  expressly waives any
rights or claims against the Prototype  Sponsor for not exercising this power to amend.
For purposes  of Prototype Sponsor amendments, the mass submitter shall be  recognized as
the agent of the Prototype Sponsor. If the  Prototype Sponsor does not adopt the
amendments made by the  mass submitter, it will no longer be identical to or a minor
modifier of the mass submitter plan and will be considered an  individually designed plan.




			2. 	 An
amendment by the Prototype Sponsor shall be accomplished by  giving notice (either in
writing or in any other form  permitted under rules promulgated by the IRS and DOL) to
the  Adopting Employer of the amendment to be made. The notice  shall set forth the text
of such amendment and the date such  amendment is to be effective. Such amendment shall
take effect  unless within the 30 day period after such notice is provided,  or within
such shorter period as the notice may specify, the  Adopting Employer gives the Prototype
Sponsor written notice  of refusal to consent to the amendment. Such written notice of
refusal shall have the effect of withdrawing the Plan as a  prototype plan and shall
cause the Plan to be considered an  individually designed plan. The right of the
Prototype Sponsor  to cause the Plan to be amended shall terminate should the  Plan cease
to conform as a prototype plan as provided in this  or any other section.




			3. 	 In
addition to the amendment rights described above, the  Prototype Sponsor shall have the
right to terminate its  sponsorship of this Plan by providing notice (either in  writing
or in any other form permitted under rules promulgated  by the IRS and DOL) to the
Adopting Employer of such  termination. Such termination of sponsorship shall have the
effect of withdrawing the Plan as a prototype plan and shall  cause the Plan to be
considered an individually designed plan.  The Prototype Sponsor shall have the right to
terminate its  sponsorship of this Plan regardless of whether the Prototype  Sponsor has
terminated sponsorship with respect to other  employers adopting its prototype Plan.




		B. 	 Right Of Adopting Employer To Amend The Plan
      - The Adopting Employer may 1. change options previously selected in the
      Adoption Agreement; 2. add overriding language in the Adoption Agreement
      when such language is necessary to satisfy Section 415 or Section 416 of
      the Code because of the required aggregation of multiple plans; and 3. add
      certain model amendments published by the IRS which specifically provide
      that their adoption will not cause the Plan to be treated as individually
      designed. An Adopting Employer that amends the Plan for any other reason,
      including a waiver of the minimum funding requirement under Section 412(d)
      of the Code, will no longer participate in this prototype plan and will
      be considered to have an individually designed plan.




	 	 	An
Adopting Employer who wishes to amend the Plan shall document  the amendment in writing,
executed by a duly authorized officer of  the Adopting Employer. If the amendment is in
the form of a  restated Adoption Agreement, the amendment shall become effective  on the
date provided on the Adoption Agreement. Any other  amendment shall become effective as
described therein upon  execution by the Adopting Employer and, if appropriate, the
Trustee. A copy of a restated Adoption Agreement or other  amendment must be provided to
the Prototype Sponsor and the  Trustee prior to the effective date of the amendment.




	 	 	The
Adopting Employer further reserves the right to replace the  Plan in its entirety by
adopting another retirement plan which the  Adopting Employer designates as a replacement
plan.




		C. 	 Limitation On Power To Amend - No amendment
      to the Plan shall be effective to the extent that it has the effect of decreasing
      a Participant’s accrued benefit. Notwithstanding the preceding sentence,
      a Participant’s Individual Account may be reduced to the extent permitted
      under Section 412(c)(8) of the Code. For purposes of this paragraph, a plan
      amendment which has the effect of decreasing a Participant’s Individual
      Account with respect to benefits attributable to service before the amendment
      shall be treated as reducing an accrued benefit. Where this Plan document
      is being adopted to amend another plan that contains a protected benefit
      not provided for in this document, the Employer may attach a supplement
      to the Adoption Agreement that describes such protected benefit which shall
      become part of the Plan.




 
	 	
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	 	 	No
amendment to the Plan shall be effective to eliminate or  restrict an optional form of
benefit. The preceding sentence shall  not apply to a Plan amendment that eliminates or
restricts the  ability of a Participant to receive payment of his or her  Individual
Account under a particular optional form of benefit if  the amendment satisfies the
conditions in (1) and (2) below:




			(1) 	The
amendment provides a single-sum distribution form that is  otherwise identical to the
optional form of benefit eliminated  or restricted. For purposes of this condition (1), a
single-sum distribution form is otherwise identical only if it  is identical in all
respects to the eliminated or restricted  optional form of benefit (or would be identical
except that it  provides greater rights to the Participant) except with  respect to the
timing of payments after commencement.




			(2) 	The
amendment is not effective unless the amendment provides  that the amendment shall not
apply to any distribution with an  annuity starting date earlier than the earlier of; (i)
the  90th day after the date the Participant receiving the  distribution has been
furnished a summary that reflects the  amendment and that satisfies the ERISA
requirements at Section  2520.104b-3 of the DOL Regulations relating a summary of
material modifications or (ii) the first day of the second  Plan Year following the Plan
Year in which the amendment is  adopted.




		D. 	 Amendment Of Vesting Schedule - If the
      vesting schedule of the Plan is amended, in the case of an Employee who
      is a Participant as of the later of the date such amendment is adopted or
      the date it becomes effective, the Vested percentage (determined as of such
      date) of such Employee’s Individual Account derived from Employer Contributions
      will not be less than the percentage computed under the Plan as of that
      date without regard to such amendment. Furthermore, if the Plan’s vesting
      schedule is amended, or the Plan is amended in any way that directly or
      indirectly affects the computation of the Participant’s Vested percentage,
      or if the Plan is deemed amended by an automatic change to or from a top-heavy
      vesting schedule, each Participant with at least three Years of Vesting
      Service with the Employer may elect, within the time set forth below, to
      have the Vested percentage computed under the Plan without regard to such
      amendment.




	 	 	For
Participants who do not have at least one Hour of Service in  any Plan Year beginning
after December 31, 1988, the preceding  sentence shall be applied by substituting “five
Years of Vesting  Service” for “three Years of Vesting Service” where such
language  appears.




	 	 	The
period during which the election may be made shall commence  with the date the amendment
is adopted or deemed to be made and  shall end the later of




			1. 	60
days after the amendment is adopted;




			2. 	60
days after the amendment becomes effective; or




			3. 	 60
days after the Participant is issued a notice (either in  writing or in any other form
permitted under rules promulgated  by the IRS and DOL) of the amendment by the Employer
or Plan  Administrator.




		E. 	 Amendment of Trust Provisions - Notwithstanding
      anything in this Plan to the contrary, the trust provisions of this Plan
      may be amended in accordance with Section 5.11 of IRS Revenue Procedure
      2000-20 or any subsequent guidance provided by the IRS, so as not to be
      considered an individually designed plan. Amendments to the trust provisions
      shall be agreed upon, in writing, by the Trustee and the Adopting Employer.




	7.07 	 PLAN
MERGER OR CONSOLIDATION



	  	In
the case of any merger or consolidation of the Plan with, or  transfer of assets or
liabilities of such Plan to, any other plan, each  Participant shall be entitled to
receive benefits immediately after the  merger, consolidation, or transfer (if the Plan
had then terminated)  which are equal to or greater than the benefits he or she would
have  been entitled to receive immediately before the merger, consolidation,  or transfer
(if the Plan had then terminated). The Trustee has the  authority to enter into merger
agreements or agreements to directly  transfer the assets of this Plan but only if such
agreements are made  with trustees or custodians of other retirement plans described in
Section 401(a) of the Code or such other plans permitted by laws or  regulations.




	7.08 	 PERMANENCY



	  	The
Employer expects to continue this Plan and make the necessary  contributions thereto
indefinitely, but such continuance and payment is  not assumed as a contractual
obligation. Neither the Adoption Agreement  nor the Plan nor any amendment or
modification thereof nor the making  of contributions hereunder shall be construed as
giving any Participant  or any person whomsoever any legal or equitable right against the
Employer, the Trustee, the Plan Administrator or the Prototype Sponsor  except as
specifically provided herein, or as provided by law.




	7.09 	 METHOD
AND PROCEDURE FOR TERMINATION



	  	The
Plan may be terminated by the Adopting Employer at any time by  appropriate action of its
managing body. Such termination shall be  effective on the date specified by the Adopting
Employer. The Plan  shall terminate, if required by either the IRS or the DOL, if the
Adopting Employer shall be dissolved or terminated. Written notice of  the termination
and effective date thereof shall be given to the  Trustee, Plan Administrator, Prototype
Sponsor, Participants and  Beneficiaries of deceased Participants, and the required
filings (such  as the Form 5500 series and others) must be made with the IRS and any
other regulatory body as required by current laws and regulations.  Until all of the
assets have been distributed from the Fund, the  Adopting Employer must keep the Plan in
compliance with current laws  and regulations by (a) making appropriate amendments to the
Plan and  (b) taking such other measures as may be required.




	7.10 	 CONTINUANCE
OF PLAN BY SUCCESSOR EMPLOYER



	  	Notwithstanding
the preceding Section 7.09 of the Plan, a successor of  the Adopting Employer may
continue the Plan and be substituted in the  place of the present Adopting Employer. The
successor and the present  Adopting Employer (or, if deceased, the executor of the estate
of a  deceased Self-Employed Individual who was the Adopting Employer) must  execute a
written instrument authorizing such substitution and the  successor shall amend the Plan
in accordance with Section 7.06 of the  Plan.




	7.11 	 FAILURE
OF PLAN QUALIFICATION



	  	If
the Plan fails to retain its qualified status, the Plan will no  longer be considered to
be part of a prototype plan, and such Employer  can no longer participate under this
prototype. In such event, the Plan  will be considered an individually designed plan.




 
	 	
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	7.12 	 GOVERNING
LAWS AND PROVISIONS



	  	To
the extent such laws are not preempted by federal law, the terms and  conditions of this
Plan shall be governed by the laws of the state in  which the Prototype Sponsor is
located, unless otherwise agreed to in  writing by the Prototype Sponsor and the Employer.




	  	In
the event of any conflict between the provisions of this Basic Plan  Document and
provisions of the Adoption Agreement, the summary plan  description, or any related
documents, the Basic Plan Document will  control.




	7.13 	 STATE
COMMUNITY PROPERTY LAWS



	  	The
terms and conditions of this Plan shall be applicable without  regard to the community
property laws of any state.




	7.14 	 HEADINGS



	  	The
headings of the Plan have been inserted for convenience of  reference only and are to be
ignored in any construction of the  provisions hereof.




	7.15 	 GENDER
AND NUMBER



	  	Whenever
any words are used herein in the masculine gender they shall  be construed as though they
were also used in the feminine gender in  all cases where they would so apply, and
whenever any words are used  herein in the singular form they shall be construed as
though they were  also used in the plural form in all cases where they would so apply.




	7.16 	 STANDARD
OF FIDUCIARY CONDUCT



	  	The
Employer, Plan Administrator, Trustee and any other Fiduciary under  this Plan shall
discharge their duties with respect to this Plan solely  in the interests of Participants
and their Beneficiaries, and with the  care, skill, prudence and diligence under the
circumstances then  prevailing that a prudent man acting in like capacity and familiar
with  such matters would use in the conduct of an enterprise of a like  character and
with like aims. No Fiduciary shall cause the Plan to  engage in any transaction known as
a “prohibited transaction” under  either the Code or ERISA.




	7.17 	 GENERAL
UNDERTAKING OF ALL PARTIES



	  	All
parties to this Plan and all persons claiming any interest  whatsoever hereunder agree to
perform any and all acts and execute any  and all documents and papers which may be
necessary or desirable for  the carrying out of this Plan and any of its provisions.




	7.18 	 AGREEMENT
BINDS HEIRS, ETC.



	  	This
Plan shall be binding upon the heirs, executors, administrators,  successors and assigns,
as those terms shall apply to any and all  parties hereto, present and future.




	7.19 	 DETERMINATION
OF TOP-HEAVY STATUS



		A. 	 In General




	 	 	Except
as provided in Section 7.19(B) of the Plan, for any Plan  Year beginning after December
31, 1983, this Plan is a Top-Heavy  Plan if any of the following conditions exist:




			1. 	 If
the top-heavy ratio for this Plan exceeds 60 percent and  this Plan is not part of any
Required Aggregation Group or  Permissive Aggregation Group of plans;




			2. 	 If
this Plan is part of a Required Aggregation Group of plans  but not part of a Permissive
Aggregation Group and the  top-heavy ratio for the group of plans exceeds 60 percent;




			3. 	 If
this Plan is a part of a Required Aggregation Group and  part of a Permissive Aggregation
Group of plans and the  top-heavy ratio for the Permissive Aggregation Group exceeds  60
percent.





		B. 	 Top-Heavy Ratio




			1. 	 If
the Employer maintains one or more defined contribution  plans (including any simplified
employee pension plan) and the  Employer has not maintained any defined benefit plan
which  during the five-year period ending on the Determination  Date(s) has or has had
accrued benefits, the top-heavy ratio  for this Plan alone or for the Required or
Permissive  Aggregation Group as appropriate is a fraction, the numerator  of which is
the sum of the account balances of all Key  Employees as of the Determination Date(s)
(including any part  of any account balance distributed in the five-year period  ending
on the Determination Date(s)), and the denominator of  which is the sum of all account
balances (including any part  of any account balance distributed in the five-year period
ending on the Determination Date(s)), both computed in  accordance with Section 416 of
the Code and the regulations  thereunder. Both the numerator and the denominator of the
top-heavy ratio are increased to reflect any contribution not  actually made as of the
Determination Date, but which is  required to be taken into account on that date under
Section  416 of the Code and the regulations thereunder.




			2. 	 If
the Employer maintains one or more defined contribution  plans (including any simplified
employee pension plan) and the  Employer maintains or has maintained one or more defined
benefit plans which during the five-year period ending on the  Determination Date(s) has
or has had any accrued benefits, the  top-heavy ratio for any Required or Permissive
Aggregation  Group, as appropriate, is a fraction, the numerator of which  is the sum of
account balances under the aggregated defined  contribution plan or plans for all Key
Employees, determined  in accordance with 1. above, and the Present Value of accrued
benefits under the aggregated defined benefit plan or plans  for all Key Employees as of
the Determination Date(s), and the  denominator of which is the sum of the account
balances under  the aggregated defined contribution plan or plans for all  Participants,
determined in accordance with 1. above, and the  Present Value of accrued benefits under
the defined benefit  plan or plans for all Participants as of the Determination  Date(s),
all determined in accordance with Section 416 of the  Code and the regulations
thereunder. The accrued benefits  under a defined benefit plan in both the numerator and
denominator of the top-heavy ratio are increased for any  distribution of an accrued
benefit made in the five-year  period ending on the Determination Date.




 
	 	
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			3. 	 For
purposes of 1. and 2. above, the value of account balances  and the Present Value of
accrued benefits will be determined  as of the most recent Valuation Date that falls
within or ends  with the 12-month period ending on the Determination Date,  except as
provided in Section 416 of the Code and the  regulations thereunder for the first and
second plan years of  a defined benefit plan. The account balances and accrued  benefits
of a Participant (a) who is not a Key Employee but  who was a Key Employee in a Prior
Year, or (b) who has not  been credited with at least one Hour of Service with any
employer maintaining the plan at any time during the five-year  period ending on the
Determination Date will be disregarded.  The calculation of the top-heavy ratio, and the
extent to  which distributions, rollovers, and transfers are taken into  account will be
made in accordance with Section 416 of the  Code and the regulations thereunder.
Deductible employee  contributions will not be taken into account for purposes of
computing the top-heavy ratio. When aggregating plans the  value of account balances and
accrued benefits will be  calculated with reference to the Determination Dates that fall
within the same calendar year.




	 		 	The
accrued benefit of a Participant other than a Key Employee  shall be determined under (a)
the method, if any, that  uniformly applies for accrual purposes under all defined
benefit plans maintained by the Employer, or (b) if there is  no such method, as if such
benefit accrued not more rapidly  than the slowest accrual rate permitted under the
fractional  rule of Section 411(b)(1)(C) of the Code.





		C. 	 SIMPLE 401(k) Plan Exception


	 	 	Notwithstanding Section 7.19(A) of the Plan above,
      the Plan is not treated as a Top-Heavy Plan under Section 416 of the Code
      for any Year for which an Eligible Employer maintains this Plan as a SIMPLE
      401(k) Plan.



	7.20 	 INALIENABILITY
OF BENEFITS 



	  	No
benefit or interest available hereunder will be subject to  assignment or  alienation,
either voluntarily or involuntarily. The  preceding sentence shall not apply  to
judgements and settlements  described in Section 401(a)(13)(C) of the Code and Section
206(d)(4) of  ERISA. Such sentence shall apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a  Participant pursuant to
a Domestic Relations Order, unless such order  is determined to be a Qualified Domestic
Relations Order, as defined in  the Definitions Section of the Plan.




	  	Generally,
a Domestic Relations Order cannot be a Qualified Domestic  Relations Order until January
1, 1985. However, in the case of a  Domestic Relations Order entered before such date,
the Plan  Administrator:




		(1) 	 shall
treat such order as a Qualified Domestic Relations Order if  such Plan  Administrator is
paying benefits pursuant to such order  on such date, and




		(2) 	 may
treat any other such order entered before such date as a  Qualified Domestic  Relations
Order even if such order does not  meet the requirements of Section 414(p) of  the Code.




	  	Notwithstanding
any provision of the Plan to the contrary, a  distribution to an Alternate Payee under a
Qualified Domestic Relations  Order shall be permitted even if the Participant affected
by such order  is not otherwise entitled to a distribution, and even if such  Participant
has not attained the earliest retirement age as defined in  Section 414(p) of the Code.




	7.21 	 BONDING



	  	Every
Fiduciary and every person who handles funds or other property of  the Plan shall be
bonded in accordance with Section 412 of ERISA and  the regulations thereunder for
purposes of protecting the Plan against  loss by reason of acts of fraud or dishonesty on
the part of the  person, group or class, alone or in connivance with others, to be
covered by such bond. The amount of the bond shall be fixed at the  beginning of each
Plan Year and shall not be less than 10 percent of  the amount of funds handled. The
amount of funds handled shall be  determined by the funds handled the previous Plan Year
or, if none, the  amount of funds estimated, in accordance with rules provided by the
Secretary of Labor, to be handled during the current Plan Year.  Notwithstanding the
foregoing, no bond shall be less than $1,000 nor  more than $500,000 except that the
Secretary of Labor shall have the  right to prescribe an amount in excess of $500,000.




	7.22 	 INVESTMENT
AUTHORITY



		A. 	 Plan Investments



	 	 	Except
as provided in Section 7.22(B) of the Plan (relating to  individual direction of
investments by Participants), the Adopting  Employer, not the Trustee, shall have
exclusive management and  control over the investment of the Fund into any permitted
investment. The Adopting Employer shall be responsible for  establishing a funding policy
statement on behalf of the Plan and  shall provide a copy of such funding policy
statement to the  Trustee. Notwithstanding the foregoing, if the Trustee is  designated
as a Discretionary Trustee on the Adoption Agreement,  the Trustee may enter into an
agreement with the Adopting Employer  whereby the Trustee will manage the investment of
all or a portion  of the Fund. Any such agreement shall be in writing and set forth  such
matters as the Discretionary Trustee deems necessary or  desirable.





		B. 	 Direction Of Investments By Participants



	 	 	Unless
otherwise indicated in the Adoption Agreement, each  Participant shall have the
responsibility for directing the  Trustee regarding the investment of all or part of his
or her  Individual Account. If all of the requirements of Section 404 of  ERISA are
satisfied, then to the extent so directed, the Adopting  Employer, Plan Administrator,
Trustee and all other Fiduciaries  are relieved of their Fiduciary responsibility under
Section 404  of ERISA, provided that it shall be the Adopting Employer’s
responsibility to direct the Trustee as to permissible investments  into which
Participants may direct their individual investments.




	 	 	The
Plan Administrator shall direct that a Separate Fund be  established in the name of each
Participant who directs the  investment of part or all of his or her Individual Account.
Each  Separate Fund shall be charged or credited (as appropriate) with  the earnings,
gains, losses or expenses attributable to such  Separate Fund. No Fiduciary shall be
liable for any loss that  results from a Participant’s individual direction. The
assets  subject to individual direction shall not be invested in  collectibles as that
term is defined in Section 408(m) of the  Code.




	 	 	The
Plan Administrator shall establish such uniform and  nondiscriminatory rules relating to
individual direction as it  deems necessary or advisable including, but not limited to,
rules  describing (1) which portions of Participants’ Individual Accounts  can be
individually directed; (2) the frequency of investment  changes; (3) the forms and
procedures for making investment  changes; and (4) the effect of a Participant’s
failure to make a  valid direction.




 
	 	
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	 	 	The
Plan Administrator may, in a uniform and nondiscriminatory  manner, limit the available
investments for Participants’ individual direction to certain specified investment
options  (including, but not limited to, certain mutual funds, investment  contracts,
deposit accounts and group trusts). The Plan  Administrator may permit, in a uniform and
nondiscriminatory  manner, a Beneficiary of a deceased Participant or the Alternate
Payee under a Qualified Domestic Relations Order to individually  direct in accordance
with this Section 7.22(B) of the Plan.





		C. 	 Investment Managers




			1. 	 Definition of Investment Manager - The
      Adopting Employer may appoint one or more investment managers to make investment
      decisions with respect to all or a portion of the Fund. The investment manager
      shall be any firm or individual registered as an investment adviser under
      the Investment Advisers Act of 1940, a bank as defined in said Act or an
      insurance company qualified under the laws of more than one state to perform
      services consisting of the management, acquisition or disposition of any
      assets of the Plan.





			2. 	 Investment Manager’s Authority -
      A separate Investment Fund shall be established representing the assets
      of the Fund invested at the direction of the investment manager. The investment
      manager so appointed shall direct the Trustee with respect to the investment
      of such Investment Fund. The investments which may be acquired at the direction
      of the investment manager are those described in Section 7.22(D) of the
      Plan.




			3. 	 Written Agreement - The appointment of
      any investment manager shall be by written agreement between the Adopting
      Employer and the investment manager and a copy of such agreement (and any
      modification or termination thereof) must be given to the Trustee. The agreement
      shall set forth, among other matters, the effective date of the investment
      manager’s appointment and an acknowledgment by the investment manager
      that it is a Fiduciary of the Plan under ERISA.





			4. 	 Concerning the Trustee - Written notice
      of each appointment of an investment manager shall be given to the Trustee
      in advance of the effective date of such appointment. Such notice shall
      specify which portion of the Fund will constitute the Investment Fund subject
      to the investment manager’s direction. The Trustee shall comply with
      the investment direction given to it by the investment manager and will
      not be liable for any loss which may result by reason of any action (or
      inaction) it takes at the direction of the investment manager.





		D. 	 Permissible Investments




	 	 	The
Trustee may, subject to the funding policy statement provided  by the Adopting Employer,
invest the assets of the Plan in  property of any character, real or personal, including,
but not  limited to the following: stocks, including shares of open-end  investment
companies (mutual funds); bonds; notes; debentures;  options; limited partnership
interests; mortgages; real estate or  any interests therein; unit investment trusts;
Treasury Bills, and  other U.S. Government obligations; common trust funds, combined
investment trusts, collective trust funds or commingled funds  maintained by a bank or
similar financial organization (whether or  not the Trustee hereunder); savings accounts,
certificates of  deposit, demand or time deposits or money market accounts of a  bank or
similar financial organization (whether or not the Trustee  hereunder); annuity
contracts; life insurance policies; or in such  other investments as is deemed proper
without regard to  investments authorized by statute or rule of law governing the
investment of trust funds but with regard to ERISA and this Plan.  Notwithstanding the
preceding sentence, the Prototype Sponsor may,  as a condition of making the Plan
available to the Adopting  Employer, limit the types of property in which the assets of
the  Plan may be invested. The list of permissible investment options  shall be further
limited in accordance with any applicable law,  regulations or other restrictions
applicable to the Trustee. If  the Trustee invests all or any portion of the Fund
pursuant to  written instructions provided by the Adopting Employer (including  an
investment manager appointed by the Adopting Employer pursuant  to Section 7.22(C) of the
Plan) or any Participant pursuant to  Section 7.22(B) of the Plan, the Trustee will be
deemed to have  invested pursuant to the Adopting Employer’s funding policy
statement.





		E. 	 Matters Relating To Insurance




			1. 	 Unless
prohibited by the Plan Sponsor pursuant to Section  7.22(D) of the Plan, a life insurance
contract may be  purchased on behalf of a Participant. No life insurance  contract may be
purchased unless the insured under the  contract is the Participant or, where this Plan
is a profit  sharing or 401(k) plan, the Participant’s Spouse or another  individual
in whom the Participant has an insurable interest.  If a life insurance contract is to be
purchased for a  Participant, the aggregate premium for certain life insurance  for each
Participant must be less than a certain percentage of  the aggregate Employer
Contributions and Forfeitures allocated  to a Participant’s Individual Account at
any particular time  as follows.




				a. 	 Ordinary Life Insurance - For purposes
      of these incidental insurance provisions, ordinary life insurance contracts
      are contracts with both nondecreasing death benefits and nonincreasing premiums.
      If such contracts are purchased, less than 50 percent of the aggregate Employer
      Contributions and Forfeitures allocated to any Participant’s Individual
      Account will be used to pay the premiums attributable to them.




				b. 	 Term and Universal Life Insurance - No
      more than 25 percent of the aggregate Employer Contributions and Forfeitures
      allocated to any Participant’s Individual Account will be used to pay
      the premiums on term life insurance contracts, universal life insurance
      contracts, and all other life insurance contracts which are not ordinary
      life.




				c. 	 Combination - The sum of 50 percent of
      the ordinary life insurance premiums and all other life insurance premiums
      will not exceed 25 percent of the aggregate Employer Contributions and Forfeitures
      allocated to any Participant’s Individual Account.




	 		 	If
this Plan is a profit sharing plan, the above incidental  benefits limits do not apply to
life insurance contracts  purchased by an Employee who has been a Participant in the
Plan for five or more years or purchased with Employer  Contributions and Forfeitures
that have been in the  Participant’s Individual Account for at least two full Plan
Years, measured from the date such contributions were  allocated. For purposes of this
Section 7.22(E)(1) of the  Plan, rollover and transfer contributions shall be considered
Employer Contributions, and therefore may be used to pay  contract premiums. No part of
the Deductible Employee  Contribution account will be used to purchase life insurance.




			2. 	 Any
dividends or credits earned on insurance contracts for a  Participant shall be allocated
to such Participant’s  Individual Account derived from Employer Contributions for
whose benefit the contract is held.




 
	 	
46	 


 

 











			3. 	 Subject
to Section 5.13 of the Plan, the contracts on a  Participant’s life will be
converted to cash or an annuity or  distributed to the Participant upon separation from
service  with the Employer. In addition, contracts on the joint lives  of a Participant
and another person may not be maintained  under this Plan if such Participant ceases to
have an  insurable interest in such other person.




			4. 	 The
Trustee shall apply for and will be the owner of any  insurance contract(s) purchased
under the terms of this Plan.  The insurance contract(s) must provide that proceeds will
be  payable to the Trustee. However, the Trustee shall be required  to pay over all
proceeds of the contract(s) to the  Participant’s designated Beneficiary in
accordance with the  distribution provisions of this Plan. A Participant’s Spouse
will be the designated Beneficiary of the proceeds in all  circumstances unless a
Qualified Election has been made in  accordance with Section 5.13 of the Plan. Under no
circumstances shall the Fund retain any part of the proceeds.  In the event of any
conflict between the terms of this Plan  and the terms of any insurance contract
purchased hereunder,  the Plan provisions shall control.




			5. 	 The
Plan Administrator may direct the Trustee to sell and  distribute insurance or annuity
contracts to a Participant (or  other party as may be permitted) in accordance with
applicable  law or regulations.




			6. 	 Notwithstanding
any other provision herein, and except as may  be otherwise provided by ERISA, the
Employer shall indemnify  and hold harmless the insurer, its officers, directors,
employees, agents, heirs, executors, successors and assigns,  from and against any and
all liabilities, damages, judgments,  settlements, losses, costs, charges, or expenses
(including  legal expenses) at any time arising out of or incurred in  connection with
any action taken by such parties in the  performance of their duties with respect to this
Plan, unless  there has been a final adjudication of gross negligence or  willful
misconduct in the performance of such duties.




	 		 	Further,
except as may be otherwise provided by ERISA, the  Employer will indemnify the insurer
from any liability, claim  or expense (including legal expense) which the insurer shall
incur by reason of or which results, in whole or in part, from  the reliance of the
insurer on the facts and other directions  and elections the Employer communicates or
fails to  communicate.




	7.23 	 PROCEDURES
AND OTHER MATTERS REGARDING DOMESTIC RELATIONS ORDERS



		A. 	 To the extent provided in any Qualified Domestic
      Relations Order, the former Spouse of a Participant shall be treated as
      a surviving Spouse of such Participant for purposes of any benefit payable
      in the form of either a Qualified Joint and Survivor Annuity or Qualified
      Preretirement Survivor Annuity.




		B. 	 The
Plan shall not be treated as failing to meet the requirements  of the Code which prohibit
payment of benefits before the  Participant’s Termination of Employment with the
Employer solely  by reason of payments to an Alternate Payee pursuant to a  Qualified
Domestic Relations Order.




		C. 	 In
the case of any Domestic Relations Order received by the Plan




			1. 	 the
Plan Administrator shall promptly notify the Participant  and any other Alternate Payee
of the receipt of such order and  the Plan’s procedure for determining the qualified
status of  Domestic Relations Orders, and




			2. 	 within
a reasonable period after receipt of such order, the  Plan Administrator shall determine
whether such order is a  Qualified Domestic Relations Order and notify the Participant
and each Alternate Payee of such determination.




	 	 	The
Plan Administrator shall establish reasonable procedures to  determine the qualified
status of Domestic Relations Orders and to  administer distributions under such qualified
orders.




		D. 	 During
any period in which the issue of whether a Domestic Relations Order is a Qualified
Domestic Relations Order is  being determined by the Plan Administrator, by a court of
competent jurisdiction, or otherwise, the Plan Administrator  shall segregate in a
separate account in the Plan or in an escrow account the amounts which would have been
payable to  the Alternate Payee during such period if the order had been determined to be
a Qualified Domestic Relations Order.  If  within 18 months the order or modification
thereof is determined to be a Qualified Domestic Relations Order, the Plan  Administrator
shall pay the segregated amounts (plus any interest thereon) to the person or persons
entitled thereto.  If  within 18 months either 1. it is determined that the order is not
a Qualified Domestic Relations Order, or 2. the issue  as to whether such order is a
Qualified Domestic Relations Order is not resolved, then the Plan Administrator shall pay
the segregated amounts (plus any interest thereon) to the person or persons who would
have been entitled to such amounts  if there had been no order.  Any determination that
an order is a Qualified Domestic Relations Order which is made after  the close of the
18-month period shall be applied prospectively only.




	7.24 	 INDEMNIFICATION
OF PROTOTYPE SPONSOR



	  	Notwithstanding
any other provision herein, and except as may be  otherwise provided by ERISA, the
Employer shall indemnify and hold  harmless the Prototype Sponsor, its officers,
directors, employees,  agents, heirs, executors, successors and assigns, from and against
any  and all liabilities, damages, judgments, settlements, losses, costs,  charges, or
expenses (including legal expenses) at any time arising out  of or incurred in connection
with any action taken by such parties in  the performance of their duties with respect to
this Plan, unless there  has been a final adjudication of gross negligence or willful
misconduct  in the performance of such duties.




	  	Further,
except as may be otherwise provided by ERISA, the Employer  will indemnify the Prototype
Sponsor from any liability, claim or  expense (including legal expense) which the
Prototype Sponsor shall  incur by reason of or which results, in whole or in part, from
the  reliance of the Prototype Sponsor on the facts and other directions and  elections
the Employer communicates or fails to communicate.




	7.25 	 MILITARY
SERVICE



	  	Notwithstanding
any provision of this Plan to the contrary,  contributions, benefits and service credit
with respect to qualified  military service will be provided in accordance with Section
414(u) of  the Code effective December 12, 1994.




 
	 	
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      SECTION EIGHT: TRUSTEE
      

    




	8.01 	 INTENTIONALLY
OMITTED




	8.02 	 TRUSTEE



	  	This
Section 8.02 applies where either a financial organization or one  or more individuals
has indicated in the Adoption Agreement that it  will serve as Trustee with respect to
all or a portion of the assets of  the Fund. The responsibilities and powers of the
Trustee may not be  expanded except with its prior written consent.




		A. 	Responsibilities of the Trustee - The
      responsibilities of the Trustee shall be limited to the following duties:




			1. 	 To
receive Plan contributions and to hold, invest and reinvest  the portion of the Fund for
which it serves as Trustee, as  authorized by the Employer or its designee, without
distinction between principal and interest; provided, however,  that nothing in this Plan
shall require the Trustee to  maintain physical custody of stock certificates (or other
indicia of ownership) representing assets within the Fund;




			2. 	 To
maintain accurate records of contributions, earnings,  withdrawals and other information
the Trustee deems relevant  with respect to the Plan;




			3. 	 To
make disbursements from the portion of the Fund for which  it serves as Trustee to
Participants or Beneficiaries upon the  proper authorization of the Plan Administrator;
and




			4. 	 To
furnish to the Plan Administrator a statement which  reflects the value of the
investments in the custody of the  Trustee as of the end of each Plan Year and as of any
other  times as the Trustee and Plan Administrator may agree.




		B. 	 Powers of the Trustee - Except as otherwise
      provided in this Plan, the Trustee shall have the power, but not the duty,
      to take any action with respect to the portion of the Fund for which it
      serves as Trustee which it deems necessary or advisable to discharge its
      responsibilities under this Plan including, but not limited to, the following
      powers:




			1. 	 To
hold any securities or other property of the Fund in its  own name, in the name of its
nominee or in bearer form;




			2. 	 To
purchase or subscribe for securities issued, or real  property owned, by the Employer or
any trade or business under  common control with the Employer but only if the prudent
investment and diversification requirements of ERISA are  satisfied;




			3. 	 To
sell, exchange, convey, transfer or otherwise dispose of  any securities or other
property held by the Trustee, by  private contract or at public auction. No person
dealing with  the Trustee shall be bound to see to the application of the  purchase money
or to inquire into the validity, expediency, or  propriety of any such sale or other
disposition, with or  without advertisement;




			4. 	 To
vote upon any stocks, bonds, or other securities; to give  general or special proxies or
powers of attorney with or  without power of substitution; to exercise any conversion
privileges or subscription rights and to make any payments  incidental thereto; to
oppose, or to consent to, or otherwise  participate in, corporate reorganizations or
other changes  affecting corporate securities, and to delegate discretionary  powers, and
to pay any assessments or charges in connection  therewith; and generally to exercise any
of the powers of an  owner with respect to stocks, bonds, securities or other  property;




			5. 	 To
invest any part or all of the Fund (including idle cash  balances) in certificates of
deposit, demand or time deposits,  savings accounts, money market accounts or similar
investments  of the Trustee (if the Trustee is a bank or similar financial
organization), the Prototype Sponsor or any affiliate of such  Trustee or Prototype
Sponsor, which bear a reasonable rate of  interest;




			6. 	 To
provide sweep services without the receipt by the Trustee  of additional compensation or
other consideration (other than  reimbursement of direct expenses properly and actually
incurred in the performance of such services);




			7. 	 To
hold in the form of cash for distribution or investment  such portion of the Fund as, at
any time and from  time-to-time, the Trustee shall deem prudent and deposit such  cash in
interest bearing or noninterest bearing accounts;




			8. 	 To
make, execute, acknowledge, and deliver any and all  documents of transfer and conveyance
and any and all other  instruments that may be necessary or appropriate to carry out  the
powers herein granted;




			9. 	 To
settle, compromise, or submit to arbitration any claims,  debts, or damages due or owing
to or from the Plan, to  commence or defend suits or legal or administrative
proceedings, and to represent the Plan in all suits and legal  and administrative
proceedings;




			10. 	To
employ suitable agents and counsel, to contract with agents  to perform administrative
and recordkeeping duties and to pay  their reasonable expenses, fees and compensation,
and such  agent or counsel may or may not be agent or counsel for the  Employer;




			11. 	To
cause any part or all of the Fund, without limitation as to  amount, to be commingled
with the funds of other trusts  (including trusts for qualified employee benefit plans)
by  causing such money to be invested as a part of any pooled,  common, collective or
commingled trust fund (including any  such fund described in the Adoption Agreement)
heretofore or  hereafter created by any Trustee (if the Trustee is a bank),  by the
Prototype Sponsor, by any affiliate bank of such a  Trustee or by such a Trustee or the
Prototype Sponsor, or by  such an affiliate in participation with others; the instrument
or instruments establishing such trust fund or funds, as  amended, being made part of
this Plan and trust so long as any  portion of the Fund shall be invested through the
medium  thereof; and




			12. 	Generally
to do all such acts, execute all such instruments,  initiate such proceedings, and
exercise all such rights and  privileges with relation to property constituting the Fund
as  if the Trustee were the absolute owner thereof.




 
	 	
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	8.03 	 COMPENSATION
AND EXPENSES



	  	The
Trustee shall receive such reasonable compensation as may be agreed  upon by the Trustee
and the Adopting Employer. The Trustee shall be  entitled to reimbursement by the
Employer for all proper expenses  incurred in carrying out his or her duties under this
Plan, including  reasonable legal, accounting and actuarial expenses. If not paid by the
Employer, such compensation and expenses may be charged against the  Fund.
Notwithstanding the foregoing, a Participant shall not be  entitled to compensation even
if he or she serves in the capacity as a  Trustee.




	  	The
Trustee shall not be responsible for the validity or effect or the  qualification under
the Code of the Plan. The Trustee shall not be  required to take any action upon receipt
of any notice from the IRS or  other taxing authority (unless such notice relates to the
performance  of the Trustee responsibilities under Sections 8.01(A) or 8.02(A) of  the
Plan) except to promptly forward a copy thereof to the Employer.




	  	The
Trustee shall be reimbursed by the Employer or from the Fund for  all taxes of any kind
whatsoever that may be levied or assessed under  existing or future laws of any
jurisdiction upon or in respect of the  Fund. The Trustee shall promptly notify the
Employer with regard to any  levies or tax assessments which it receives on any income or
property  maintained in the Fund and, unless notified to the contrary by the  Employer
within ninety (90) days, shall pay any such levies or  assessments. If the Employer
notifies the Trustee within said period  that it is its opinion or the opinion of counsel
that such levies or  assessments are invalid or that they should be contested, then the
Trustee shall take whatever action concerning payment of the levy or  assessment as is
indicated in the notice received by the Trustee  provided however, that the Employer, and
not the Trustee, shall be  responsible for contesting any such levies or assessments or
litigating  any such claims.




	8.04 	 NO
OBLIGATION TO QUESTION DATA



	  	The
Employer shall furnish the Trustee and Plan Administrator the  information which each
party deems necessary for the administration of  the Plan including, but not limited to,
changes in a Participant’s  status, eligibility, mailing addresses and other such
data as may be  required. The Trustee and Plan Administrator shall be entitled to act  on
such information as is supplied them and shall have no duty or  responsibility to further
verify or question such information.




	8.05 	 RESIGNATION



	  	Any
person serving as Trustee may resign at any time by giving 30 days  advance written
notice to the Adopting Employer. The resignation shall  become effective 30 days after
receipt of such notice unless a shorter  period is agreed upon.




	  	The
Adopting Employer may remove any Trustee at any time by giving  written notice to such
Trustee and such removal shall be effective 30  days after receipt of such notice unless
a shorter period is agreed  upon. The Adopting Employer shall have the power to appoint a
successor  Trustee. In the event the Trustee is removed, resigns, dies or becomes
incapacitated and the Adopting Employer will not or cannot appoint a  successor Trustee
within a reasonable period of time thereafter, a  majority of Participants in the Plan
shall have the authority to  appoint a successor Trustee. If a majority of Participants
either do  not appoint a new Trustee within a reasonable period of time  (determined by
the Prototype Sponsor in its complete and sole  discretion) or request the Prototype
Sponsor to appoint a new Trustee,  the Prototype Sponsor shall have the authority to
appoint a successor  Trustee.




	  	Upon
such resignation or removal, if the resigning or removed Trustee  is the sole Trustee, he
or she shall transfer all of the assets of the  Fund then held by such Trustee as
expeditiously as possible to the  successor Trustee after paying or reserving such
reasonable amount as  he or she shall deem necessary to provide for the expense in the
settlement of the accounts and the amount of any compensation due him  or her and any
sums chargeable against the Fund for which he or she may  be liable. If the Funds as
reserved are not sufficient for such  purpose, then he or she shall be entitled to
reimbursement from the  successor Trustee out of the assets in the successor Trustee’s
hands  under this Plan. If the amount reserved shall be in excess of the  amount actually
needed, the former Trustee shall return such excess to  the successor Trustee.




	  	Upon
receipt of the transferred assets, the successor Trustee shall  thereupon succeed to all
of the powers and responsibilities given to  the Trustee by this Plan.




	  	Where
a financial organization is serving as Trustee and it is merged  with or bought by
another organization (or comes under the control of  any federal or state agency), that
organization shall serve as the  successor Trustee of this Plan, but only if it is the
type of  organization that can so serve under applicable law.




	  	Where
the Trustee is serving as a nonbank trustee or custodian pursuant  to Section 1.408-2(e)
of the Income Tax Regulations, the Adopting  Employer will appoint a successor Trustee
upon notification by the  Commissioner of Internal Revenue that such substitution is
required  because the Trustee has failed to comply with the requirements of  Section
1.408-2(e) of the Income Tax Regulations or is not keeping such  records or making such
returns or rendering such statements as are  required by forms or regulations.




	8.06 	 DEGREE
OF CARE - LIMITATIONS OF LIABILITY



	  	The
Trustee shall be under no duty to take any action other than its  express
responsibilities under this Plan unless the responsible party  under the terms of the
Plan shall furnish the Trustee with written  instructions; provided that in no event may
the Trustee’s  responsibilities be expanded except with its prior written consent.
Any  instructions hereunder may be delivered to the Trustee directly by the  responsible
party or by other mutually agreed upon parties. The Trustee  shall not be liable for any
action taken or omitted by it in good faith  in reliance upon any instructions received
hereunder or any other  notice, request, consent, certificate or other instrument or
paper  reasonably believed by it to be genuine and to have been properly  executed. A
Directed Trustee shall have no duty to inquire into the  purpose or propriety of any
order, instruction or other communication  received hereunder and may conclusively
presume that any such order,  instruction or other communication is accurate and
complete. The  Trustee shall not be responsible for determining that all instructions
provided to the Trustee are being given by the appropriate party and  are in proper form
under the provisions of the Plan and applicable law.  The Trustee may conclusively
presume that any instructions received  have been duly authorized by the Employer,
Investment Fiduciary, Plan  Administrator, Trustee, or Participant, as applicable,
pursuant to the  terms of the Plan and applicable law.




	  	It
is specifically understood that the Trustee shall have no duty or  responsibility with
respect to the determination of matters pertaining  to the eligibility of any Employee to
become a Participant or remain a  Participant hereunder, the amount of benefit to which a
Participant or  Beneficiary shall be entitled to receive hereunder, whether a
distribution to Participant or Beneficiary is appropriate under the  terms of the Plan or
the size and type of any policy to be purchased  from any insurer for any Participant
hereunder or similar matters; it  being understood that all such responsibilities under
the Plan are  vested in the Plan Administrator.




 
	 	
49	 


 

 











	8.07 	 INDEMNIFICATION
OF TRUSTEE



	  	The
Employer shall, at all times, fully indemnify and save harmless the  Trustee, its
successors and assigns, and its directors, officers,  employees, agents and contractors
from and against any and all losses,  damages, claims, penalties, costs and expenses
(including but not  limited to reasonable attorney’s fees) incurred by the Trustee
in  connection with its service except to the extent any such loss, damage,  claim,
penalty, cost or expense arises directly or indirectly from the  fraud, gross negligence
or willful misconduct of the Trustee or any of  its directors, officers, employees,
agents or contractors. The Trustee  shall be accountable only for monies or property
actually received by  it. If any portion of the Fund is held by another Custodian or
Trustee,  the term “Fund” herein and in the Basic Plan Document shall mean only
that portion of the Fund from time to time held by the applicable  Custodian or Trustee.
The Trustee shall not be deemed accountable,  responsible or liable for the acts or
omissions of any other Custodian  or Trustee of the Plan. The Trustee shall have no duty
or  responsibility for the determination of the accuracy or sufficiency of  the
contributions to be made under the Plan, the collection thereof,  the transmittal of the
same to the Trustee or compliance with any  statute, regulation or rule applicable to
such contributions. A  directed Trustee shall have no discretion as to investment of the
Fund  or administration of the Plan and shall not be deemed a “fiduciary” as
that term is used in ERISA. The Trustee is signing the Adoption  Agreement solely to
signify its acceptance of appointment as Trustee  and the Employer shall have sole
responsibility for the accuracy,  completeness, legal sufficiency and due execution
thereof, including  consulting with legal counsel and tax advisors as the Employer deems
appropriate in connection therewith.




	8.08 	 MISCELLANEOUS



		A. 	 Governing Law




	 	 	To
the extent not pre-empted by ERISA, Sections 8.01 and 8.02 of  the Plan shall be
construed and enforced, to the extent possible,  according to the laws of the State in
which the Trustee maintains  its principle place of business and all provisions hereof
shall be  administered according to the laws of said State and any Federal  laws,
regulations or rules which may from time to time be  applicable.





		B. 	 Necessary Parties




	 	 	To
the extent permitted by law, only the Employer and the Trustee  shall be necessary
parties in any application to the courts for an  interpretation of Section 8.01 or 8.02
or for an accounting by the  Trustee, and no other Plan fiduciary, Participant,
Beneficiary or  other person having an interest in the Fund shall be entitled to  any
notice or service of process. Any final judgment entered in  such an action or proceeding
shall, to the extent permitted by  law, be conclusive upon all persons claiming under
Section 8.01 or  8.02 of the Plan.





		C. 	 Force Majeure




	 	 	The
Trustee shall not be responsible or liable for the failure or  delay in performance of
its obligations arising out of or caused,  directly or indirectly, by circumstances
beyond its reasonable  control, including, without limitation: any interruption, loss or
malfunction of any utility, transportation, computer or  communication service; inability
to obtain labor, material,  equipment or transportation, or a delay in mails;
governmental or  exchange action, statute, ordinance, rulings, regulations or  direction;
war, strike, riot, emergency, civil disturbance,  terrorism, vandalism, explosions, labor
disputes, freezes, floods,  fires, tornados, acts of God or public enemy, revolutions, or
insurrection.





		D. 	 Agents




	 	 	In
performing its obligations under this Plan, the Trustee shall  be entitled to employ
suitable agents, counsel, sub-custodians and  other service providers.




	
      

      SECTION NINE: ADOPTING EMPLOYER SIGNATURE
      

    




	This Section Nine of the Plan Adoption Agreement
must contain the signature of  an authorized representative of the Adopting Employer
evidencing the Employer’s  agreement to be bound by the terms of the Basic Plan
Document, Adoption  Agreement and, if applicable, separate trust agreement.




 
	 	 50	 


 












	MASTER DOCUMENT



	Signed Original AA Rec. by Plans
Document Unit 10/27/2003



	Plan Specs. Entered/Revised in
System _______________








	Comprehensive 401(k)
Plan 
Nonstandardized Safe Harbor Adoption Agreement	  250368


	









	

	EMPLOYER
INFORMATION
	








	Name of Adopting Employer     BRADLEY
      PHARMACEUTICALS, INC.




	Address    383 ROUTE 46 WEST




	City    FAIRFIELD                State
         NJ                  Zip
         07004




	Telephone    201-882-1505                   Adopting
      Employer’s Federal Tax Identification Number    22-2581418




	Name of Plan    BRADLEY PHARMACEUTICALS, INC.
      401(k) SAVINGS PLAN




	Plan Sequence Number    001                Adopting
      Employer’s Fiscal Year End (specify month and day)   
      12/31




	Trust Identification Number (if applicable)               
      Account Number




	|_| 	 Check
here if Related Employers may participate in this Plan and attach a Related Employer
Participation Agreement  listing each Related Employer who will participate in this Plan.




	Type of Business (select one):




	|_| Sole Proprietorship    |_| Partnership    |_|
      C Corporation    |_| S Corporation    |_|
      Other (specify)




	

	SELECT
ONE: EFFECTIVE DATES 
Complete Part A or B
	






	Part A. 	
Effective Date





	  	This
is the initial adoption of a profit sharing plan by the Employer.





	  	The
Effective  Date of this Plan is ___________________________.




	  	NOTE: The Effective Date is usually the first day of the Plan Year in which this Adoption
Agreement is signed.




	Part B. 	
Restatement Date  





	  	This
is a restatement of an existing qualified plan (a Prior Plan).




	  	The Prior Plan was initially effective on    01/01/1997.




	  	The Effective Date of this restatement is    01/01/2003.




	  	NOTE: The Effective Date is usually the first day of the Plan Year in which this Adoption
Agreement is signed.




	

	SECTION
TWO: ELIGIBILITY 
Complete Parts A through D
	





	Part A. 	
Employer Profit Sharing Contributions




		1. 	 Age
and Years of Eligibility Service




	  	Age
Requirement. An Employee will be eligible to become a Participant in the Plan
for purposes of receiving an allocation of any Employer Profit Sharing Contribution
made pursuant to Section Three of the Adoption Agreement after attaining age ______(no more than 21).




	  	Years
of Eligibility Service Requirement. An Employee will be eligible to become a Participant
in the Plan for purposes of receiving an allocation of any Employer Profit Sharing
Contribution made pursuant to Section Three of the Adoption Agreement after completing
______ (enter 0, 1, 2 or any fraction less than 2) Years of Eligibility Service.




		2.  	 Employees
Employed as of Effective Date





	  	Will
an Employee employed as of the Effective Date of this Plan who has not otherwise met the
age and Years of Eligibility Service requirements specified above for Employer Profit
Sharing Contributions be considered to have met those requirements as of the Effective
Date (select one)?





			Option 1: 	 |_| 	  Yes.  





			Option 2: 	 |_| 	 
 No. 




	  	NOTE: If no option is selected, Option 2 shall be deemed to be selected.




		3.  	 Exclusion
of Certain Classes of Employees




	  	An
Employee will be eligible to become a Participant in the Plan for purposes of receiving
an allocation of any Employer Profit Sharing Contribution made pursuant to Section Three
of the Adoption Agreement unless such Employee is (select any that apply):





			a.  	 |_| 	  Included in a unit of Employees covered by
      a collective bargaining agreement between the Employer and Employee representatives,
      if retirement benefits were the subject of good faith bargaining and if
      two percent or less of the Employees who are covered pursuant to that agreement
      are professionals as defined in Section 1.410(b)-9 of the Income Tax Regulations.
      For this purpose, the term “employee representatives” does not
      include any organization more than half of whose members are Employees who
      are owners, officers, or executives of the Employer. 





			b.  	 |_| 	  A
nonresident alien (within the meaning of Section 7701(b)(1)(B) of the Code) who received
no  earned income (within the meaning of Section 911(d)(2) of the Code) from the Employer
which  constitutes income from sources within the United States (within the meaning of
Section 861(a)(3)  of the Code). 





			c.  	 |_| 	  Employees
who became Employees as the result of a transaction under Section 410(b)(6)(C) of the
Code. Such Employees will be excluded during the period beginning on the date of the
transaction  and ending on the last day of the first Plan Year beginning after the date
of the transaction. A  transaction under Section 410(b)(6)(C) of the Code is an asset or
stock acquisition, merger, or  similar transaction involving a change in the employer of
the employees of a trade or business. 





			d.  	 |_| 	  A
Leased Employee. 





			e.  	 |_| 	  A
Highly Compensated Employee. 





			f.  	 |_| 	  Incorrectly
determined to be other than an Employee of the Employer (e.g., an independent
contractor). 





			g.  	 |_| 	 Other (define)_________________________________
    




 
	 	
	 


 

 











	Page 2 of 22 




		4.  	 Entry
Dates





	  	The Entry Dates for purposes of Employer Profit
      Sharing Contributions shall be (select one):





			Option 1: 	 |_| 	 
The first day of the Plan Year and the first day of the seventh month of the Plan Year. 





			Option 2: 	 |_| 	 
The first day of the Plan Year and the first day of the fourth, seventh and tenth months
of  the Plan Year. 





			Option 3: 	 |_| 	 
The first day of the Plan Year. 





			Option 4: 	 |_| 	  Other (specify). 




	  	NOTE: If no option is selected, Option
      1 shall be deemed to be selected. Option 3 or Option 4 can be selected only
      if the eligibility requirements and Entry Dates are coordinated such that
      each Employee will become a Participant in the Plan no later than the earlier
      of: (1) the first day of the Plan Year beginning after the date the Employee
      satisfies the age and service requirements of Section 410(a) of the Code;
      or (2) six months after the date the Employee satisfies such requirements.




	Part B. 	
Elective Deferrals




		1.  	 Age
and Years of Eligibility Service




	  	Age
Requirement. An Employee will be eligible to become a Contributing Participant (and thus
be eligible to make Elective Deferrals) after attaining age 20.5 (no more than 21).




	  	Years
of Eligibility Service Requirement. An Employee will be eligible to become a Contributing
Participant in the Plan (and thus be eligible to make Elective Deferrals) after
completing 0.25 (enter 0, 1 or any fraction less than 1) Years of Eligibility Service.




		2.  	 Employees
Employed as of Effective Date




	  	Will
an Employee employed as of the date that Elective Deferrals may commence, who has not
otherwise met the age  and Years of Eligibility Service requirements specified above for
Elective Deferrals, be considered to have met  those requirements as of the date on which
Elective Deferrals may begin to be made to the Plan?





			Option 1: 	 |_| 	 
No. 





			Option 2: 	 |X| 	 
Yes. 




	  	NOTE: If no option is selected, Option 2 shall be deemed to be selected.




		3.  	 Exclusion
of Certain Classes of Employees




	  	An
Employee will be eligible to become a Contributing Participant (and thus eligible to make
Elective Deferrals) unless such Employee is (select any that apply):





			a  	 |_| 	  Included
in a unit of Employees covered by a collective bargaining agreement between the Employer
and Employee representatives, if retirement benefits were the subject of good faith
bargaining and  if two percent or less of the Employees who are covered pursuant to that
agreement are  professionals as defined in Section l.410(b)-9 of the Income Tax
Regulations. For this purpose, the  term “employee representatives” does not
include any organization more than half of whose members  are Employees who are owners,
officers, or executives of the Employer. 





			b.  	 |_| 	  A
nonresident alien (within the meaning of Section 7701(b)(l)(B) of the Code) who received
no  earned income (within the meaning of Section 911(d)(2) of the Code) from the Employer
which  constitutes income from sources within the United States (within the meaning of
Section 861(a)(3)  of the Code). 





			c.  	 |_| 	  Employees
who became Employees as the result of a transaction under Section 410(b)(6)(C) of the
Code. Such Employees will be excluded during the period beginning on the date of the
transaction  and ending on the last day of the first Plan Year beginning after the date
of the transaction. A  transaction under Section 410(b)(6)(C) of the Code is an asset or
stock acquisition, merger, or  similar transaction involving a change in the employer of
the employees of a trade or business. 





			d.  	 |_| 	  A
Leased Employee. 





			e.  	 |_| 	  A
Highly Compensated Employee. 





			f.  	 |_| 	  Incorrectly
determined to be other than an Employee of the Employer (e.g., an independent
contractor). 





			g.  	 |_| 	  Other (define) 




		4.  	 Entry
Dates





	  	The Entry Dates for purposes of making Elective
      Deferrals shall be (select one):





			Option 1: 	 |_| 	 
The first day of the Plan Year and the first day of the seventh month of the Plan Year. 





			Option 2: 	 |_| 	 
The first day of the Plan Year and the first day of the fourth, seventh and tenth months
of  the Plan Year. 





			Option 3: 	 |_| 	 
The first day of the Plan Year. 





			Option 4: 	 |X| 	 Other (specify)    THE
      FIRST DAY OF THE MONTH 




	  	NOTE: If no option is selected, Option 1 shall be deemed to be selected. Option 3 or Option 4
can be selected only if the eligibility requirements and Entry Dates are coordinated
such that each Employee will become a Participant in the Plan no later than the earlier
of: (1) the first day of the Plan Year beginning after the date the Employee satisfies
the age and service requirements of Section 410(a) of the Code; or (2) six months after
the date the Employee satisfies such requirements.




	Part C. 	
Matching Contributions




		1.  	 Age
and Years of Eligibility Service




	  	Age
Requirement. If Matching Contributions (or Qualified Matching Contributions, if
applicable) will be made to the Plan, a Contributing Participant will be eligible to
receive Matching Contributions (or Qualified Matching Contributions, if applicable)
after attaining age 20.5 (no more than 21).




	  	Years
of Eligibility Service Requirement. If Matching Contributions (or Qualified Matching
Contributions, if applicable) will be made to the Plan, a Contributing Participant will
be eligible to receive Matching Contributions (or Qualified Matching Contributions, if
applicable) after completing 0.5 (enter 0, 1, 2 or any fraction less than 2) Years of
Eligibility Service.





 
	 	
	 


 


  
   

	Page 3 of 22 




		2.  	 Employees
Employed as of the Effective Date




	  	If
Matching Contributions (or Qualified Matching Contributions, if applicable) will be made
to the Plan, will an  Employee employed as of the date that Matching Contributions may
commence, who has not otherwise met the age and  Years of Eligibility Service
requirements specified above for Matching Contributions, be considered to have met  those
requirements as of the date on which Matching Contributions may begin to be made to the
Plan?





			Option 1: 	 |_| 	 
Yes. 





			Option 2: 	 |X| 	 
No. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.




		3.  	 Exclusion
of Certain Classes of Employees




	  	A
Contributing Participant will be eligible to receive Matching Contributions (or Qualified
Matching Contributions if applicable), unless such Employee is (select any that apply):





			a  	 |_| 	  |
Included in a unit of Employees covered by a collective bargaining agreement between the
Employer and  Employee representatives, if retirement benefits were the subject of good
faith bargaining and if two  percent or less of the Employees who are covered pursuant to
that agreement are professionals as  defined in Section 1.410(b)-9 of the Income Tax
Regulations. For this purpose, the term “employee  representatives” does not
include any organization more than half of whose members are Employees who  are owners,
officers, or executives of the Employer. 





			b.  	 |_| 	  A
nonresident alien (within the meaning of Section 7701(b)(1)(B) of the Code) who received
no earned  income (within the meaning of Section 911(d)(2) of the Code) from the Employer
which constitutes  income from sources within the United States (within the meaning of
Section 861(a)(3) of the Code). 





			c.  	 |_| 	  Employees
who became Employees as the result of a transaction under Section 410(b)(6)(C) of the
Code.  Such Employees will be excluded during the period beginning on the date of the
transaction and ending  on the last day of the first Plan Year beginning after the date
of the transaction. A transaction  under Section 410(b)(6)(C) of the Code is an asset or
stock acquisition, merger, or similar  transaction involving a change in the employer of
the employees of a trade or business. 





			d.  	 |_| 	  A
Leased Employee. 





			e.  	 |_| 	  A
Highly Compensated Employee. 





			f.  	 |_| 	  Incorrectly
determined to be other than an Employee of the Employer (e.g., an independent contractor). 





			g.  	 |_| 	 Other (define). 




		4.  	 Entry
Dates




	  	If
Matching Contributions (or Qualified Matching Contributions) will be made to the Plan,
the Entry Dates for purposes of Matching Contributions (or Qualified Matching
Contributions, if applicable) shall be (select one):





			Option 1: 	 |_| 	 
The first day of the Plan Year and the first day of the seventh month of the Plan
Year. 





			Option 2: 	 |_| 	 
The first day of the Plan Year and the first day of the fourth, seventh and tenth
months of  the Plan Year. 





			Option 3: 	 |_| 	 
The first day of the Plan Year. 





			Option 4: 	 |X| 	 Other (specify)    THE
      FIRST DAY OF THE MONTH. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected. Option 3 or Option 4
can be selected only if the eligibility requirements and Entry Dates are coordinated
such that each Employee will become a Participant in the Plan no later than the earlier
of: (1) the first day of the Plan Year beginning after the date the Employee satisfies
the age and service requirements of Section 410(a) of the Code; or (2) six months after
the date the Employee satisfies such requirements.




	  	NOTE:
If any of the age requirement items in this Section Two, Parts A, B or C are left blank,
it shall be deemed there is no age requirement for such items. If any of the Entry Date
items indicate that a single Entry Date is selected in this Section Two, Parts A, B or
C, no age requirement can exceed 201/2 for such item(s). If more than one Year of
Eligibility Service is selected in this Section Two, Part A or C, the immediate 100
percent vesting schedule of Section Four will automatically apply for contributions
described in such Parts. If any Year of Eligibility items are left blank, the Years of
Eligibility Service required for such items shall be deemed to be 0. If a fraction is
selected, an Employee will not be required to complete any specified number of Hours of
Service to receive credit for a fractional year. If any of the Entry Date items indicate
that a single Entry Date is selected in this Section Two, Parts A, B or C, the Years of
Eligibility Service required for such item cannot exceed 11/2 (1/2 for Elective
Deferrals). Option 3 or Option 4 of any of the Entry Date options can be selected for an
item only if the eligibility requirements and Entry Dates are coordinated such that each
Employee will become a Participant in the Plan no later than the earlier of (1) the
first day of the Plan Year beginning after the date the Employee satisfies the age and
service requirements of Section 410(a) of the Code; or (2) six months after the date the
Employee satisfies such requirements.




	Part D. 	
Hours Required For Eligibility Purposes




		1.  	 ___________
Hours of Service (no more than 1,000) shall be required to constitute a Year of
Eligibility Service.




		2.  	 __________
Hours of Service (no more than 500 but less than the number specified in Part D, item 1,
above) must be exceeded to avoid a Break in Eligibility Service.




		3.  	 For
purposes of determining Years of Eligibility Service, an Employee shall be given credit
for Hours of Service with the following predecessor employer(s) (complete if applicable)





	  	DOAK
DERMATOLOGICS, INC.




 
	 	
	 


 

 












	Page 4 of 22 




	

	SECTION
THREE: CONTRIBUTIONS 
Complete Parts A through I
	





	Part A. 	
Employer Profit Sharing Contributions




		1.  	 Contribution
Formula (select one):






			Option 1: 	 |_| 	 
Discretionary Formula. For each Plan Year the Employer will contribute an amount to be
determined from year to year. 





			Option 2: 	 |_| 	 
Fixed Formula. ________ percent of the Compensation of all Qualifying Participants under
the Plan for the Plan Year. 





			Option 3: 	 |_| 	  Fixed Percent of Profits Formula. ________
      percent of the Employer’s profits that are in excess of $______________.
    





			Option 4: 	 |_| 	 
Frozen Plan. This Plan is frozen effective ________________ and the Employer will not
make  additional contributions to the Plan after such date. 





			Option 5: 	 |_| 	 
Government Contract Formula. For each Hour of Service of covered employment under a
government contract, the Employer shall contribute an amount as described in Section
3.01(B)(3) of the Plan. 





			Option 6: 	 |X| 	 
Not Applicable. The Employer will not make Employer Profit Sharing Contributions to this
Plan. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected. If Option 5 is
selected, the government contract allocation formula must be selected in item 2 below.




		2. 	 Allocation
Formula (select one)





			Option 1: 	 |_| 	 
Pro Rata Formula. Employer Profit Sharing Contributions shall be allocated to the
Individual Accounts of Qualifying Participants in the ratio that each Qualifying
Participant’s Compensation for the Plan Year bears to the total Compensation of all
Qualifying Participants for the Plan Year. 





			Option 2: 	 |_| 	 
Flat Dollar Formula. Employer Profit Sharing Contributions allocated to the Individual
Accounts of Qualifying Participants for each Plan Year shall be the same dollar amount
for  each Qualifying Participant. 





			Option 3: 	 |_| 	 
Integrated Formula. Employer Profit Sharing Contributions shall be allocated pursuant to
the integrated allocation formula in Section 3.0l(B)(2) of the Plan.  


      The integration level will be (select one): 





					Suboption (a): 	 |_| 	 The Taxable Wage Base. 





					Suboption (b): 	 |_| 	  $_______________ (a dollar amount less than
      the Taxable Wage Base). 





					Suboption (c): 	 |_| 	  ___________ percent (not more than 100 percent)
      of the Taxable Wage Base. NOTE: lf no suboption is selected,
      Suboption (a) shall be deemed to be selected. 





					   NOTE:
      lf no suboption is selected, Suboption (a) shall be deemed to be selected.
    




			Option 4: 	 |_| 	 
Government Contract Formula. Employer Profit Sharing Contributions shall be allocated
pursuant to the government contract contribution formula selected in Part A, item 1 above. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected. Notwithstanding the
foregoing, if no option is selected and the government contract contribution formula is
selected in item 1 above, Option 4 will be deemed to be selected. Option 4 cannot be
selected unless the government contract contribution formula in item 1 above applies.




		3.  	 Qualifying
Participants




	  	A Participant will be a Qualifying Participant
      and thus entitled to share in the Employer Profit Sharing Contribution for
      any Plan Year only if the Participant is a Participant who has satisfied
      all of the requirements of Section Two, Part A of this Adoption Agreement
      on at least one day of such Plan Year and satisfies the following additional
      condition(s) (select one or more):





			Option 1: 	 |_| 	 
No Additional Conditions. 





			Option 2: 	 |_| 	
Hours of Service Requirement. The Participant completes at least ________ (not more than
1000) Hours of Service during the Plan Year. However, this condition will be waived for
the following reason(s) (select at least one): 





					|_|  	 The Participant’s Death.
    





					|_|  	 The Participant’s Termination of
      Employment after having incurred a Disability. 





					|_|  	 The Participant’s Termination of
      Employment after having reached Normal Retirement Age. 





					|_|  	 The Participant is employed on
      the last day of the Plan Year. 





					|_|  	 This condition will not be waived.
    





			Option 3: 	 |_| 	  Last Day Requirement. The Participant is an
      Employee of the Employer on the last day of the Plan Year. However, this
      condition will be waived for the following reason(s) (select at least
      one): 





					|_|  	 The Participant’s Death.
    





					|_|  	 The Participant’s Termination of
      Employment after having incurred a Disability. 





					|_|  	 The Participant’s Termination of
      Employment after having reached Normal Retirement Age. 





					|_|  	 The Participant’s Termination of
      Employment after having completed at least _____ Hours of Service during
      the Plan Year. 





					|_|  	 This condition will not be waived.
    




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




		4.  	 Contributions
To Disabled Participants




	  	Will
a Participant who has incurred a Disability be entitled to an Employer Profit Sharing
Contribution pursuant to Section 3.01(B)(1) of the Plan (select one)?





			Option 1: 	 |_| 	 
Yes. 






			Option 2: 	 |_| 	 
No. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.




 
	 	
	 


 

 












	Page 5 of 22 




		5.  	 One-Time
Irrevocable Elections




	  	May
an Employee make a one-time irrevocable election, as described in Section 3.02 of the
Plan, upon first becoming eligible to participate in the Plan to have the Employer make
Employer Profit Sharing Contributions to the Plan on such Employee’s behalf (select one)?





			Option 1: 	 |_| 	 
Yes. 





			Option 2: 	 |_| 	 
No. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.




	Part B. 	
Elective Deferrals




		1.  	 Authorization
of Elective Deferrals




	  	Will
Elective Deferrals be permitted under this Plan (select one)?





			Option 1: 	 |X| 	 
Yes. 





			Option 2: 	 |_| 	 
No. 




	  	NOTE:  lf no option is selected,
      Option 1 shall be deemed to be selected. Complete the remainder of Part
      B only if Option 1 is selected.




	  	Elective Deferrals may commence on _______________________________________.




	  	NOTE:
 This date may be no earlier than the date this Adoption Agreement is signed because
Elective Deferrals cannot be made retroactively.




		2.  	 Limits
on Elective Deferrals




	  	If
Elective Deferrals are permitted under the Plan, a Contributing Participant may elect
under a salary reduction agreement to have his or her Compensation reduced by an amount
as described below (select one):





			Option 1: 	 |X| 	 
An amount equal to a percentage of the Contributing Participant’s Compensation from 1
percent to 15 percent in increments of 1 percent. 





			Option 2: 	 |_| 	  An amount of the Contributing Participant’s
      Compensation not less than $_____________ and not more than $____________.
    





			Option 3: 	 |_| 	 
An amount equal to a percentage of the Contributing Participant’s Compensation not to
exceed the limits imposed by Sections 401(k), 402(g), 404 and 415 of the Code. 




	  	The
amount of such reduction shall be contributed to the Plan by the Employer on behalf of
the Contributing  Participant. For any taxable year, a Contributing Participant’s
Elective Deferrals shall not exceed the limit  contained in Section 402(g) of the Code in
effect at the beginning of such taxable year.




	  	NOTE: Unless specified otherwise in
      this Adoption Agreement bonuses shall be included in Compensation and will,
      therefore, be subject to a Participant’s salary reduction agreement.




		3.  	 Separate
Deferral Election for Bonuses




	  	Instead
of or in addition to making Elective Deferrals through payroll deduction, may a
Contributing Participant make a separate deferral election to contribute to the Plan, as
an Elective Deferral, part or all of a bonus rather than receive such bonus in cash (select one)?





			Option  	 |_| 	 1:
Yes. 





			Option  	 |X| 	 2:
No. 




	  	NOTE: If no option is selected, Option 2 shall be deemed to be selected. A separate deferral
election made with respect to a bonus shall not be subject to the limits described under
the portion of this Adoption Agreement titled “Limits on Elective Deferrals”
unless such limits are prescribed by the Code or related regulations.




		4.  	 Ceasing
Elective Deferrals




	  	A
Contributing Participant may prospectively revoke a salary reduction agreement to cease
Elective Deferrals  (select one):





			Option 1: 	 |_| 	 
As of the first day of the Plan Year and the first day of the seventh month of the Plan
Year. 





			Option 2: 	 |_| 	 
As of the first day of any quarter. 





			Option 3: 	 |_| 	 
As of the first day of any month. 





			Option 4: 	 |_| 	 
As of any Entry Date. 





			Option 5: 	 |_| 	 
As of such times established by the Plan Administrator in a uniform and nondiscriminatory
manner. 





			Option 6: 	 |X|  	 Other (Specify, must be at least once per
      year)    ANYTIME 




	  	NOTE: If no option is selected, Option 1 shall be deemed to be selected.




		5.  	 Return
as a Contributing Participant After Ceasing Elective Deferrals




	  	A
Participant who ceases Elective Deferrals by revoking a salary reduction agreement may
return as a Contributing Participant (select one):





			Option 1: 	 |_| 	 
No sooner than as of the first day of the next Plan Year. 





			Option 2: 	 |_| 	 
As of the first day of the Plan Year and the first day of the seventh month of the Plan
Year. 





			Option 3: 	 |_| 	 
As of the first day of any subsequent quarter. 





			Option 4: 	 |_| 	 
As of any subsequent Entry Date. 





			Option 5: 	 |_| 	 
As of such times established by the Plan Administrator in a uniform and nondiscriminatory
manner. 





			Option 6: 	 |X| 	 Other (Specify one or more dates established
      by the Plan Administrator in a uniform and nondiscriminatory manner and
      not later than the first day of the next Plan Year.)    MONTHLY
    




	  	NOTE: If no option is selected, Option 2 shall be deemed to be selected.




 
	 	
	 


 

 












	Page 6 of 22 




		6.  	 Changing
Elective Deferral Amounts




	  	A
Contributing Participant may modify a salary reduction agreement to prospectively
increase or decrease the amount of his or her Elective Deferrals  (select one):






			Option 1: 	 |_| 	 
As of the first day of the Plan Year and the first day of the seventh month of the Plan
Year. 





			Option 2: 	 |_| 	 
As of the first day of any quarter. 





			Option 3: 	 |_| 	 
As of the first day of any month. 





			Option 4: 	 |_| 	 
As of any Entry Date. 





			Option 5: 	 |_| 	 
As of such times established by the Plan Administrator in a uniform and nondiscriminatory
manner. 





			Option 6: 	 |X| 	  Other (Specify one or more dates established
      by the Plan Administrator in a uniform and nondiscriminatory manner.) 

      MONTHLY 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




		7.  	 Claiming
Excess Elective Deferrals




	  	A
Participant who claims Excess Elective Deferrals for the preceding calendar year must
submit his or her claim in writing to the Plan Administrator by (select one):





			Option 1: 	 |X| 	 
March 1. 





			Option 2: 	 |_| 	 Other (specify a date not later than April
      15) _____________




	  	NOTE: If no option is selected, Option 1 shall be deemed to be selected.




		8.  	 Automatic
Elective Deferrals




			a.  	Authorization
of Automatic Elective Deferrals




	  	If
an Employee who has met the eligibility requirements set forth in Section Two, Part B of
the Adoption  Agreement fails to provide the Employer a salary reduction agreement, will
a portion of such eligible Employee’s  Compensation be automatically withheld and
contributed to the Plan as an Elective Deferral?





		Option 1: 	 |_| 	 
Yes. 





		Option 2: 	 |X| 	  No.




	  	NOTE: If no option is selected, Option 2 shall be deemed to be selected. Complete the remainder
of this Part B, item 8 only if Option 1 is selected.




			b.  	Amount
of Automatic Elective Deferrals




	  	The following percentage or amount of each eligible
      Employee’s Compensation will be automatically withheld and contributed to
      the Plan as an Elective Deferral (select and complete one):





		Option 1: 	 |_| 	 
_____ Percent. 





		Option 2: 	 |_| 	  $__________. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed selected and three percent of
Compensation shall be withheld.




	Part C.  	 Matching
Contributions




		1.  	Authorization
of Matching Contributions




	  	Will
the Employer make Matching Contributions to the Plan on behalf of a Qualifying
Contributing Participant (select one)?





			Option 1:  	 |X| 	  Yes,
but only with respect to a Contributing Participant’s Elective Deferrals. 





			Option 2:  	 |_| 	  Yes,
but only with respect to a Participant’s Nondeductible Employee Contributions. 





			Option 3:  	 |_| 	  Yes,
with respect to both Elective Deferrals and Nondeductible Employee Contributions. 





			Option 4:  	 |_| 	  No. 




	  	NOTE:
If no option is selected, Option 4 shall be deemed to be selected. Complete the remainder
of this Part C only if Option 1, 2 or 3 is selected.




		2.  	 Matching
Contribution Formula




	  	If
the Employer will make Matching Contributions, then the amount of such Matching
Contributions made on behalf of a Qualifying Contributing Participant each Plan Year
shall be (select one):





			Option 1:  	 |_| 	  An
amount equal to ________ percent of such Contributing Participant’s Elective Deferral
(and/or  Nondeductible Employee Contribution, if applicable) which does not exceed
________ percent of the  Contributing Participant’s Compensation. 





			Option 2:  	 |_| 	  An
amount equal to the sum of________ percent of the portion of such Contributing
Participant’s  Elective Deferral (and/or Nondeductible Employee Contribution, if
applicable) which does not exceed  ________ percent of the Contributing Participant’s
Compensation plus ________ percent of the portion of  such Contributing Participant’s
Elective Deferral (and/or Nondeductible Employee Contribution, if  applicable) which
exceeds ________ percent but does not exceed _______ percent of the Contributing
Participant’s Compensation. 





			Option 3:  	 |X| 	  Such
amount, if any, equal to that percentage of each Contributing Participant’s Elective
Deferral  (and/or Nondeductible Employee Contribution, if applicable) which the Employer,
in its sole discretion,  determines from year to year. 





			Option 4:  	 |_| 	 Other
formula (Specify an amount equal to a percentage of the Elective Deferrals (and/or
Nondeductible Employee Contribution, if applicable) of each Contributing Participant
entitled thereto)______. 





	  	NOTE:
If Option 4 is selected, the formula specified can only allow Matching Contributions to
be made with respect to a Contributing Participants Elective Deferrals (and/or
Nondeductible Employee Contribution, if applicable). The proper amount of Matching
Contributions may be determined either periodically throughout the Plan Year (e.g., each
payroll period) or at the end of each Plan Year as long as the proper amount is
determined in a uniform and nondiscriminatory manner).




		3.  	 Plan
Year Limit on Matching Contributions




	  	Notwithstanding the Matching Contribution formula
      specified above, no Matching Contributions in excess of $__________ or 10
      percent of a Contributing Participant’s Compensation will be made with respect
      to any Contributing Participant for any Plan Year.





 
	 	
	 


 

 












	Page 7 of 22 




		4.  	 Qualifying
Contributing Participants




	  	A
Contributing Participant who satisfies the eligibility requirements described in this
Section Two of the Adoption Agreement, Parts B and C will be a Qualifying Contributing
Participant and thus entitled to share in Matching Contributions for any Plan Year only
if the Participant is a Contributing Participant and satisfies the following additional
conditions (select one or more):





			Option 1:  	 |X| 	  No
Additional Conditions. 





			Option 2:  	 |_| 	 Hours
of Service Requirement. The Contributing Participant completes at least ________ Hours of
Service during the Plan Year. However, this condition will be waived for the following
reason(s) (select at least one): 





					|_|  	The
Contributing Participant’s Death. 





					|_|  	The
Contributing Participant’s Termination of Employment after having incurred a Disability. 





					|_|  	The
Contributing Participant’s Termination of Employment after having reached Normal
Retirement  Age. 





					|_|  	The
Contributing Participant is employed on the last day of the Plan Year. 





					|_|  	This
condition will not be waived. 





			Option 3: 	 |_| 	
Last Day Requirement. The Participant is an Employee of the Employer on the last day
of the Plan Year. However, this condition will be waived for the following reason(s)(select at least one): 





					|_|  	The
Contributing Participant’s Death. 





					|_|  	The
Contributing Participant’s Termination of Employment after having incurred a Disability. 





					|_|  	The
Contributing Participant’s Termination of Employment after having reached Normal
Retirement  Age. 





					|_|  	The
Contributing Participant’s Termination of Employment after having completed at least
_______  Hours of Service during the Plan Year. 





					|_|  	This
condition will not be waived. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




	Part D.  	 Qualified
Nonelective Contributions




		1.  	Qualified
Nonelective Contribution Formula




	  	For
each Plan Year, the Employer may contribute an amount to be determined from year to year.




		2.  	Allocation
of Qualified Nonelective Contributions




	  	Allocation of Qualified Nonelective Contributions
      to Participants entitled thereto shall be made (select one):





			Option 1:  	 |_| 	  In
the ratio which each non-Highly Compensated Employee Participant’s Compensation for the
applicable  Plan Year bears to the total Compensation of all non-Highly Compensated
Employee Participants for such  Plan Year. 





			Option 2:  	 |_| 	 In
the ratio which each Participant’s Compensation for the applicable Plan Year bears to the
total  Compensation of all Participants for such Plan Year. 





			Option 3:  	 |_| 	 In the ratio which each non-Highly Compensated
      Employee Participant’s Compensation not in excess of $_____________ for
      the applicable Plan Year bears to the total Compensation of all non-Highly
      Compensated Employee Participants entitled to an allocation not in excess
      of $______________ for such Plan Year. 





			Option 4:  	 |X| 	 In
an amount, determined pursuant to Section 3.09 of the Plan, required to satisfy either
the Actual  Deferral Percentage test described in Section 3.13 of the Plan, the Actual
Contribution Percentage test  described in Section 3.14 of the Plan, or both. 





			Option 5:  	 |_| 	 In
an amount, determined pursuant to Section 3.09 of the Plan, required to satisfy either
the Actual  Deferral Percentage test described in Section 3.13 of the Plan, the Actual
Contribution Percentage test  described in Section 3.14 of the Plan, or both.
Notwithstanding anything in the Plan to the contrary,  allocations will be made only to
those non-Highly Compensated Employees who are employed on the last  day of the
applicable Plan Year. 




	  	NOTE:
If no option is selected, Option 4 shall be deemed to be selected.




	Part E.  	 Qualified
Matching Contributions




		1.  	 Qualified
Matching Contribution Formula




	  	If
the Employer will make Qualified Matching Contributions, then the amount of such
Qualified Matching Contributions made on behalf of a Qualifying Contributing Participant
each Plan Year shall be (select one):





			Option 1:  	 |_| 	 An
amount equal to _______ percent of such Contributing Participant’s Elective Deferral
(and/or  Nondeductible Employee Contribution, if applicable) which does not exceed
_______ percent of the  Contributing Participant’s Compensation. 





			Option 2:  	 |_| 	 An
amount equal to the sum of_______ percent of the portion of such Contributing
Participant’s Elective  Deferral (and/or Nondeductible Employee Contribution, if
applicable) which does not exceed _______  percent of the Contributing Participant’s
Compensation plus _______ percent of the portion of such  Contributing Participant’s
Elective Deferral (and/or Nondeductible Employee Contribution, if  applicable) which
exceeds _______ percent but does not exceed _______ percent of the Contributing
Participant’s Compensation. 





			Option 3:  	 |X| 	 Such
amount, if any, as determined by the Employer in its sole discretion, equal to that
percentage of  the Elective Deferrals (and/or Nondeductible Employee Contribution, if
applicable) of each Contributing  Participant entitled thereto which would be sufficient
to cause the Plan to satisfy either the Actual  Deferral Percentage tests (described in
Section 3.13 of the Plan) or the Actual Contribution Percentage  tests (described in
Section 3.14 of the Plan) for the Plan Year or both. 





			Option 4:  	 |_| 	 Other formula (Specify an amount equal to
      a percentage of the Elective Deferrals (and/or Nondeductible Employee Contribution,
      if applicable) of each Contributing Participant entitled thereto)
      ____________________________




	  	NOTE:
If no option is selected, Option 3 shall be deemed to be selected.




 
	 	
	 


 

 












	Page 8 of 22 





		2.  	 Participants
Entitled to Qualified Matching Contributions




	  	Qualified
Matching Contributions, if made to the Plan, will be made on behalf of (select one):





			Option 1:  	 |X| 	  Each
Contributing Participant who makes Elective Deferrals who is a non-Highly Compensated
Employee. 





			Option 2:  	 |_| 	  All
Contributing Participants who make Elective Deferrals. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




		3.  	 Plan
Year Limit On Qualified Matching Contributions




	  	Notwithstanding the Qualified Matching Contribution
      formula specified above, no Qualified Matching Contributions in excess of
      $__________ or ____ percent of a Contributing Participant’s Compensation
      will be made with respect to any Contributing Participant for any Plan Year.




	Part F.  	 Safe
Harbor CODA Contributions




	  	A
Plan intending to satisfy the requirements of Sections 401(k)(12) and 401(m)(11) of the
Code generally must satisfy  such requirements, including the notice requirement, for the
entire Plan Year. See Notice 98-52, 1998-46 I.R.B. 16,  Notice 2000-3, 2000-4 I.R.B. 413,
and Rev. Proc. 2000-20, 2000-6 I.R.B. 553, for more information.




		1.  	 Application
of Safe Harbor CODA




	  	Will
the safe harbor CODA provisions of Section 3.15 of the Plan apply (select one)?





			Option 1:  	 |_| 	  Yes. 





			Option 2:  	 |X| 	  No. 




	  	NOTE:
If no option is selected, Option 2 will be deemed to be selected. Complete the remainder
of this Part F only if Option 1 is selected. If Option 1 is selected, the safe harbor
CODA provisions of the Plan shall apply for the Plan Year and any provisions relating to
the ADP or ACP tests shall not apply.




		2.  	 ADP
Test Safe Harbor Contributions




	  	In
lieu of Basic Matching Contributions, the Employer will make the following contributions
for the Plan Year  (select one).





			Option 1:  	 |_| 	  Enhanced
Matching Contributions 




	  	The
Employer will make Matching Contributions to the Individual Account of each Eligible
Employee in an amount equal to the sum of:





					(i)  	the
Employee’s Elective Deferrals that do not exceed _______ percent of the Employee’s
Compensation for the Plan Year plus 





					(ii)  	_______
percent of the Employee’s Elective Deferrals that exceed _______ percent of the
Employee’s Compensation for the Plan Year and that do not exceed _______ percent of the
Employee’s Compensation for the Plan Year. 

NOTE: In the blank in (i) above and the
second blank in (ii) above, insert a number that is equal to or greater than three, but
less than or equal to six. The first and last blanks in (ii) must be completed so that,
at any rate of Elective Deferrals, the Matching Contribution is at least equal to the
Matching Contribution receivable if the Employer were making Basic Matching
Contributions, but the rate of match cannot increase as Elective Deferrals increase. For
example, if “4” is inserted in the blank in (i), (ii) need not be completed. 





			Option 2:  	 |_| 	  Safe
Harbor Nonelective Contributions
The Employer will make a Safe Harbor Nonelective Contribution to the account of each Eligible Employee
                        in an amount equal to ________ (not less than 3) percent of the Employee’s Compensation for the Plan
                        Year. 







			Option 3:  	 |_| 	  Not
Applicable.
The Employer will make Basic Matching Contributions as described in Section 3.15 of the Plan. 






		3.  	 Recipient
Plan




	  	The ADP Test Safe Harbor Contributions will be
      made to (select one only if Option 1 is selected for item 1 above):





			Option 1:  	 |_| 	  This
Plan. 





			Option 2:  	 |_| 	 Other
plan (specify plan of the Employer) _____________. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




		4.  	 ACP
Test Safe Harbor Matching Contributions




	  	NOTE:
No additional contributions are required in order to satisfy the requirements for a safe
harbor CODA. However, if the Employer desires to make Matching Contributions other than
Basic or Enhanced Matching Contributions, then the following must be completed.




	  	For
the Plan Year, the Employer will make ACP Test Safe Harbor Matching Contributions to the
Individual Account of each Eligible Employee in the amount of (select one):





			Option 1:  	 |_| 	  ______
percent of the Employee’s Elective Deferrals that do not exceed six percent of the
Employee’s  Compensation for the Plan Year. 





			Option 2:  	 |_| 	 ______
percent of the Employee’s Elective Deferrals that do not exceed ______ percent of the
Employee’s Compensation for the Plan Year plus ______ percent of the Employee’s Elective
Deferrals thereafter, but no Matching Contributions will be made on Elective Deferrals
that exceed six percent of Compensation.

NOTE: The
number inserted in the third blank cannot exceed the number inserted in the first blank. 








			Option 3:  	 |_| 	 The
Employee’s Elective Deferrals that do not exceed a percentage of the Employee’s
Compensation for  the Plan Years. Such percentage is determined by the Employer for the
year but in no event can exceed  four percent of the Employee’s Compensation. 




 
	 	
	 


 


  
   



	Page 9 of 22 



	Part G.  	Other
Contributions




		1.  	 Rollover
Contributions




	  	May an Employee make rollover contributions to
      the Plan pursuant to Section 3.03 of the Plan (select one)?





			Option 1:  	 |_| 	  Yes. 





			Option 2:  	 |X| 	  Yes,
unless such Employee is part of an excluded class of Employees. 





			Option 3:  	 |_| 	  Yes,
but only after becoming a Participant. 





			Option 4:  	 |_| 	  No. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




		2.  	 Transfer
Contributions




	  	May an Employee make transfer contributions to
      the Plan pursuant to Section 3.04 of the Plan (select one)?





			Option 1:  	 |_| 	  Yes. 





			Option 2:  	 |X| 	  Yes,
unless such Employee is part of an excluded class of Employees. 





			Option 3:  	 |_| 	  Yes,
but only after becoming a Participant. 





			Option 4:  	 |_| 	 Yes,
but only if the  assets  are  exempt  from the  Qualified  Joint  and  Survivor  Annuity
rules as  described in Section 5.13 of the Plan (without regards to Section 5.13(E) of
the Plan) thereof. 





			Option 5:  	 |_| 	  No. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




		3.  	 Nondeductible
Employee Contributions




	  	May
an Employee make Nondeductible Employee Contributions pursuant to Section 3.08 of the
Plan (select one)?





			Option 1:  	 |_| 	 Yes.
             If “Yes,” check here if such contributions will be mandatory. |_| 





			Option 2:  	 |X| 	 No. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.




	  	Nondeductible
Employee Contributions may commence on _____________________________________.




		4.  	Top-Heavy
Contributions




			a.  	 Minimum
Allocation or Benefit




	  	For
any Plan Year with respect to which this Plan is a Top-Heavy Plan, any minimum
allocation required pursuant to Section 3.01(E) of the Plan shall be made (select one):





		Option 1:  	 |X| 	  To
this Plan. 





		Option 2:  	 |_| 	  To the following plan maintained by the Employer
      (specify name and plan sequence number of plan) __________________________________.
    






		Option 3:  	 |_| 	 In accordance with the method described on an
      attachment to this Adoption Agreement. (Attach language describing the
      method that will be used to satisfy Section 416 of the Code. Such method
      must preclude Employer discretion.) 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





			b.  	 Participants
Entitled To Receive Minimum Allocation




	  	Any
minimum allocation required pursuant to Section 3.01(E) of the Plan shall be
allocated to the Individual Accounts of (select one):





		Option 1:  	 |X| 	  Participants
who are not Key Employees. 





		Option 2:  	 |_| 	  All
Participants. 




	  	NOTE: If no option is selected, Option
      1 shall be deemed to be selected.




			c.  	 Top-Heavy
Ratio




	  	For
purposes of establishing the Present Value of benefits under a defined benefit plan to
compute the top-heavy ratio as described in Section 7.19(B) of the Plan, any benefit
shall be discounted only for mortality and interest based on the following (select
one):





		Option 1:  	 |_| 	  Not
applicable because the Employer has not maintained a defined benefit plan. 





		Option 2:  	 |_| 	  The
interest rate and mortality table specified for this purpose in the defined benefit plan. 





		Option 3:  	 |_| 	 Interest
rate of________ percent and the following mortality table (specify) _________________. 




	Part H.  	Minimum
Coverage Testing Alternatives




	  	Will
this Plan apply the automatic corrective procedures described in Section 3.0l(B)(4)
of the Plan for any year in which the minimum coverage test described in Section 410(b)
of the Code is not satisfied (select one)?





			Option 1:  	 |X| 	  Yes. 





			Option 2:  	 |_| 	  Yes,
but only with respect to Employer Profit Sharing Contributions. 





			Option 3:  	 |_| 	  Yes,
but only with respect to Matching Contributions. 





			Option 4:  	 |_| 	  No. 




	  	NOTE:
If no option is selected, Option 1 will be deemed to be selected.





 
	 	
	 


 

 












	Page 10 of 22 




	Part I.  	 ADP
and ACP Testing Alternatives




		1.  	 Correction
of Aggregate Limit





	  	If
the Aggregate Limit described in Section 3.14(B) of the Plan is exceeded, the following
adjustments will be made in accordance with Section 3.14(B) of the Plan (select one):





			Option 1:  	 |X| 	  The
ACP of Highly Compensated Employees will be reduced. 






			Option 2:  	 |_| 	  The ADP of Highly Compensated Employees will
      be reduced. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




		2.  	 Current
Year Testing Method





	  	The testing method used for purposes of the ADP
      and ACP tests under this Plan shall be (select one):





			Option 1: 	 |X| 	 
Prior Year Testing Method. 





					Initial Plan Year ADP 






					If this is not a successor Plan, then, for the
      first Plan Year this Plan permits any Participant to make Elective Deferrals,
      the ADP for Participants who are non-Highly Compensated Employees shall
      be (select one): 





					Suboption (a):  	 |_| 	  3%. 






					Suboption (b):  	 |_| 	  Such
first Plan Year’s ADP. 





					NOTE:
If no suboption is selected, Suboption (a) shall be deemed to be selected. 





					Initial
Plan Year ACP 






					If this is not a successor Plan, then, for the
      first Plan Year this Plan permits any Participant to make Nondeductible
      Employee Contributions, provides for Matching Contributions or both, the
      ACP for Participants who are non-Highly Compensated Employees shall be (select
      one): 





					Suboption (a):  	 |_| 	  3%. 






					Suboption (b):  	 |_| 	  Such
first Plan Year’s ACP. 





					NOTE:
If no suboption is selected, Suboption (a) shall be deemed to be selected. 





			Option 2: 	 |_| 	 
Current Year Testing Method. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected. If Option 2 is
selected, the current year testing method must continue to be used unless (1) the Plan
has been using the current year testing method for the preceding five Plan Years, or, if
fewer, the number of Plan Years the Plan has been in existence; or (2) the Plan
otherwise meets one of the conditions specified in Notice 98-1 (or additional guidance
issued by the Internal Revenue Service (IRS)) for changing from the current year testing
method.




	

	SECTION
FOUR: VESTING AND FORFEITURES 
Complete Parts A through H
	





	Part A.  	 Vesting
Schedule For Employer Profit Sharing Contributions and Matching Contributions




	  	A
Participant shall become Vested in his or her Individual Account derived from Employer
Profit Sharing Contributions and Matching Contributions, if applicable, made pursuant to
Section Three of the Adoption Agreement as follows (select one vesting schedule for
Employer Profit Sharing Contributions and one vesting schedule for Matching
Contributions, applicable).




		1.  	 Current
Vesting Schedule



	
      

    
	 YEARS OF 

      VESTING 

      SERVICE 	 	 VESTED PERCENTAGE
	
      

    
	 Profit Sharing	  	 Option 1 |_|	  	 Option 2 |_|	  	 Option 3 |_|	  	 Option 4 |_|	 	  	 
	 Matching	 	 Option 1 |_|	 	 Option 2 |_|	 	 Option 3 |_|	 	 Option 4 |_|	  	    	 	Option 5 |_| (Complete
      if Chosen)	 	 Option 5 |_|
      (Complete if Chosen)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Less than One	   	 0%	  	 0%	  	 100%	  	 0%	 	 ___ 	 	 %	  	  0%
	 1	 	 0%	 	 0%	 	 100%	 	 0%	 	___ 	 	 %	 	 20%
	 2	 	 0%	 	 20%	 	 100%	 	 0%	 	___ 	 	 %	 	 40%
	 3	 	 0%	 	 40%	 	 100%	 	 20%	 	___ 	 	 % (not less than
      20%)	 	 60 % (not less
      than 20%)
	 4	 	 0%	 	 60%	 	 100%	 	 40%	 	___ 	 	 % (not less than
      40%)	 	 80 % (not less
      than 40%)
	 5	 	 100%	 	 80%	 	 100%	 	 60%	 	___ 	 	 % (not less than
      60%)	 	 100 % (not less
      than 60%)
	 6	 	 100%	 	 100%	 	 100%	 	 80%	 	___ 	 	 % (not less than
      80%)	 	 100 % (not less
      than 80%)
	 7	 	 100%	 	 100%	 	 100%	 	 100%	 	___ 	 	 % (not less than
      100%)	 	 100 % (not less
      than 100%)




	  	NOTE:
If no option is selected, Option 3 will be deemed to be selected for both Employer Profit
Sharing Contributions and Matching Contributions.




		2.  	 Prior
Vesting Schedule (Complete this Part A, item 2 only if the Plan has been amended to
include a less favorable vesting schedule)




	
      

    
	 YEARS OF 

      VESTING 

      SERVICE 		
      VESTED PERCENTAGE
	
      

    
	 Profit Sharing		 Option 1 |_|		 Option 2 |_|		 Option 3 |_|		 Option 4 |_|	 		 Option 5 |_| (Complete if Chosen)		
	 Matching	 	 Option 1 |_|		 Option 2 |_|		 Option 3 |_|		 Option 4 |_|	 				 Option 5 |_| (Complete if Chosen)
	 Less than One	  	 0%	  	 0%	  	 100%	  	 0%	  	___ 	 %	  	 %
	 1	   	 0%	   	 0%	   	 100%	   	 0%	 	___ 	 %	   	 %
	 2		 0%		 20%		 100%		 0%	 	___ 	 %		 %
	 3		 0%		 40%		 100%		 20%	 	___ 	 % (not less than 20%)		 % (not less than 20%)
	 4		 0%		 60%		 100%		 40%	 	___ 	 % (not less than 40%)		 % (not less than 40%)
	 5		 100%		 80%		 100%		 60%	 	___ 	 % (not less than 60%)		 % (not less than 60%)
	 6		 100%		 100%		 100%		 80%	 	___ 	 % (not less than 80%)		 % (not less than 80%)
	 7		 100%		 100%		 100%		 100%	 	___ 	 % (not less than 100%)		 % (not less than 100%)
	
      

    





 
	 	
	 


 


  
  


	Page 11 of 22 




	Part B.  	 Top-Heavy
Vesting Schedule




	  	Pursuant
to Section 4.01(B) of the Plan, the vesting schedule that will apply when this Plan is a
Top-Heavy Plan (unless the Plan’s regular vesting schedule provides for more rapid
vesting) shall be (select one):





			Option 1:  	 |X| 	  6
Year Graded. 





			Option 2:  	 |_| 	  3
Year Cliff. 




	  	NOTE: If no option is selected Option 1 shall be deemed to be selected for those contributions
identified in Part A above that are subject to a graded vesting schedule and Option 2
shall be deemed to be selected for those contributions identified in Part A above that
are subject to a cliff vesting schedule.




	Part C.  	 Hours
Required For Vesting Purposes




		1.  	 __________
Hours of Service (no more than 1,000) shall be required to constitute a Year of Vesting
Service.




		2.  	 __________
Hours of Service (no more than 500 but less than the number specified in Section Four,
Part C, item 1, above) must be exceeded to avoid a Break in Vesting Service.




		3.  	 For purposes of determining Years of Vesting
      Service, an Employee shall be given credit for Hours of Service with the
      following predecessor employer(s) (complete if applicable)    DOAK
      DERMATOLOGICS INC.




	Part D.  	 Exclusion
of Certain Years of Vesting Service




	  	All
of an Employee’s Years of Vesting Service with the Employer are counted to determine the
Vested percentage in the Participant’s Individual Account except (select any that apply):




		|_|  	 Years
of Vesting Service before the Employee reaches age 18.




		|_|  	 Years
of Vesting Service before the Employer maintained this Plan or a predecessor plan.




		|_|  	 Years
of Vesting Service during a period for which the Employee made no mandatory Nondeductible
Employee  Contributions.




	Part E.  	 Fully
Vested Under Certain Circumstances




	  	Will
a Participant be fully Vested under the following circumstances (answer “Yes”
or “No” to each of the following items by selecting the appropriate box)?




		1.  	 The
Participant dies.  	|X|  Yes   |_|  No




		2.    	 The Participant incurs a Disability. 	|X|  Yes   |_|  No




		3.    	 The
Participant satisfies the conditions for Early Retirement Age (if applicable). 	|X|  Yes   |_|  No




	  	NOTE:
If a box is not selected for an item, “Yes” shall be deemed to be selected for
that item.




	Part F.  	 Allocation
of Forfeitures of Employer Profit Sharing Contributions




	  	Forfeitures
shall be (select one):





			Option 1: 	 |_| 	 
Allocated to the Individual Accounts of the Participants specified below in the
manner described in  Section 3.01(B) of the Plan (for Employer Profit Sharing
Contributions). 





					The
Participants entitled to receive allocations of such Forfeitures shall be (select one): 





					Suboption (a):  	 |_| 	  Qualifying
Participants. 





					Suboption (b):  	 |_| 	  All
Participants. 





					NOTE:
If no suboption is selected Suboption (a) shall be deemed to be selected. 





			Option 2: 	 |_| 	 
Applied to reduce Employer Contributions. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected. Pursuant to Section
3.01(C) of the Plan and notwithstanding the election made above, the Employer may first
apply forfeitures to either the payment of the Plan’s administrative expenses in
accordance with Section 7.04 of the Plan or the restoration of Participants Individual
Accounts pursuant to Section 4.01(C)(3) of the Plan.




	Part G.  	 Allocation
of Forfeitures of Matching Contributions





	  	Forfeitures
of Matching Contributions shall be (select one):





			Option 1:  	 |_| 	  Allocated,
after all other Forfeitures under the Plan, to each Participant’s Individual Account in
the  ratio which each Participant’s Compensation for the Plan Year bears to the total
Compensation of all  Participants for such Plan Year. 





					The Participants entitled to receive allocations
      of such Forfeitures shall be (select one): 





					Suboption (a):  	 |_| 	  Qualifying
Contributing Participants. 






					Suboption (b):  	 |_| 	  Qualifying
Participants. 






					Suboption (c):  	 |_| 	  All
Participants. 





					NOTE:
If no suboption is selected Suboption (a) shall be deemed to be selected 





			Option 2: 	 |X| 	 
Applied to reduce Employer Contributions. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected. Pursuant to Section
3.01(C) of the Plan and notwithstanding the election made above, the Employer may first
apply forfeitures to either the payment of the Plan’s administrative expenses in
accordance with Section 7.04 of the Plan or the restoration of Participants Individual
Accounts pursuant to Section 4.01(C)(3) of the Plan.




	Part H.  	 Allocation
of Forfeitures of Excess Aggregate Contributions





	  	Forfeitures
of Excess Aggregate Contributions shall be (select one):





			Option 1: 	 |_| 	 
Allocated, after all other Forfeitures under the Plan, to each Qualifying Contributing
Participant’s  Matching Contribution account in the ratio which each Qualifying
Contributing Participants Compensation for the  Plan Year bears to the total Compensation
of all Qualifying Contributing Participants for such Plan Year. Such  Forfeitures will
not be allocated to the account of any Highly Compensated Employee. 





			Option 2: 	 |X| 	 
Applied so reduce Employer Contributions. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.





 
	 	
	 


 

 











	Page 12 of 22 




	

	SECTION
FIVE: DISTRIBUTIONS AND LOANS 
Complete Parts A through E
	





	Part A.  	 Distributable
Events (Answer each of the following items.)





	1.  	 Termination
of Employment Before Normal Retirement Age




	  	May
a Participant who has not reached Normal Retirement Age request a distribution from the
Plan of that portion  of the Participant’s Individual Account attributable to the
following types of contributions upon Termination of  Employment?




	  	Employer Profit Sharing Contributions 	|X| Yes 	|_| No





	  	Elective Deferrals	|X| Yes 	|_| No





	  	Matching Contributions (if applicable)	|X| Yes 	|_| No




		2.  	 Disability




	  	May
a Participant who has incurred a Disability request a distribution from the Plan of that
portion of the  Participant’s Individual Account attributable to the following types of
contributions?




	  	Employer Profit Sharing Contributions	|X| Yes 	|_| No





	  	Elective Deferrals	|X| Yes 	|_| No





	  	Matching Contributions (if applicable)	|X| Yes 	|_| No




		3.  	 Attainment
of Normal Retirement Age




	  	May
a Participant who has attained Normal Retirement Age but has not incurred a Termination
of Employment request  a distribution from the Plan of that portion of the Participant’s
Individual Account attributable to the  following types of contributions?




	  	Employer Profit Sharing Contributions	|X| Yes 	|_| No





	  	Elective Deferrals	|X| Yes 	|_| No





	  	Matching Contributions (if applicable)	|X| Yes 	|_| No




		4.  	 Attainment
of Age 591/2




	  	May
a Participant who has attained age 591/2 request a distribution from the Plan of that
portion of the  Participant’s Individual Account attributable to the following types of
contributions while still employed by the  Employer?




	  	Employer Profit Sharing Contributions	|_| Yes 	|_| No



	  	 	|_| Yes, but only with respect to a Participant who is 100
percent Vested in his or her Individual Account
attributable to Employer Profit Sharing Contributions.




	  	Elective Deferrals	|X| Yes 	|_| No




	  	Matching Contributions (If applicable)	|X| Yes 	|_| No




	  	 	|_| Yes, but only with respect to a Participant who is 100
                              percent Vested in his or her Individual Account
                              attributable to Matching Contributions.





		5.  	 In-Service
Withdrawals




			a.  	 In general, may a Participant request a distribution
      of that portion of the Participant’s Individual Account attributable to
      the following types of contributions during service pursuant to Section
      5.0l(A)(4) of the Plan (complete items a, b and c)?




	  	Employer
Profit Sharing Contributions






			Option 1:  	 |_| 	 Yes. 






			Option 2:  	 |_| 	 Yes,
but only with respect to a Participant who is 100 percent Vested in his or her
Individual Account attdbutuble to Employer Profit Sharing Contributions. 






			Option 3:  	 |_| 	 Yes,
but only with respect to a Participant who has participated in the Plan for _____ or
more years and has attained age _____. 






			Option 4:  	 |_| 	 Yes,
but only with respect to a Participant who is 100 percent Vested in his or her  Employer
Profit Sharing Contributions and has participated in the Plan for _____ or more  years
and has attained age _____. 






			Option 5:  	 |_| 	  No. 




	  	Matching
Contributions (if applicable)






			Option 1:  	 |_| 	  Yes. 






			Option 2:  	 |_| 	  Yes,
but only with respect to a Participant who is 100 percent Vested in his or her
Individual Account attributable to Matching Contributions. 






			Option 3:  	 |_| 	  Yes,
but only with respect to a Participant who has participated in the Plan for _____ or
more years and has attained age _____. 






			Option 4:  	 |_| 	  Yes,
but only with respect to a Participant who is 100 percent Vested in his or her  Matching
Contributions and has participated in the Plan for _____ or more years and has  attained
age _____. 






			Option 5:  	|X| 	  No. 





 
	 	
	 


 

 











	Page 13 of 22 




			b.  	 One-Time
In-Service Withdrawal Option/FONT>




	  	Will
the one-time in-service withdrawal provisions described in Section 5.0l(A)(7) of the Plan
apply to  the following types of contributions?




	  	Employer
Profit Sharing Contributions






		Option 1:  	 |_| 	 Yes. 






		Option 2:  	 |_| 	 Yes,
but only with respect to a Participant who is 100 percent Vested in his or her
Individual Account attributable to Employer Profit Sharing Contributions. 






		Option 3:  	 |_| 	  Yes,
but only with respect to a Participant who has participated in the Plan for _____  or
more years and has attained age _____. 






		Option 4:  	 |_| 	 Yes,
but only with respect to a Participant who is 100 percent Vested in his or her  Employer
Profit Sharing Contributions and has participated in the Plan for _____ or more  years
and has attained age _____. 






		Option 5:  	 |_| 	 No. 




	  	If
the answer is “Yes,” specify the percentage that a Participant may withdraw:
_________ percent.




	  	Matching
Contributions (if applicable)






		Option 1:  	 |_| 	  Yes. 






		Option 2:  	 |_| 	  Yes,
but only with respect to a Participant who is 100 percent Vested in his or her
Individual Account attributable to Matching Contributions. 






		Option 3:  	 |_| 	  Yes,
but only with respect to a Participant who has participated in the Plan for _____ or
more years and has attained age _____. 






		Option 4:  	 |_| 	  Yes,
but only with respect to a Participant who is 100 percent Vested in his or her  Matching
Contributions and has participated in the Plan for _____ or more years and has  attained
age _____. 






		Option 5:  	 |X| 	  No. 




	  	If
the answer is “Yes,” specify the percentage that a Participant may withdraw:
_________ percent.




			c.  	 Hardship Withdrawals




	  	May
a Participant request a distribution of that portion of the Participant’s Individual
Account  attributable to the following types of contributions on account of hardship
pursuant to  Section 5.0l(A)(5) of the Plan?




	  	Employer
Profit Sharing Contributions






		Option 1:  	 |_| 	  Yes. 






		Option 2:  	 |_| 	  Yes,
but only with respect to a Participant who is 100 percent Vested in his or her
Individual Account attributable to Employer Profit Sharing Contributions. 






		Option 3:  	 |_| 	  Yes,
but only with respect to a Participant who has participated in the Plan for _____ or
more years and has attained age _____. 






		Option 4:  	 |_| 	  Yes,
but only with respect to a Participant who is 100 percent Vested in his or her  Employer
Profit Sharing Contributions and has participated in the Plan for _____ or more  years
and has attained age _____. 






		Option 5:  	 |_| 	  No. 




	  	NOTE:
If Option 1, 2, 3 or 4 is selected choose one of the following suboptions.





					Suboption (a):  	 |_| 	  The definition of hardship described
                  in Section 5.0l(A)(5) of the Plan shall apply. 






            					Suboption (b):  	 |_| 	  The safe harbor definition of hardship
                  distribution described in Section 5.0l(A)(6)(b) of the Plan
                  shall apply. 





				NOTE: If no suboption is
      selected Suboption (b) shall be deemed to be selected. 




	  	Matching
Contributions (if applicable)






		Option 1:  	 |X| 	  Yes. 






		Option 2:  	 |_| 	  Yes,
but only with respect to a Participant who is 100 percent Vested in his or her
Individual Account attributable to Matching Contributions. 






		Option 3:  	 |_| 	  Yes,
but only with respect to a Participant who has participated in the Plan for _____ or
more years and has attained age _____. 






		Option 4:  	 |_| 	  Yes,
but only with respect to a Participant who is 100 percent Vested in his or her  Matching
Contributions and has participated in the Plan for _____ or more years and has  attained
age _____. 






		Option 5:  	 |_| 	  No. 





				NOTE: If Option 1, 2, 3
      or 4 is selected, choose one of the following suboptions. 





            					Suboption (a):  	 |_| 	  The definition of hardship described in Section 5.0l(A)(5) of the
                                                            Plan shall apply. 





            					Suboption (b):  	 |X| 	 The safe harbor definition of hardship distribution described in
Section 5.0l(A)(6)(b) of the Plan shall apply.

NOTE: If no suboption is selected Suboption (b) shall be deemed to be selected. 





		6.  	 Withdrawals
of Rollover Contributions




	  	May
an Employee request a distribution of his or her rollover contributions at any time?





			Option 1:  	 |X| 	  Yes. 






			Option 2:  	 |_| 	  No. 





 
	 	
	 


 

 












	Page 14 of 22 




		7.  	 Withdrawals
of Transfer Contributions




	  	May
an Employee request a distribution of his or her transfer contributions at any time(select one)?





			Option 1:  	 |_| 	  Yes. 





			Option 2:  	 |X| 	  No. 




		8.  	 Hardship
Withdrawals of Elective Deferrals




	  	May
a Participant request a distribution of his or her Elective Deferrals on account of
hardship pursuant to  Section 5.0I(A)(6) of the Plan?





			Option 1:  	 |X| 	  Yes. 





			Option 2:  	 |_| 	  No. 




	  	NOTE:
If no option is selected for an item, Option 1 shall be deemed to be selected for that
item.




	Part B.  	 Form of Distribution (Answer each
      of the following items.)




		1.  	 Lump
Sum




	  	May
a Participant request a distribution of the Vested portion of his or her Individual
Account in a lump sum,  subject to Section 5.02(C) of the Plan?





			Option 1:  	 |X| 	  Yes. 





			Option 2:  	 |_| 	  No. 




		2.  	 Installment
Payments




	  	May
a Participant request a distribution of the Vested portion of his or her Individual
Account over a period not  to exceed the life expectancy of the Participant or the joint
and last survivor life expectancy of the  Participant and his or her designated
Beneficiary, subject to Section 5.02(C) of the Plan?





			Option 1:  	 |X| 	  Yes. 





			Option 2:  	 |_| 	  No. 




		3.  	 Annuity
Contracts




	  	May
a Participant apply the Vested portion of his or her Individual Account toward the
purchase of an annuity  contract, subject to Section 5.02(C) of the Plan?





			Option 1:  	 |_| 	  Yes. 





			Option 2:  	 |X| 	  No. 




		4.  	 Involuntary
Cashouts




	  	An Eligible Rollover Distribution that exceeds
      $1,000 but does not exceed $5,000 will be paid in the following manner pursuant
      to Sections 5.02 and 5.04 of the Plan (select one):





			Option 1:  	 |_| 	  a
single sum. 





			Option 2:  	 |X| 	  a
Direct Rollover to an individual retirement account. 




	  	NOTE:
Option 1 must be selected for at least one of items one through three in Part B above. If
neither option is selected for items one through three in Part B above. Option 1 shall
be deemed to have been selected for such item. If item four is not completed, Option 2
shall be deemed to have been selected for such item. If this Plan is restating a Prior
Plan, the forms of distribution under this Plan must generally be at least as favorable
as under the Prior Plan.




	Part C.  	 Timing
of Distributions




		1.  	 Termination
of Employment




	  	Where
a Participant who is entitled to a distribution under the Plan has a Termination of
Employment (for reasons other than death, Disability or attainment of Normal Retirement
Age), distributions shall commence (select one):





			Option 1:  	 |X| 	  As
soon as administratively feasible following the date the Participant requests a
distribution. 





			Option 2:  	 |_| 	  As
soon as administratively feasible following the close of the Plan Year within which the
Participant requests a distribution. 





			Option 3:  	 |_| 	 As
soon as administratively feasible following the close of the Plan Year within which the
Participant requests a distribution or the Participant requests a distribution and incurs
________ (not more than five) consecutive one-year Breaks in Vesting Service, whichever
is later. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected. A Participant’s
request for a distribution must be accompanied by his or her spouse’s consent pursuant
to Section 5.13 of the Plan.




		2.  	 Death,
Disability or Attainment of Normal Retirement Age




	  	Where
a Participant dies, incurs a Disability or attains Normal Retirement Age, and a
distributable event has occurred, distributions shall commence (select one):





			Option 1:  	 |X| 	  As
soon as administratively feasible following the date the Participant (or Beneficiary of a
deceased Participant) requests a distribution. 





			Option 2:  	 |_| 	  As
soon as administratively feasible following the close of the Plan Year within which the
Participant (or Beneficiary of a deceased Participant) requests a distribution. 





			Option 3:  	 |_| 	  As soon as administratively feasible following
      the close of the Plan Year within which the Participant (or Beneficiary
      of a deceased Participant) requests a distribution or the Participant requests
      a distribution and incurs ________ (not more than five) consecutive
      one-year Breaks in Vesting Service, whichever is later. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.




	Part D.  	 Retirement
Equity Act Safe Harbor




	  	Will
the safe harbor provisions of Section 5.13(E) of the Plan apply (select one)?





			Option 1:  	 |X| 	  Yes. 






			Option 2:  	 |_| 	  No. 





 
	 	
	 


 

 













	Page 15 of 22 




	  	Survivor
Annuity Percentage (Complete only if Option 2 is selected.)




	  	The
survivor annuity portion of the Qualified Joint and Survivor Annuity shall be a
percentage equal to ________ percent (at least 50 percent, but no more than 100 percent)
of the amount paid to the Participant prior to his or her death.




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




	Part E.  	 Loans




	  	May
a Participant request a loan pursuant to Section 5.19 of the Plan?





			Option 1:  	 |X| 	  Yes. 





			Option 2:  	 |_| 	  No. 




	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.




	NOTE: Section 411 (d)(6) of the Code prohibits
the elimination of protected benefits. In general, protected benefits include the timing
of payout options. If the Plan is restating a Prior Plan that permitted a distribution
option described above that involves the timing of a distribution, the selections must
generally be at least as favorable as under the Prior Plan. Forms of distributions may
be eliminated under certain conditions, but generally only after advance notice has been
given to Participants as described in the Basic Plan Document.




	

	SECTION
SIX: DEFINITIONS 
Complete Parts A through M
	





	Part A.  	 Plan
Year Means





			Option 1:  	 |_| 	  The
12-consecutive month period which coincides with the Adopting Employer’s Fiscal Year. 





			Option 2:  	 |X| 	  The
calendar year. 





			Option 3:  	 |_| 	 The
52/53 week period ending on the last __________ (specify day of the week) nearest
__________ (specify month and day) of each year. 





			Option 4:  	 |_| 	 Other
12-consecutive month period (Specify a 12-consecutive month period selected in a uniform
and nondiscriminatory manner.) _______________. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




	  	If
the initial Plan Year is less than 12 months (a short Plan Year) specify such Plan Year’s
beginning and ending  dates.




	Part B.  	 Limitation
Year Means





			Option 1:  	 |X| 	  The
Plan Year. 





			Option 2:  	 |_| 	  The
calendar year. 





			Option 3:  	 |_| 	  Other 12-consecutive month period (Specify
      a 12-consecutive month period selected in a uniform and nondiscriminatory
      manner.) ___________________. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




	Part C.  	 Measuring
Period For Vesting




	  	Years
of Vesting Service shall be measured over the following 12-consecutive month period:





			Option 1:  	 |X| 	  The
Plan Year. 






			Option 2:  	 |_| 	  The
12-consecutive month period commencing with the Employee’s Employment Commencement Date
and each  successive 12-month period commencing on the anniversaries of the Employee’s
Employment Commencement  Date. 





			Option 3:  	 |_| 	 Other (specify) ___________________________________.
    




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




	Part D.  	 Hours
of Service Equivalencies




	  	Service will be determined on the basis of (select
      one):





			Option 1:  	 |_| 	  Actual
hours for which an Employee is paid or entitled to payment. 





			Option 2:  	 |_| 	  Days
worked. An Employee will be credited with 10 Hours of Service if under the definition of
Hours  of Service such Employee would be credited with at least one Hour of Service
during the day. 





			Option 3:  	 |_| 	  Weeks
worked. An Employee will be credited with 45 Hours of Service if under the definition of
Hours  of Service such Employee would be credited with at least one Hour of Service
during the week. 





			Option 4:  	 |_| 	  Semi-Monthly
payroll periods worked. An Employee will be credited with 95 Hours of Service if under
the definition of Hours of Service such Employee would be credited with at least one Hour
of Service  during the semi-monthly payroll period. 





			Option 5:  	 |_| 	  Months
worked. An Employee will be credited with 190 Hours of Service if under the definition of
Hours of Service such Employee would be credited with at least one Hour of Service during
the month. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected. This Section Six, Part
D will not apply if the elapsed time method of Section Six, Part E, Option 2 is selected.




	Part E.  	 Elapsed
Time Method




	  	In
lieu of tracking Hours of Service of Employees, will the elapsed time method described
under the definition of Hours of Service be used (select one or more)?





			Option 1:  	 |_| 	 No. 





			Option 2:  	 |_| 	 Yes. 





			Option 3:  	 |X| 	 Yes,
for purposes of determining a Participant’s Vested percentage. 





			Option 4:  	 |X| 	 Yes,
for purposes of determining eligibility to participate in the Plan. 





			Option 5:  	 |_| 	 Yes,
for purposes of determining if a Participant is a Qualifying Participant or Qualifying
Contributing Participant and therefore eligible to receive an Employer Contribution. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





 
	 	
	 


 

 













	Page 16 of 22 




	Part F.  	 Compensation




		1.  	 Employer
Profit Sharing Contributions




			a.  	 General
Definition




	  	For
purposes of Employer Profit Sharing Contributions, Compensation will mean all of each
Participant’s (select one):





		Option 1:  	 |_| 	 W-2
wages. 





		Option 2:  	 |_| 	 Section
3401(a) wages. 





		Option 3:  	 |_| 	 415
safe-harbor compensation. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to have been selected.




			b.  	 Determination
Period




	  	For
purposes of Employer Profit Sharing Contributions, Compensation shall be determined over
the following applicable period (select one):





		Option 1:  	 |_| 	  The
Plan Year. 





		Option 2:  	 |_| 	 The
calendar year ending with or within the Plan Year. 





		Option 3:  	 |_| 	 The consecutive 12-month period, beginning on
      (specify month and day) ______________. 




	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.




			c.  	 Inclusion
of Elective Deferrals




	  	For
purposes of Employer Profit Sharing Contributions, Compensation shall include Employer
Contributions made pursuant to a salary reduction agreement which are not includible in
the gross income of the Employee under any of the following sections of the Code (select
“Yes” or “No” for each of the following items).




	  	Section
125 (cafeteria plans) 	|_| Yes     |_| No




	  	Section
132(f)(4) (qualified transportation fringe benefits) 	|_| Yes     |_| No




	  	Section
402(e)(3) (401(k) plans) 	|_| Yes     |_| No




	  	Section
402(h)(1)(B) (salary deferral SEP plans) 	|_| Yes     |_| No




	  	Section
403(b) (tax-sheltered annuity plans) 	|_| Yes     |_| No




	  	NOTE: If a box is not selected for
      an item, “Yes” shall be deemed to be selected for that item.




			d.  	 Exclusions
From Compensation




	  	For
purposes of Employer Profit Sharing Contributions, Compensation shall not include the
following (select any that apply).




			|_|  	Bonuses  	|_|  	Commissions





			|_|  	Overtime 	|_|  	Other (specify) ________________________






	  	NOTE:
No exclusions from Compensation are permitted if the integrated allocation formula in
Section Three, Part A, item 2 is selected. 






		2.  	 Elective Deferrals




			a.  	 General Definitions




	  	For purposes of Elective Deferrals, Compensation
      will mean all of each Participant’s(select one):




		Option 1:  	 |X| 	 W-2 wages. 




		Option 2:  	 |_| 	 Section 3401(a) wages. 




		Option 3:  	 |_| 	 415 safe-harbor compensation. 




	  	NOTE: lf no option is selected, Option
      1 shall be deemed to be selected.




			b.  	 Determination Period




	  	For purposes of Elective Deferrals, Compensation
      shall be determined over the following applicable period (select one):




		Option 1:  	 |X| 	 The Plan Year. 




		Option 2:  	 |_| 	 The calendar year ending with or within the
      Plan Year. 




		Option 3:  	 |_| 	 The consecutive 12-month period, beginning (specify
      month and day) __________________________. 




	  	NOTE: If no option is selected, Option
      1 shall be deemed to be selected.




			c.  	 Inclusion of Elective Deferrals




	  	For purposes of Elective Deferrals, Compensation
      shall include Employer Contributions made pursuant to a salary reduction
      agreement which are not includible in the gross income of the Employee under
      any of the following sections of the Code (select “Yes” or
      “No” for each of the following items).




	  	Section 125 (cafeteria plans) 	|X| Yes     |_| No




	  	Section 132(f)(4) (qualified transportation fringe
      benefits) 	|X| Yes     |_| No




	  	Section 402(e)(3) (401(k) plans) 	|X| Yes     |_| No




	  	Section 402(h)(l)(B) (salary deferral SEP plans)
      	|X| Yes     |_| No




	  	Section 403(b) (tax-sheltered annuity plans)
      	|X| Yes     |_| No




	  	NOTE: If a box is not selected for
      an item, “Yes” shall be deemed to be selected for that item.




			d.  	 Exclusions From Compensation




	  	For purposes of Elective Deferrals, Compensation
      shall not include the following (select any that apply).




			|_|  	Bonuses  	|_|  	Commissions




			|_|  	Overtime 	|_|  	Other (specify) ________________________






	  	NOTE: No exclusions from Compensation
      are permitted if the integrated allocation formula in Section Three, Part
      A, item 2 is selected. 




	 	 	 



 



  
  

	Page 17 of 22 





		3.  	 Matching
Contributions





			a.  	 General
Definitions





	  	For purposes of Matching Contributions, Compensation
      will mean all of each Participant’s (select one):






		Option 1:  	 |X| 	 W-2
wages. 






		Option 2:  	 |_| 	 Section
3401(a) wages. 






		Option 3:  	 |_| 	 415  safe-harbor compensation. 





	  	NOTE:
lf no option is selected, Option 1 shall be deemed to be selected.





			b.  	 Determination
Period





	  	For
purposes of Matching Contributions, Compensation shall be determined over the following
applicable period (select one):






		Option 1:  	 |X| 	 The
Plan Year. 






		Option 2:  	 |_| 	 The
calendar year ending with or within the Plan Year. 






		Option 3:  	 |_| 	 The
consecutive 12-month period, beginning (specify month and day) __________________________. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





			c.  	 Inclusion
of Elective Deferrals





	  	For
purposes of Matching Contributions, Compensation shall include Employer Contributions
made pursuant to a salary reduction agreement which are not includible in the gross
income of the Employee under any of the following sections of the Code (select
“Yes” or “No” for each of the following items).





	  	Section
125 (cafeteria plans) 	|X| Yes     |_| No





	  	Section 132(f)(4) (qualified transportation fringe
      benefits) 	|X| Yes     |_| No





	  	Section
402(e)(3) (401(k) plans) 	|X| Yes     |_| No





	  	Section
402(h)(l)(B) (salary deferral SEP plans) 	|X| Yes     |_| No





	  	Section
403(b) (tax-sheltered annuity plans) 	|X| Yes     |_| No





	  	NOTE:
If a box is not selected for an item, “Yes” shall be deemed to be selected for
that item.





			d.  	 Exclusions
from Compensation





	  	For
purposes of Matching Contributions, Compensation shall not include the following (select
any that apply).





			|_|  	Bonuses  	|_|  	Commissions





			|_|  	Overtime 	|_|  	Other (specify) ________________________





	  	NOTE:
No exclusions from Compensation are permitted if the integrated allocation formula in
Section Three, Part A, item 2 is selected.





		4.  	 Universal
Compensation Issues





			a.  	 Pre-Entry
Date Compensation




				1.  	 General
Purposes




	  	Unless a different definition of Compensation
      is required by either the Code or ERISA, for the Plan Year in which an Employee
      enters the Plan, the Employee’s Compensation which shall be taken into account
      for purposes of the Plan (other than ADP or ACP testing) shall be (select
      one):






		Option 1:  	 |X| 	  The
Employee’s Compensation only from the Entry Date, applicable to the particular type of
contribution, on which the Employee became a Participant in the Plan. 






		Option 2: 	 |_| 	 
The  Employee’s Compensation for the whole of such Plan Year. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





				2.  	 ADP
and ACP Testing Purposes





	  	For
the Plan Year in which an Employee enters the Plan, the Employee’s Compensation which
shall be taken into account for purposes of ADP and ACP testing shall be (select one):






		Option 1:  	 |X| 	  The
Employee’s Compensation only from the Entry Date, applicable to the particular type of
contributions, on which the Employee became a Participant in the Plan. 






		Option 2:  	 |_| 	  The
Employee’s Compensation for the whole of such Plan Year. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





	Part G.  	 Normal
Retirement Age





	  	The Normal Retirement Age under the Plan shall
      be (select and complete one):






			Option 1:  	 |X| 	 Age
65 (not to exceed 65 or such later age as may be allowed under Section 411(a)(8) of the
Code). 






			Option 2:  	 |_| 	 The later of age ________ (not to exceed
      65 or such later age as maybe allowed under Section 411(a)(8) of the Code)
      or the _______ (not to exceed fifth) anniversary of the first day
      of the first Plan Year in which the Participant commenced participation
      in the Plan. 





	  	NOTE:
If no option is selected. Option 1 shall be deemed to be selected and age 591/2 will be
deemed to have been entered.





	Part H.  	 Early
Retirement Age





	  	The
Early Retirement Age under the Plan shall be (select one):






			Option 1:  	 |_| 	  An
Early Retirement Age is not applicable under the Plan. 






			Option 2:  	 |X| 	  A
Participant satisfies the Plan’s Early Retirement Age conditions by attaining age 59.5
and completing  ______ Years of Vesting Service. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





 
	 	
	 


 

 













	Page 18 of 22 





	Part I.  	 Valuation
Date





	  	The
Plan Valuation Date shall be (select one):






			Option 1:  	 |X| 	  Daily. 






			Option 2:  	 |_| 	  The
last day of the Plan Year and each other date designated by the Plan Administrator which
is selected in a  uniform and nondiscriminatory manner. 






			Option 3:  	 |_| 	  The
last day of each Plan quarter. 






			Option 4:  	 |_| 	  The
last day of each month. 






			Option 5:  	 |_| 	  Other (Specify one or more dates that are
      selected in a uniform and nondiscriminatory manner, including the last day
      of the Plan Year.) ___________________________________.





	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.





	Part J.  	 Disability





	  	For
purposes of this Plan, Disability shall mean (select one):






			Option 1:  	 |_| 	  The
inability to engage in any substantial, gainful activity by reason of any medically
determinable physical  or mental impairment that can be expected to result in death or
which has lasted or can be expected to last  for a continuous period of not less than 12
months. 






			Option 2:  	 |X| 	  The
inability to engage in any substantial, gainful activity in the Employee’s trade or
profession for which  the Employee is best qualified through training or experience. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





	Part K.  	 Highly
Compensated Employee





		1.  	 Top
Paid Group Election





	  	For
purposes of determining who is a Highly Compensated Employee under the Plan, the top paid
group election shall apply (select one).






		Option 1: 	 |_| 	 
Yes. 






		Option 2: 	 |X| 	 
No. 





	  	NOTE:
If no option is selected, Option 2 shall be deemed to be selected.





		2.  	 Calendar
Year Data Election





	  	For
purposes of determining who is a Highly Compensated Employee (other than a five-percent
owner) under the Plan, the calendar year data election shall apply (select one).






			Option 1:  	 |X| 	  Yes. 






			Option 2:  	 |_| 	  No. 





	  	NOTE: If no option is selected, Option
      1 shall be deemed to be selected.





	Part L.  	 Required
Beginning Date





	  	For
purposes of determining when minimum distributions must begin to be made to each
Participant, the Required Beginning Date shall mean (select one):






			Option 1:  	 |_| 	  The
April 1 of the calendar year following the calendar year in which a Participant attains
age 701/2. 






			Option 2:  	 |_| 	  The April 1 of the calendar year following
      the calendar year in which a Participant attains age 701/2,
      except that distributions to a Participant (other than a five-percent owner)
      with respect to benefits accrued after the later of the adoption or effective
      date of the amendment to the Plan must commence by the later of the April
      1 of the calendar year following the calendar year in which the Participant
      attains age 701/2 or
      retires. 






			Option 3:  	 |X| 	  The later of the April 1 of the calendar year
      following the calendar year in which a Participant attains age 701/2.
      or retires except that distributions to a five-percent owner must commence
      by the April 1 of the calendar year following the calendar year in which
      the Participant attains age 701/2.
    





	  	NOTE:
If no option is selected, Option 3 will be deemed to be selected.





	  	NOTE:
If Option 3 is selected, choose one or more of the following suhoptions. Suboption (c)
must be selected to the extent that there would otherwise be an elimination of a
preretirement age 701/2 distribution option for Employees older than those listed above.






            					Suboption (a):  	 |X| 	  Any Participant attaining age 701/2
      in years after 1995 may elect by the April 1 of the calendar year following
      the year in which the Participant attained age 701/2
      (or by December 31, 1997, in the case of a Participant attaining age 701/2
      in 1996) to defer distributions until the calendar year following the calendar
      year in which the Participant retires. If no such election is made, the
      Participant will begin receiving distributions by the April 1 of the calendar
      year following the year in which the Participant attained age 701/2
      (or by December 31, 1997, in the case of a Participant attaining age 701/2
      in 1996). 






            					Suboption (b):  	 |X| 	 Any Participant attaining age 701/2
      in years prior to 1997 may elect to stop distributions and recommence by
      the April 1 of the calendar year following the year in which the Participant
      retires. There shall be (select one): 






		(i)	 |_|	a new annuity starting date upon recommencement, or 






		(ii)	  |X| 	no new annuity starting date upon recommencement.






            					 		 NOTE:  If
neither item (i) nor item (ii) is selected, item (ii) will be deemed to be selected.







            					Suboption (c):  	 |X| 	  The preretirement age 701/2
      distribution option is only eliminated with respect to an Employee who reaches
      age 701/2 in or after
      a calendar year that begins after the later of December 31, 1998, or the
      adoption date of the amendment. The preretirement age 701/2
      distribution option is an optional form of benefit under which benefits
      payable in a particular distribution form (including any modifications that
      may be elected after benefit commencement) commence at a time during the
      period that begins on or after January 1 of the calendar year in which a
      Participant attains age 701/2
      and ends April 1 of the immediately following calendar year. 





	  	NOTE: If no suboption(s) is selected,
      Suboptions (a), (b) and (c) will be deemed to be selected.





 
	 	
	 


 

 












	Page 19 of 22 





	Part M.  	 Eligibility
Computation Period





	  	An
Employee’s Eligibility Computation Periods subsequent to his or her initial Eligibility
Computation Period shall be  (select one):






			Option 1:  	 |X| 	  The
12-consecutive month periods commencing on the anniversaries of his or her Employment
Commencement Date. 






			Option 2:  	 |_| 	  The
Plan Year commencing with the Plan Year beginning during his or her initial Eligibility
Computation  Period. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





	

	SECTION
SEVEN: MISCELLANEOUS 
Complete Parts A and B
	






	Part A.  	 Permissible
Investments





	  	The
assets of the Plan shall be invested only in those investments described below (to be
completed by the Prototype Sponsor):





	Part B.  	 Participant
Direction





		1.  	 Authorization





	  	Will
a Participant be responsible for directing the investment of his or her Plan assets
pursuant to Section 7.22(B) of the Plan (select one)?






			Option 1:  	 |X| 	  Yes. 






			Option 2:  	 |_| 	  No. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected Complete the remainder
of Part B only if Option 1 is selected.





		2.  	 Investment
Options





	  	A Participant may direct the investment of his
      or her Plan assets among the following investments (select one):






			Option 1: 	 |X| 	 
 Only  those investment options designated by the Plan Administrator or other
Fiduciary. 






			Option 2: 	 |_| 	 
 Any  allowable investment. 





	  	NOTE: If no option is selected, Option
      1 shall be deemed to be selected.





		3.  	 Accounts
Subject to Participant Direction





	  	A Participant shall be responsible for directing
      the following portions of his or her Individual Account (select one):






		Option 1:  	 |X| 	  Those
accounts that the Plan Administrator may designate from time to time in a uniform and
nondiscriminatory manner. 






		Option 2:  	 |_| 	  The
entire Individual Account. 






		Option 3:  	 |_| 	 The
following accounts (select any that apply): 





			|_|  	 Elective Deferral account.





			|_|  	 Matching
Contribution account.





			|_|  	 Employer
Profit Sharing Contribution account.





			|_|  	 Rollover
contribution account.





			|_|  	 Transfer
contribution account.





			|_|  	 Other (Specify one or more of the accounts
      that may, in part, comprise a Participant’s Individual Account under this
      Plan.)

      _________________________________. 





	  	NOTE:
If no option is selected, Option 1 shall be deemed to be selected.





		4.  	 Frequency
of Investment Changes





	  	A
Participant may make changes to the investments within his or her Individual Account with
the following frequency  (select one):






			Option 1:  	 |X| 	  In
accordance with uniform and nondiscriminatory rules established by the Plan Administrator
or other  Fiduciary. 






			Option 2:  	 |_| 	  Daily. 






			Option 3:  	 |_| 	  Monthly. 






			Option 4:  	 |_| 	  Quarterly. 






			Option 5:  	 |_| 	 Other (Specify one or more of the accounts
      that may, in part, comprise a Participant’s individual Account under this
      Plan.) 





	  	NOTE: If no option is selected, Option
      1 shall be deemed to be selected. The Plan’s Valuation Dates must be at
      least as often as the frequency selected above.





	

	SECTION
EIGHT: TRUSTEE AND CUSTODIAN 
Complete Parts A and B (as applicable)
	






	Part A.  	 Custodian (This Part A must be completed
      unless a Trustee is named in Part B, below.)





	  	Financial Organization    SEE
      SEPARATE FRONTIER TRUST COMPANY, FSB, CUSTODIAL AGREEMENT





	  	Address ____________________________________________________________________





	  	Signature ___________________________________________________________________





	  	Type Name _________________________________________
      Title _____________________






 
	 	
	 


 

 











	Page 20 of 22 





	Part B.  	Trustee (This Part B must be completed
      unless the Plan covers one or more Self-Employed individuals or satisfies
      another exception under Section 403(b) of ERISA. Select one)






			Option 1:  	 |X| 	  Financial
Organization as Trustee 






			Option 2:  	 |_| 	  Individual
Trustee(s) 





	  	The
Trustee of this Plan shall be a:     |X|  Directed Trustee     |_|  Discretionary Trustee






	  	Name of Trustee    FRONTIER TRUST
      AGREEMENT

                                       _____________________________________________________________
      






	  	Address    1126 WESTRAC DRIVE,
      FARGO, ND 58103

                         ___________________________________________________________________
      





	  	Telephone    701-234-0207

                            __________________________________________________________________
      





		Signature (SEE SEPARATE TRUST
      AGREEMENT) 	  Title ____________________





	  	Name of Trustee ______________________________________________________




	  	Address ____________________________________________________________




	  	Telephone __________________________________________________________




		Signature ____________________________	  Title ____________________






	  	Name of Trustee ______________________________________________________




	  	Address ____________________________________________________________




	  	Telephone __________________________________________________________



		Signature _____________________________	  Title ____________________






	  	Name of Trustee ______________________________________________________




	  	Address ____________________________________________________________




	  	Telephone __________________________________________________________



		Signature _____________________________	  Title ____________________





	

	SECTION
NINE: EMPLOYER SIGNATURE 
Important: Please read before signing
	






	Prototype Sponsor





	Name of Prototype Sponsor    UNIVERSAL PENSIONS,
      INC., A BISYS COMPANY

                                                           _____________________________________________________________
      





	Address    431 GOLF COURSE DRIVE, BRAINERD,
      MN 56401

                         ___________________________________________________________________________
      





	Telephone    218-825-5000

                             __________________________________________________________________________
      






	|_|  	 Check here and provide the applicable information
      below if someone other than the Adopting Employer will be the Plan Administrator.





	  	Name of Plan Administrator    BRADLEY
      PHARMACEUTICALS, INC.

                                                           ____________________________________________________
      





	  	Address ___________________________________________________________________




	  	City _______________________________ State ____________________
      Zip ___________




	  	Telephone _________________________________________________________________





	  	Signature of Plan Administrator ______________________	Date Signed  _______________





	  	Type Name _________________________________________________________________



	|X|  	 Check here if there is an attachment(s) that
      applies to this Plan (If this box is checked, please describe the attachment(s)
      below.) 

      SEE SEPARATE FRONTIER TRUST COMPANY, FSB, TRUST AGREEMENT





	I am an authorized representative of the
Adopting Employer named above and I state the following:





	1.  	I
acknowledge that I have relied upon my own advisors regarding the completion of this
Adoption Agreement and  the legal tax implications of adopting this Plan;





	2.  	I
understand that my failure to properly complete this Adoption Agreement may result in
disqualification of  the Plan;





	3.  	I
understand that the Prototype Sponsor will inform me of any amendments made to the Plan
and will notify me  should it discontinue or abandon the Plan; and





	4.  	I
have received a copy of this Adoption Agreement, the corresponding Basic Plan Document
and, if applicable,  any separate trust agreement used In lieu of the trust agreement
contained in the Basic Plan Document.






	  	Signature of Plan Administrator /s/ R. Leuczycki	Date Signed   9/29/03




	  	Type Name      
      R. Leuczycki	Title    CFO



	NOTE: The Adopting Employer may rely on an opinion
      letter issued by the internal Revenue Service as evidence that the Plan
      is qualified under Section 401 of the Code only to the extent provided in
      Announcement 2001-77, 2001-30 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 issued with respect
      to the Plan and in Announcement 2001-77. In order to have reliance in such
      circumstances or with respect to such qualification requirements, application
      for a determination letter must be made to Employee Plans Determinations
      of the Internal Revenue Service. This Adoption Agreement may be used only
      in conjunction with Basic Plan Document #01. The signature of the Adopting
      Employer in this Section Nine shall apply to Section 10 of this Adoption
      Agreement if the Employer is restating its Plan to comply with Revenue Procedure
      2000-200.





 
	 	
	 


 

 











	Page 21 of 22 




	

	SECTION
TEN: REMEDIAL AMENDMENT PERIOD PLAN ADMINISTRATION
 Complete Section 10 only if the Plan
is being restated to comply with GUST
	






	Part A.  	 Highly
Compensated Employee





		1. 	Top Paid Group. For purposes of determining
      who was a Highly Compensated Employee, did the Employer make the top-paid
      group election for the following Plan Years?




	  	  1997     |_| Yes    
      |X| No     |_| Not Applicable	     	  2001     |_| Yes    
      |X| No     |_| Not Applicable
	 	  1998     |_|
      Yes     |X| No     |_| Not Applicable	 	  2002     |_|
      Yes     |X| No     |_| Not Applicable
	 	  1999     |_| Yes    
      |X| No     |_| Not Applicable	 	  2003     |_| Yes    
      |_| No     |_| Not Applicable
	 	  2000     |_| Yes    
      |X| No     |_| Not Applicable	 	  2004     |_| Yes    
      |_| No     |_| Not Applicable





	  	NOTE: If a box is not selected for
      a year, “No” shall be deemed to be selected for such year.





		2. 	Calendar Year Data Election. For purposes
      of determining who was a Highly Compensated Employee (other than as a five-percent
      owner) did the Employer make a calendar year data election for the following
      Plan Years?




	  	  1997    |X| Yes
          |_| No     |_| Not Applicable	     	  2001    |X| Yes
         |_| No      |_| Not Applicable
		  1998    |X| Yes
          |_| No     |_| Not Applicable 	 	  2002     |X|
      Yes    |_| No     |_| Not Applicable 
		  1999    |X| Yes    
      |_| No     |_| Not Applicable 	 	  2003     |_|
      Yes     |_| No     |_| Not Applicable 
		  2000    |X| Yes   
       |_| No     |_| Not Applicable 	 	  2004     |_|
      Yes     |_| No     |_| Not Applicable 





	  	NOTE:
If a box is not selected for a year, “Yes” shall be deemed to be selected for
such year.





	Part B.  	 ADP/ACP
Testing






		1. 	Prior Year Testing and ADP Test. For purposes
      of performing the ADP test, did the Employer apply the prior year testing
      rules for the following Plan Years?


	 	  1997    |X| Yes
          |_| No     |_| Not Applicable	     	  2001    |X| Yes
         |_| No      |_| Not Applicable
	 	  1998    |X| Yes
          |_| No     |_| Not Applicable 	 	  2002     |X|
      Yes    |_| No     |_| Not Applicable 
	 	  1999    |X| Yes    
      |_| No     |_| Not Applicable 	 	  2003     |_|
      Yes     |_| No     |_| Not Applicable 
	 	  2000    |X| Yes   
       |_| No     |_| Not Applicable 	 	  2004     |_|
      Yes     |_| No     |_| Not Applicable 





	  	NOTE:
If a box is not selected for a year, “Yes” shall be deemed to be selected for
such year.






		2. 	Initial Plan Year ADP. If this was not
      a successor Plan, then, for the first Plan Year this Plan permitted any
      Participant to make Elective Deferrals, the ADP used in the ADP test for
      Participants who were not Highly Compensated Employees was such first Plan
      Year’s ADP.



	  	|_|  Yes      |X|  No





	  	NOTE:
Select “No” if “No “ was selected in item I above with respect to the
first Plan Year Elective Deferrals were permitted under this Plan. If a box is not
selected, “No” shall be deemed to be selected.




		3. 	 Prior
Year Testing and ACP Test. For purposes of performing the ACP test, did the Employer
apply the prior year testing rules for the following Plan Years?




	 	  1997    |X| Yes
          |_| No     |_| Not Applicable	     	  2001    |X| Yes
         |_| No      |_| Not Applicable
	 	  1998    |X| Yes
          |_| No     |_| Not Applicable 	 	  2002     |X|
      Yes    |_| No     |_| Not Applicable 
	 	  1999    |X| Yes    
      |_| No     |_| Not Applicable 	 	  2003     |_|
      Yes     |_| No     |_| Not Applicable 
	 	  2000    |X| Yes   
       |_| No     |_| Not Applicable 	 	  2004     |_|
      Yes     |_| No     |_| Not Applicable 





	  	NOTE: If a box is not selected for
      a year under either 1 or 3 above, “Yes” will be deemed to be selected
      for such year.





		4. 	Initial
Plan Year ACP. If this was not a successor Plan, then, for the first Plan Year this Plan
permitted any Participant to make Nondeductible Employee Contributions, provided for
Matching Contributions or both, the ACP used in the ACP test for Participants who were
not Highly Compensated Employees was such first Plan Year’s ACP.





	  	|_|  Yes      |X|  No





	  	NOTE: Select “No” if “No
      “ was selected in item 3 above with respect to the first Plan Year
      Nondeductible Employee Contributions and/or Matching Contributions were
      permitted if a box is not selected, “No” shall be deemed to be
      selected.





	Part C.  	 401(k)
Safe Harbor Rules





		1. 	 Application
of Rules. Did the Employer apply the 401(k) safe harbor rules for the following Plan
Years?




	 	  1999     |_| Yes    
      |X| No     |_| Not Applicable	     	  2002     |_| Yes    
      |X| No     |_| Not Applicable
	 	  2000     |_| Yes    
      |X| No     |_| Not Applicable	 	  2003     |_| Yes    
      |X| No     |_| Not Applicable
	 	  2001     |_| Yes    
      |X| No     |_| Not Applicable	 	  2004     |_| Yes    
      |_| No     |_| Not Applicable





	  	NOTE: If a box is not selected for
      a year, “No” shall be deemed to be selected for such year.




 
	 	
	 


 

 













	Page 22 of 22 





		2. 	 Safe
Harbor Contribution. lf “Yes’ is selected for one or more of the years described
above, which safe harbor contribution did the Employer make for each of the following
Plan Years?








			
		1999	Option 1:		|_|		Nonelective Contribution.
			Option 2:		|_|		Basic Matching Contribution.
			Option 3:		|_|		Enhanced Matching Contribution
      (describe)___________.
			 	 	 	 	 
		2000	Option 1:		|_|		Nonelective Contribution.
			Option 2:		|_|		Basic Matching Contribution.
			Option 3:		|_|		Enhanced Matching Contribution
      (describe)___________.
			 	 	 	 	 
		2001	Option 1:		|_|		Nonelective Contribution.
			Option 2:		|_|		Basic Matching Contribution.
			Option 3		|_|		Enhanced Matching Contribution
      (describe)___________. 
			 	 	 	 	 
		2002	Option 1:		|_|		Nonelective Contribution.
			Option 2:		|_|		Basic Matching Contribution.
			Option 3:		|_|		Enhanced Matching Contribution
      (describe)___________. 
			 	 	 	 	 
		2003	Option 1:		|_|		Nonelective Contribution.
			Option 2:		|_|		Basic Matching Contribution.
			Option 3:		|_|		Enhanced Matching Contribution
      (describe)___________. 
			 	 	 	 	 
		2004	Option 1:		|_|		Nonelective Contribution.
			Option 2:		|_|		Basic Matching Contribution.
			Option 3:		|_|		Enhanced Matching Contribution
      (describe)___________. 





	  	NOTE: If no option is selected for
      a year. Option 2 shall be deemed to be selected for such year.





	Part D.  	 Required
Minimum Distribution





		1. 	Required
Beginning Date. Effective the first day of the ______ (enter year) Plan Year, the
definition of Required Beginning Date with respect to this Plan was amended to (select
one):






			Option 1:  	 |_| 	  the
April 1 of the calendar year following the calendar year in which a Participant attains
age 701/2. 






			Option 2:  	 |_| 	  the
April 1 of the calendar year following the calendar year in which a Participant attains
age 701/2, except that distributions to a Participant (other than a five-percent owner)
with respect to  benefits accrued after the later of the adoption or effective date of
this amendment to the Plan must commence  by the later of the April 1 of the calendar
year following the calendar year in which the Participant attains  age 701/2 or retires. 






			Option 3:  	 |X| 	  the
later of the April 1 of the calendar year following the calendar year in which the
Participant attains age 701/2 or retires except that distributions to a five-percent
owner must commence by  the April 1 of the calendar year following the calendar year in
which the Participant attains age 701/2. 





	  	NOTE:
If no Option is selected, Option 3 shall be deemed to be selected. if Option 3 is
selected, complete item 2 below, if either item I or item 2 above is selected, skip item
2 below and proceed to Part E below.





		2. 	Transition Rules. To facilitate the amendment
      to the definition of Required Beginning Date, one or more of the following
      options must be selected if Option 3, item 1, above was selected. Option
      3, below, must be selected to the extent that there would have been an elimination
      of a preretirement age 701/2
      distribution option for Employees older than those listed in item 1 above.






			Option 1:  	 |X| 	  Any
Participant who attained age 701/2 in years after 1995 was permitted to defer
distributions until the calendar year following the calendar year in which the
Participant retired. 






			Option 2:  	 |X| 	 Any
Participant attaining age 701/2 in years prior to 1997 was permitted to stop
distributions and recommence by the April 1 of the calendar year following the year in
which the Participant retires. With respect to such Participants, there is (select one): 






            					Suboption (a):  	 |_| 	  a
new annuity starting date upon recommencement, or







            					Suboption (b):  	 |X| 	  no
new annuity starting date upon recommencement.







			Option 3:  	 |X| 	  The preretirement age 701/2
      distribution option was only eliminated with respect to Employees who reached
      age 701/2 in or after
      a calendar year that begins after the later of December 31, 1998, or the
      adoption date of this amendment. 





	  	NOTE: If no option is selected, Options
      1, 2 and3 shall be deemed to be selected. If Option 2 is selected or deemed
      selected and neither Suboption (a) nor Suboption (b) is selected, Suboption
      (b) shall be deemed to be selected.





		3. 	 Calculations.
For purposes of determining a Participant’s required minimum distribution, in what
calendar year did the Employer adopt the 2001 proposed regulations under Section
401(a)(9) of the Code?





	  	|X|  2001     |_|  2002     |_|  Not Applicable





	  	NOTE:
If a box is not selected under item 3 above, 2001 shall be deemed to be selected.





	Part E.  	Annual
Additions Testing





	  	The
1.0 test described in Section 415(e) of the Code did not apply for Plan Years beginning
on or after January  1, 2000. In addition, the Plan did not apply the rule requiring
adjustment of the $30,000 annual additions  limit to one-fourth of the defined benefit
limit for Plan Years beginning on or after January 1, 1995.





	Part F.  	Family
Aggregation





	  	The
family aggregation rules with respect to coverage and nondiscrimination tests and
allocations of Employer  Contributions to the Plan did not apply for Plan Years beginning
on or after January 1, 1997.





	Part G.  	 Compensation





	  	The
definition of Compensation with respect to annual additions testing under Section 415 of
the Code was amended  to gross Compensation for Plan Years beginning on or after January
1, 1998.







	 	 	 



 













	MASTER DOCUMENT  

      Signed Original AA Rec. by Plans Document Unit ___

      Plan Specs. Entered/Revised in System ____





	Qualified Retirement Plan 
EGTRRA
Model Amendment Kit











	For use with Comprehensive and
Flexible 401(k) Plans




	INSTRUCTIONS




	•		Complete
and sign the Adoption Agreement Amendment and file with your other qualified plan
documents.




	•		Review
the Basic Plan Document Amendment and file with your other qualified plan documents.




	•		Provide
each participant a copy of the Summary of Material Modifications. Retain with your other
qualified  plan documents — and provide a copy to new employees as they become
eligible to participate in the plan, along  with a copy of the Summary Plan Description.




 
	 	
	 


 

 











	Adoption Agreement Amendment





	This amendment of the Plan (hereinafter referred
to as “the Amendment”) is comprised of this Adoption Agreement  Amendment and
the corresponding Basic Plan Document Amendment is adopted to reflect certain provisions
of the  Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).
The 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, the Amendment shall be effective as of the later of the first  day of
the first Plan Year beginning after December 31, 2001, or the Effective Date of the Plan.
The Amendment  shall supersede the provisions of the Plan to the extent those provisions
are inconsistent with the provisions  of the Amendment.





	NOTE: Section numbers used below correspond to
the Adoption Agreement sections to which the Amendment provisions relate.





	

	SECTION
THREE: CONTRIBUTIONS
	






	Part A. 	
Direct Rollovers





	  	The Plan will accept Direct Rollovers of Eligible
      Rollover Distributions from (Select any that apply but do not select
      both items 1 and item 2)







		1.  	 |_| 	  A qualified plan described in Section 401(a)
or 403(a) of the Code, excluding Nondeductible Employee
           Contributions. 









		2.  	 |X| 	  A
qualified plan described in 5ection 401(a) or 403(a) of the Code, including Nondeductible
Employee  Contributions. 




         

		3.  	 |X| 	  An annuity contract described in Section 403(b) of the Code, excluding Nondeductible Employee
           Contributions. 




                 

		4.  	 |X| 	  An eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision
           of a state, or any agency or instrumentality of a state or political subdivision of a state. 





	Part B.  	 Indirect
Rollovers





	  	The
Plan will accept indirect rollovers of Eligible Rollover Distributions from (select any
that apply)




                 

		1.  	 |X| 	  A
qualified plan described in Section 401(a) or 403(a) of the Code. 




                 

		2.  	 |X| 	  An
annuity contract described in Section 403(b) of the Code. 




                 

		3.  	 |X| 	  An
eligible plan under Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state. 





	Part C.  	 Rollover
Contributions from IRAs





	  	Will the Plan accept rollover contributions of
      the portion of a distribution from an individual retirement account or annuity
      described in Section 408(a) or 408(b) of the Code that is eligible to be
      rolled over and would otherwise be includible in gross income (select
      one)?








                 

		Option 1:  	 |X| 	  Yes. 




                 

		Option 2:  	 |_| 	  No. 





	  	NOTE: If no option is selected, Option 1 shall be deemed to be selected.





	Part D.  	 Effective Date of Direct Rollover, Indirect
      Rollover and Rollover Contributions From IRAs (complete if one or
      more boxes are selected in either Parts A or B above or if Option 1is selected
      in Part C above)





	  	Section
3, Part B of the Basic Plan Document Amendment, Rollovers From Other Plans shall be
effective the later of January 1,2002, or the Effective Date of the Plan (enter a date
no earlier than January 1, 2002)





	Part E.  	 Modification
of Top-Heavy Rules





	  	The
Minimum Benefits for Employees Also Covered Under Another Plan






	  	The Employer should describe below the extent,
      if any, to which the top-heavy minimum benefit requirement of Section 416(c)
      of the Code and Section 3.01(E) of the Plan shall be met in another plan.
      This 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.
	 	 
	 	
      

      

      

    




	Part F.  	 Catch-Up
Contributions





	  	Will
Employees be permitted to make catch-up contributions pursuant to Section 3, Part F of
the Basic Plan Document Amendment (select one)?




                 

		Option 1.  	 |X| 	 Yes,
after the later of December 31, 2001, or the Effective Date of the Plan (enter December
31, 2001 or a later date) 




                 

		Option 2.  	 |_| 	  No. 





	  	NOTE: If no option is selected, Option 1 shall be deemed to be selected.





	Part G.  	 Matching
Contributions and Catch-up Contributions





	  	Will Matching Contributions be made, in accordance
      with the Matching Contribution formula specified in the Adoption Agreement,
      with regard to Catch-up Contributions (select one)?




                 

		Option 1:  	 |X| 	  Yes. 



                 

		Option 2:  	 |_| 	  No. 





	  	NOTE: If no option is selected, Option 1 shall be deemed to be selected.





	Part H.  	Suspension
of Elective Deferrals Following Hardship Distribution





	  	The following transition rule shall apply to
      Participants who received distributions of Elective Deferrals during the
      2001 calendar year (select one).




                 

		Option 1:  	 |X| 	  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 Nondeductible
Employee Contributions under  this and all other plans of the Employer for six months
after receipt of the distribution or until January 1,  2002, if later. 






 
	 	
	 


 

 










                 

		Option 2  	 |_| 	  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 Nondeductible
Employee Contributions under this and all  other plans of the Employer for the period
specified in the provisions of the Plan relating to suspension of Elective  Deferrals
that were in effect prior to this Amendment. 





	  	NOTE: If no option is selected, Option 1 shall be deemed to be selected.





	

	SECTION
FOUR: VESTING AND FORFEITURES
	






	Part A.  	Participants
Subject to EGTRRA Vesting Schedules





	  	The provisions of Section Four of the Basic Plan
      Document Amendment shall apply to




                 

		Option 1:  	 |X| 	  all
Participants with Individual Accounts derived from Matching Contributions. 




                 

		Option 2:  	 |_| 	  those
Participants with Individual Accounts derived from Matching Contributions who complete an
Hour of  Service under the Plan in a Plan Year beginning after December 31, 2001. 





	  	NOTE: If no option is selected, Option 1 shall be deemed to be selected.





	Part B.  	 Vesting
Schedule for Matching Contributions





	  	A
Participant shall become Vested in his or her Individual Account derived from
Contributions, if applicable, in  accordance with the vesting schedule set forth in
Section Four of the Adoption Agreement, except as set forth herein.  Notwithstanding the
option selected in Section Four of the Adoption Agreement, if the Employer selected a
seven-year  vesting schedule for Matching Contributions, Participants shall become fully
Vested in such contributions after six  years, rather than seven years. If the Employer
selected a schedule which provided no vesting until five Years of Vesting  Service had
been completed, Participants shall become fully Vested after three Years of Vesting
Service.





	

	SECTION
FIVE: DISTRIBUTIONS AND LOANS
	






	Part A.  	Rollovers
Disregarded in Involuntary Cash-Outs.





	  	Will
rollover contributions be excluded in determining the value of a Participant’s Vested
Individual Account for purposes of the Plan’s involuntary cash-out rules (select one)?




                 

		Option 1:  	 |X| 	  Yes 




                 

		Option 2:  	 |_| 	 
No 





	  	If the Employer selected Option 1, the election
      shall apply with respect to distributions made after the later of December
      31, 2001 or the Effective Date of the Plan (enter a date no earlier
      than December 31, 2001) with respect to Participants who separated
      from service after December 31, 2001 (enter a date (may be earlier
      than December 31, 2001.))





	  	NOTE: If no option is selected.
      Option 1 shall be deemed to be selected.





	Part B.  	Distribution
Upon  Severance From Employment.





	  	Will
Section 5, Part B of the Basic Plan Document Amendment apply?




                 

		Option 1:  	 |X| 	  Yes,
regardless of when the severance from employment occurred 




                 

		Option 2:  	 |_| 	 Yes, for severances from employment occurring
      after the later of December 31, 2001, or the Effective Date of the Plan
      (enter date.)




                 

		Option 3:  	 |_| 	 
No 





	  	If either Option 1 or Option 2 is selected, such
      provisions shall apply to distributions occurring after the later of December
      31 2001 or the Effective Date of the Plan (enter a date no earlier
      than December 31, 2001.)





	  	NOTE: If no option is selected, Option 1 shall be deemed to apply.





	  	Signature
of Trustee(s) (self-trusteed plans only)





	  	Name of Trustee _____________________________________________________________




	  	Address ___________________________________________________________________




	  	Telephone _________________________________________________________________




	  	Signature ________________________________ Title
      ______________________________ 






	  	Name of Trustee _____________________________________________________________




	  	Address ___________________________________________________________________




	  	Telephone _________________________________________________________________




	  	Signature ________________________________ Title
      ______________________________ 



	  	Signature
of Employer





		1.  	 I
acknowledge that I have relied upon my own tax or legal advisors regarding the completion
of this Amendment and the  legal and tax implications of amending this Plan;





		2.  	 I
understand that my failure to properly complete this Amendment may result in
disqualification of the Plan; and





		3.  	 1
have received a copy of this Amendment.






		Name of Adopting Employer   
      [Illegible] 

      	Plan Name     BRADLEY
      PHARMACEUTICALS, INC. 401(k) SAVINGS PLAN






		Signature of Adopting Employer   
      [Illegible] 

      	Date Signed    9/29/03




		Type Name    [Illegible]
      

      	Title    CFO





	  	NOTE: In order to obtain reliance with respect to plan qualification, the Employer may be
required to apply to the Employee Plans Determinations of the Internal Revenue Service
for a determination letter.




 
	 	
	 


 

 











	Basic Plan Document  
Amendment





	This amendment of the Plan (hereinafter referred
to as “the Amendment”) is comprised of this Basic Plan Document  Amendment and
the corresponding Adoption Agreement Amendment and is adopted to reflect certain
provisions of the Economic  Growth and Tax Relief Reconciliation Act of 2001
(“EGTRRA”). The 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, the Amendment shall be effective as of
the later of the first day of the first Plan Year beginning  after December 31, 2001, or
the Effective Date of the Plan. The Amendment shall supersede the provisions of the Plan
to  the extent those provisions are inconsistent with the provisions of the Amendment.





	Note:  Section numbers used below correspond to
the Basic Plan Document Sections to which the Amendment provisions relate.





	DEFINITIONS





	Catch-up Contributions: Catch-up Contributions
means Elective Deferrals made to the Plan pursuant to Section 3 of the Amendment,
Section 414(v) of the Code and the applicable regulations and other guidance of general
applicability issued thereunder. Unless otherwise indicated in the Adoption Agreement
Amendment, Catch-up Contributions shall be subject to the Matching Contribution formula
specified in the Adoption Agreement.





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





	Effective Date: This section shall be effective
for any Plan Year beginning after December 31, 2001.





	Key Employee: Key Employee means any Employee or
      former Employee (including any deceased Employee) who at any time during
      the Plan Year that includes the Determination Date was an officer of the
      Employer having annual Compensation greater than $130,000 (as adjusted under
      Section 416(i)(1) of the Code for Plan Years beginning after December 31,
      2002), a five-percent owner of the Employer, or a one-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 415(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.





	Effective Date: This section 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 benefit  requirements of Section 416(c) of the Code for such years. This section
amends Section 7.19 of the Plan.





	Eligible Retirement Plan: For purposes of the
Direct Rollover provisions of the Plan, the definition of 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 instrumentality of a state or political
subdivision of a state and which agrees to separately account for amounts transferred
into such plan from this Plan. The definition of Eligible Retirement Plan shall also
apply in the case of a distribution to a Surviving Spouse, or to a Spouse or former
Spouse who is the Alternate Payee under a Qualified Domestic Relations Order, as defined
in Section 414(p) of the Code.





	Effective Date: This section shall apply to
distributions made after the later of December 31, 2001, or the Effective  Date of the
Plan.





	Eligible Rollover Distributions: For purposes of
the Direct Rollover provisions of the Plan, any amount that is distributed on account of
hardship shall not be included in the definition of an Eligible Rollover Distribution and
the Recipient may not elect to have any portion of such a distribution paid directly to
an Eligible Retirement Plan.





	For purposes of the Direct Rollover provisions
of the Plan, a portion of a distribution shall not fail to be an Eligible  Rollover
Distribution merely because the portion consists of Nondeductible 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.





	Effective Date: This section shall apply to
distributions made after the later of December 31, 2001, or the Effective  Date of the
Plan.





	SECTION 3:  	CONTRIBUTIONS




		Part A.  	Limitations
on Contributions:





	  	Except
to the extent permitted under Section 3 of the Amendment and Section 414(v) of the Code,
if applicable, the Annual  Addition that may be contributed or allocated to a
Participant’s Individual 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.





	  	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(f)(2) of the
      Code) which is otherwise treated as an Annual Addition.





	  	Effective
Date: This section shall be effective for Limitation Years beginning after December 31,
2001.




 
	 	
	 


 

 











		Part B.  	Rollovers
From Other Plans:





	  	If
rollover contributions are otherwise permitted under the Plan, the Plan will accept
Participant rollover contributions  and/or Direct Rollovers of distributions made after
December 31, 2001, from the types of plans specified in the Adoption  Agreement Amendment.





	  	Applicability
and Effective Date: This section shall apply if elected by the Employer in the Adoption
Agreement Amendment  and shall be effective as specified in the Adoption Agreement
Amendment.





		Part C.  	Repeal
of Multiple Use Test:





	  	The multiple use test described in Treasury Regulation
      Section 1.401(m)-2 and Section 3.14(B)(2) of the Plan shall not apply.





	  	Effective Date: This section shall apply for
      Plan Years beginning after December 31, 2001.





		Part D.  	Elective
Deferrals: General 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 Section 3 of the Amendment and Section 414(v)
of the  Code, if applicable.





		Part E.  	SIMPLE
401(k) Elective Deferrals: Contribution Limitation:





	  	Except
to the extent permitted under Section 3, Part F of the Adoption Agreement Amendment and
Section 414(v) of the  Code, if applicable, the maximum Elective Deferral contribution
that can be made to this Plan is the amount determined  under Section 408(p)(2)(A)(ii) of
the Code for the Year.





		Part F.  	Catch-up
Contributions:





	  	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)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable,
      by reason of the making of such Catch-up Contributions.





	  	Applicability
and Effective Date: This section shall apply if elected by the Employer in the Adoption
Agreement Amendment  and shall be effective as specified in the Adoption Agreement
Amendment.





		Part G.  	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 Nondeductible
Employee Contributions under this and all other plans of the  Employer for six months
after receipt of the distribution. 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  Nondeductible Employee Contributions under this and all other
plans of the Employer for the period specified by the  Employer in the Adoption Agreement
Amendment.





	SECTION 4:  	VESTING AND FORFEITURES





		Part A.  	Vesting
of Matching Contributions:





	  	A
Participant’s Individual Account derived from Matching Contributions shall vest as
provided by the Employer in the  Adoption Agreement Amendment. If the vesting schedule
for Matching Contributions in either Option two or Option four of  the Adoption Agreement
Amendment is elected, the election in Section 7.06(C) of the Plan shall apply.





	  	Effective
Date: This section shall apply to Participants with accrued benefits derived from
Matching Contributions who  complete an Hour of Service under the Plan in a Plan Year
beginning after December 31, 2001. If elected by the Employer  in the Adoption Agreement
Amendment, this section shall also apply to all other Participants with accrued benefits
derived from Employer Matching Contributions.





		Part B.  	Rollovers
Disregarded in Involuntary Cash-Outs:





	  	For
purposes of Section 4.01(C) of the Plan, the value of a Participant’s Vested Individual
Account shall be determined  without regard to that portion of the Individual Account
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 Vested Individual Account as so determined
is $5,000 or less, the Plan shall  immediately distribute the Participant’s entire Vested
Individual Account.





	  	Applicability
and Effective Date: This section shall apply if elected by the Employer in the Adoption
Agreement Amendment  and shall be effective as specified in the Adoption Agreement
Amendment.





	SECTION 5:  	DISTRIBUTIONS AND LOANS TO PARTICIPANTS





		Part A.  	Plan
Loans for Owner-Employees and Shareholder-Employees:





	  	Plan
provisions prohibiting loans to any Owner-Employee or shareholder-employee shall cease to
apply.





	  	Effective
Date: This section shall be effective for Plan loans made after the later of December 31,
2001, or the  Effective Date of the Plan.




 
	 	
	 


 

 











		Part B.  	Distribution
Upon Severance From Employment:





	  	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.





	  	Applicability
and Effective Date: This section shall apply if elected by the Employer in the Adoption
Agreement Amendment  and shall apply for distributions and severances from employment
occurring after the dates specified in the Adoption  Agreement Amendment.





	SECTION 7:  	MISCELLANEOUS





		Part A.  	Top-Heavy
Rules: Present Value





	  	This paragraph 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. 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 one-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 41 6(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 “five-year period”
      for “one-year period.” The accrued benefits and accounts of any
      individual who has not performed services for the Employer during the one-year
      period ending on the Determination Date shall not be taken into account.





	  	Matching
Contributions shall be taken into account for purposes of satisfying the minimum
contribution requirements of  Section 416(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. Matching Contributions that are used to satisfy the minimum
contribution requirements shall be treated as  Matching Contributions for purposes of the
Average Contribution Percentage test and other requirements of Section 401(m)  of the
Code.





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





	  	Effective
Date: This section 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 benefit  requirements of Section
416(c) of the Code for such years. This section amends Section 7.19 of the Plan.





		Part B.  	Top-Heavy
Rules: Safe Harbor CODA





	  	The top-heavy requirements of Section 416 of
      the Code and Section 7.19 of the Plan shall not apply in any year in which
      the Plan consists solely of a cash or deferred arrangement which meets the
      requirements of Section 401(k)(12) of the Code and Matching Contributions
      with respect to which the requirements of Section 401(m)(11) of the Code
      are met.





	  	Effective
Date: This section shall apply for years beginning after December 31, 2001.




 
	 	
	 


 

 











	Page 7 





	ECONOMIC GROWTH AND TAX RELIEF
RECONCILIATION ACT OF 2001 (EGTRRA) 
 SUMMARY OF MATERIAL MODIFICATIONS





	The purpose of this Summary of Material
Modifications (SMM) is to update your Summary Plan Description (SPD) regarding several
provisions. This document is very important and should be maintained with your SPD.
Unless otherwise noted, the effective date  of the amendment is the later of the first
day of the first Plan Year beginning after December 31, 2001, or the effective date  of
the Plan. The following sections of your SPD are amended to read as follows:





	

	REQUIRED
PROVISIONS
	






	DEFINITIONS




	Catch-up Contributions




	Additional Elective Deferrals, not to exceed the
applicable dollar amount for a given year, made under this Plan by Participants  who
attain age 50 before the close of the Plan Year.





	Direct Rollover




	A way of rolling over an Eligible Rollover
Distribution from a qualified plan directly to an Eligible Retirement Plan thereby
avoiding federal income tax withholding.





	Eligible Retirement Plan




	An eligible 457(b) plan maintained by a state
governmental entity, a Traditional IRA, a qualified retirement plan, a qualified  annuity
plan and a 403(b) plan.





	Eligible Rollover Distribution




	Any distribution to your credit that does not
include the following: any distribution that is one of a series of substantially  equal
periodic payments; required minimum distributions; and hardship distributions. In
addition, an Eligible Rollover  Distribution includes a Direct Rollover of Nondeductible
Employee Contributions made to a Traditional IRA or qualified  retirement plan, if those
amounts are separately accounted for in the receiving plan.





	Key Employee




	An Employee who at any time during the Plan Year
is an officer of the employer having annual compensation greater than $130,000
(indexed); a five-percent owner of the company; or a one-percent owner of the company
with annual compensation exceeding  $150,000.





	Nondeductible Employee Contributions




	Any contribution that you make to a plan on an
after-tax basis. These contributions may only be made to 401(k) plans and certain  403(b)
plans.





	PLAN FUNDING AND ADMINISTRATION




	How will the amount of the Employer
Contributions be determined?




	Your Employer will decide each Plan Year whether
or not to make a contribution based on your Compensation to the Plan unless a  more
detailed method of determining the amount of an Employer Contribution is specified in the
SPD. Contributions to a 401(k)  plan can range from 0% to 25% of Participants’
Compensation each year.





	What is meant by my Compensations?




	The definition of Compensation for Plan purposes
can vary for many reasons. For example, federal law may require use of one  definition of
Compensation for nondiscrimination testing and another for contribution allocation
purposes.





	In general, the amount of your earnings from
your Employer taken into account under the Plan is all earnings reported to you on  Form
W-2. In the event your Compensation exceeds $200,000 (indexed) per year, only the first
$200,000 will be counted as  Compensation under the Plan. This $200,000 cap will be
adjusted periodically by the IRS for increases in cost-of-living. See  your Plan
Administrator for the current year’s limit on Compensation. Refer to the SPD to determine
whether a more specific  definition of Compensation is provided under the Plan.





	Rollover/Transfer Contribution




	Your Plan allows you to make rollover and/or
transfer contributions unless your SPD reflects otherwise. If rollover  contributions are
permitted under the Plan, the Plan may accept rollover contributions and/or Direct
Rollovers of distributions  made after the later of December 31, 2001, or the effective
date of your Plan, from an Eligible Retirement Plan. Refer to the  Elective Provisions
section of this SMM to determine what provisions apply.





	Limitations on Contributions and Allocations




	Do any limits apply to the amount that may be
allocated to my Individual Account for any Plan Year?




	Yes. The amount which may be allocated to your
Individual Account for any year is subject to Internal Revenue Code provisions  limiting
your allocation amount to the lesser of $40,000 (indexed) or 100% of your Compensation
paid to you by your Employer for  a given year. The $40,000 limit will be adjusted
periodically by the Internal Revenue Service (IRS) for increases in the  cost-of-living.
See your Plan Administrator for the current year’s limit.





	Contributions to 401(k) Plans




	You are generally allowed to make before-tax contributions
      called Elective Deferrals to the Plan through payroll deduction. In addition,
      you may be permitted to make a one-time, irrevocable election to make before-tax
      contributions which are not considered Elective Deferrals. Finally, your
      Employer may also make various contributions to the Plan on your behalf.
      These may include the following.




	•		Matching
Contributions These contributions match a percentage of your Elective Deferrals and
Catch-up Contributions (and/or Nondeductible Employee Contributions) made to the Plan.





 
	 	
	 


 

 











	Page 8 






	•		Employer Profit Sharing Contributions
       These contributions are discretionary. Your entitlement to an Employer
      Profit Sharing Contribution is not dependent upon making Elective Deferrals.




	•		Nonelective Contributions  These
      contributions may be made by your Employer in lieu of Matching Contributions.
      Nonelective Contributions may only be made as Safe Harbor CODA Contributions
      or to SIMPLE 401(k) Plans.




	•		Qualified Nonelective Contributions and Qualified
      Matching Contributions  These contributions may be made by your
      Employer to satisfy special nondiscrimination rules which apply to the Plan.
      These contributions are fully vested when made and are subject to the same
      restrictions on withdrawals applicable to Elective Deferrals. These types
      of contributions are available under a 401(k) Plan, at the Employer’s
      discretion.




	•		Nondeductible Employee Contributions  Some
      401(k) plans allow Participants to make after-tax contributions to the Plan
      which accrue earnings on a tax-deferred basis. These contributions are called
      Nondeductible Employee Contributions.





	Refer to the SPD to determine the kinds of
contributions available under your Plan.





	Elective Deferrals




	How much may I defer into the 401(k) plan?




	If you have met the eligibility requirements for
making Elective Deferrals, your deferral contributions to this and any other  qualified
plans maintained by the Employer, may not exceed the following amount for each year:





	  	$11,000
for 2002
  $12,000 for 2003
  $13,000 for 2004
  $14,000 for 2005
  $15,000 for 2006 and
thereafter





	These amounts are indexed for cost-of-living adjustments
      and may be adjusted in increments of $500 beginning after 2006.





	Are Catch-up Contributions available under your
Plan?




	Unless otherwise indicated in the Elective Provisions section
      of this SMM, all Employees who are eligible to make Elective Deferrals under
      your Plan and who have attained age 50 before the close of the Plan Year
      are eligible to make Catch-up Contributions, not to exceed the applicable
      dollar amount for the year. In addition, certain limits, as required by
      law, must be met prior to being eligible to make a Catch-up Contribution.
      See your Plan Administrator for additional information.





	Matching Contributions




	Your Plan may provide for Matching
Contributions. If so, the SPD and the Elective Provisions section of this SMM provides
specific information about Matching Contributions unique to your Plan.





	What must I do to share in an Employer Matching
Contribution?




	You may receive Matching Contributions if you
put Elective Deferrals, Catch-up Contributions, and/or Nondeductible Employee
Contributions into the Plan.





	To share in the Matching Contribution, you must
be a Participant in the Plan. Some plans require that you work a minimum number  of hours
to share in the Matching Contribution. Refer to the SPD to determine if an hourly
requirement applies to your Plan.





	A nonstandardized plan may require you to be
working for the Employer on the last day of the Plan Year to share in the Matching
Contribution. Refer to the SPD to determine if this requirement applies to your Plan.





	Plans may waive hourly and/or last day
requirements under certain circumstances such as death, disability, etc. Refer to the SPD
to determine if and when such requirements are waived.





	The amount of your Matching Contribution will be
based upon the formula described in the SPD.





	EXAMPLE: Your annual Compensation is $15,000.
You agree to make an Elective Deferral of 10% of your Compensation. Under the terms of
the Plan, assume your Employer has selected a Matching Contribution formula that will
match your Elective Deferrals on the basis of 50 cents for each dollar you contribute.
Your Elective Deferral will be $1,500 for the Plan Year and the Matching Contribution
will be $750.





	Are highly compensated Participants eligible to
receive Matching Contributions?




	Yes. However, additional limitations may exist
on the Matching Contribution amounts. The Internal Revenue Code and tax rules  define
highly compensated employee for these purposes. If these limits apply to you, your Plan
Administrator will provide  additional information about them. The additional limitations
described above do not apply to SIMPLE 401(k) plans.





	DISTRIBUTION OF BENEFITS AND VESTING




	Which vesting schedule will be used to determine
my vested benefit?




	You will become vested according to the vesting
schedule(s) disclosed in your SPD and this SMM.





	If the SPD previously provided to you by your
Employer specified a seven-year vesting schedule for Matching Contributions, you  will
become fully vested in such contributions after six years, rather than seven. If the SPD
previously provided to you by your  Employer specified no vesting until five years of
service had been completed, you will become fully vested after three years of  service.




 
	 	
	 


 

 











	Page 9 





	Vesting Schedule for Top-Heavy Plans




	A top-heavy plan is one in which more than 60%
of the value of the Plan assets is credited to the accounts of certain officers,
shareholders and highly paid Participants. These individuals are called Key Employees.





	The top-heavy vesting schedule will not apply if
the vesting schedule selected by your Employer provides for faster vesting. For  example,
if the Employer has selected the 100% vesting schedule (under which all Participants are
100% vested at all times) and  the Plan becomes top heavy, that vesting schedule selected
by your Employer will remain in effect because it provides for more  rapid vesting.





	Refer to the SPD to determine the top-heavy
vesting schedule.





	NOTE: The top-heavy requirements do not apply to
SIMPLE 401(k) plans and Safe Harbor CODA plans.





	When may I withdraw money from the Plan?




	Certain events must occur before you may
withdraw money from the Plan. Benefits may be withdrawn if any of the following occur:





	Termination of employment after attaining Normal
Retirement Age




	Normal Retirement Age under the Plan is
specified in the SPD.





	Termination of employment after satisfying any
Early Retirement Age Requirement




	The Early Retirement Age conditions, if any, are
specified in the SPD.





	Terminating the Plan by your Employer





	If your Plan is a 401(k) plan, there are
several other circumstances under which you may withdraw Elective Deferrals




	Your Plan may also allow you to take Elective Deferrals
      out of the Plan upon attainment of age 591/2
      or if you have a severe financial hardship. Generally, the only financial
      needs that are considered to meet the financial hardship requirements are
      deductible medical expenses for you or your immediate family, purchase of
      your principal residence, payment of tuition and related educational fees
      for the next 12 months of post-secondary education for you or your immediate
      family, or to prevent eviction from your home or foreclosure upon your principal
      residence. Check with your Plan Administrator to determine if any other
      financial needs meet the financial hardship requirements under your Plan.
      A hardship distribution can not exceed the amount of your immediate and
      heavy financial need. You must have obtained all distributions and all nontaxable
      loans from all Plans maintained by your Employer prior to qualifying for
      a hardship distribution. Your Elective Deferrals (and Nondeductible Employee
      Contributions, if applicable) will be suspended for 6 months after receipt
      of a hardship distribution. If you receive a hardship distribution of Elective
      Deferrals in calendar year 2001, you are prohibited from making Elective
      Deferrals (and Nondeductible Employee Contributions, if applicable) for
      6 months after receipt of the hardship distribution or until January 1,
      2002, if later, unless otherwise indicated in the Elective Provisions section
      of this SMM. Hardship distributions are subjected to a 10% penalty tax if
      received before you reach age 591/2.
      Refer to your SPD to determine if you may take distributions of Elective
      Deferrals in any of the preceding circumstances.





	NOTE: Nonelective and basic or enhanced matching
contributions under the Safe Harbor CODA Contribution provisions are subject to the same
distribution restrictions as Elective Deferrals except the Safe Harbor CODA Contributions
specified here may not be distributed under the hardship distribution provisions.





	How will my benefits be paid to me?




	Payments from the Plan that are Eligible
Rollover Distributions may be taken in two ways. You may have all or any portion of  your
Eligible Rollover Distribution either (1) paid in a Direct Rollover to an Eligible
Retirement Plan or (2) paid to you. If  you choose to have your Plan benefits paid to
you, you will receive only 80% of the payment, because the Plan Administrator is
required to withhold 20% of the payment and send it to the IRS as income tax withholding
to be credited against your taxes.





	Provided along with this SMM is an updated
Qualified Retirement Plan Distribution Notice. This notice contains information about
your options at the time of distribution. This information will, among other things,
further define what an Eligible Rollover  Distribution is. The updated Qualified
Retirement Plan Distribution Notice is effective for distributions made after the later
of December 31, 2001, or the effective date of the Plan.





	If your vested Individual Account (i.e., the
amount of money in the Plan you are entitled to) is no more than $5,000, your  benefits
will be paid either directly to you or as a Direct Rollover to a Traditional IRA, in a
single payment. When determining  the vested value of your Individual Account, rollover
contributions may be disregarded for this purpose effective the later of  January 1,
2002, or the effective date of the Plan.





	Once I become eligible to receive benefits, when
will they be distributed to me?




	If you terminate employment and the value of
your Individual Account (disregarding rollover contributions, unless otherwise  noted in
the Elective Provisions section of this SMM), is no more than $5,000, the Plan
Administrator will direct that your  benefits be paid as soon as administratively
practicable after you become eligible to receive them.





	If the value of your Individual Account is more
than $5,000, your benefits will not be paid until you submit a request to the  Plan
Administrator for payment. The Plan Administrator will provide you with the proper
request forms. Once you have returned  the completed request to the Plan Administrator,
payment will be made as soon as administratively practicable after the Plan
Administrator received your request.




 
	 	
	 


 

 











	Page 10 





	

	ELECTIVE
PROVISIONS
	






	PLAN FUNDING AND ADMINISTRATION




	Other Contributions




	You can complete a Direct Rollover of Eligible
Rollover Distributions from the following type(s) of plans:




	|_|  	 A
qualified retirement plan, not including Nondeductible Employee Contributions.




	|X|  	 A
qualified retirement plan, including Nondeductible Employee Contributions.




	|X|  	 A
403(b) plan, not including Nondeductible Employee Contributions.




	|X|  	 An
eligible 457(b) plan maintained by a state governmental entity.





	You can complete an indirect rollover of
Eligible Rollover Distributions from the following type(s) of plans:




	|X|  	 A
qualified retirement plan.




	|X|  	 A
403(b) plan.




	|X|  	 An
eligible 457(b) plan maintained by a state governmental entity.





	You can make a rollover contribution of pre-tax
amounts from a Traditional IRA.




	|X|  	 Yes




	|_|  	 No





	The above transactions shall be available the later of
      January 1, 2002, or the effective date of your Plan.





	Catch-up Contributions




	Will you be permitted (if eligible) to make
Catch-up Contributions?




	|X|  	 Yes, after the later of December 312001sr
      the effective date of your Plan.




	|_|  	 No





	Matching Contributions and Catch-up Contributions




	Will Matching Contributions be made with regard
to Catch-up Contributions?




	|X|  	 Yes




	|_|  	 No





	If “yes” is selected, the Matching
Contribution formula identified in your SPD will be followed.





	DISTRIBUTION OF BENEFITS AND VESTING




	Suspension of Elective Deferrals Following
Hardship Distribution





	If you receive a hardship distribution of Elective Deferrals
      during the 2001 calendar year, 



	|X|  	 You
are prohibited from making Elective Deferrals (and Nondeductible Employee Contributions,
if applicable) under your  Plan for 6 months after you receive the distribution or until
January 1, 2002, if later.




	|_|  	 You
are prohibited from making Elective Deferrals (and Nondeductible Employee Contributions,
if applicable) under your  Plan for 12 months after you receive the distribution.





	Rollovers Disregarded in Involuntary Cash-Outs




	Will rollover contributions be included when
determining whether the value of your Individual Account is less than $5,000?




	|_|  	 Yes




	|X|  	 No





	If “no” is selected, see your Plan
Administrator if special effective dates pertain.





 
	 	
	 


 

 











	Page 11 





	The following updated Qualified Retirement Plan
Distribution Notice is provided within this Summary of Material Modifications  for
purposes of satisfying certain electronic delivery options available to Plan
Administrators. You may refer to this  Distribution Notice prior to future receipt of a
distribution from the Plan.





	Qualified Retirement Plan


	DISTRIBUTION NOTICE




	Important Information About Your Qualified
Retirement Plan Distribution








	INTRODUCTION 
 	 As
a participant in your employer’s qualified retirement plan, you have accumulated a vested
account balance. You may receive  your vested account balance only if you incur a
triggering event. You may incur a triggering event if: 



							•		you
quit working for your employer,



							•		you
attain the normal retirement age indicated in the plan,



							•		you
become disabled,



							•		your
employer terminates the plan,



							•		your
plan permits in-service distributions, or




							•		you  incur a hardship (only applicable to certain plans).





	  	However,
you must refer to your Summary Plan Description to identify the specific triggering
events which apply under your plan.





	  	NOTE: 
Generally, payments from your employer’s qualified retirement plan must be delayed for a
minimum of 30 days after you receive this notice, to allow you time to consider your
distribution options. Although you are entitled to consider your distribution options
for a period of 30 days, you may waive this 30 day notice requirement. If you are subject
to the Retirement Equity Act (REA) notice requirements and you waive the 30 day notice
requirement, your employer must wait seven days from the date you received this notice
before commencing distributions.





	  	The
law dictates the optional forms that your payments may take. The law also specifies how
the different types of payments will  be taxed. This notice summarizes your distribution
options and illustrates the financial effect and the tax consequences of each
distribution option.





	  	PART
ONE of this notice describes the plan payment options available to you. PART TWO
describes your beneficiary(ies) payment  options. PART THREE contains a special tax
notice, required by the IRS, that explains the tax treatment of your plan payment and
describes the direct rollover option for eligible rollover distributions.





	  	NOTE: 
The payment amounts indicated in this notice are only examples. The calculations for the
Qualified Joint and Survivor Annuity are based on standard mortality tables using a five
percent interest rate and a payment age of 65. Actual payment amounts will vary
depending upon the entity from which you purchase your annuity. You may obtain financial
projections based upon your account balance by submitting a request, in writing, to the
plan administrator (usually the employer).





	

	PART
ONE — PAYMENT OPTIONS FOR PLAN PARTICIPANTS
	







	IMPORTANT NOTICE TO PARTICIPANT
       	 Read the following message before reviewing
      your options. 

      Of the four options listed below, some may not be available to you. If
      the plan administrator has placed a checkmark in the box immediately above
      “Waiver Election” on the distribution form, the plan is known
      as a “REA safe harbor” plan, and no existing plan assets are subject
      to the REA annuity requirements. In that case, Option I listed below is
      not available to you, and Option II may be available to you only under limited
      circumstances.







	 DISTRIBUTION OPTIONS 
    	 If your vested account balance is $5,000 or
      less at the time of distribution, the plan administrator is required to
      pay your distribution to you in a single cash payment. If the amount exceeds
      $1,000 and is an eligible rollover distribution and you do not instruct
      the plan administrator otherwise, your vested account balance may be directly
      rolled into a Traditional IRA. You may subsequently transfer the distribution
      to another Traditional IRA. If your vested account balance exceeds $5,000,
      you must consent to the form of payment. 






				I. 	 QUALIFIED
JOINT AND SURVIVOR ANNUITY




	 				The
law requires that your vested account balance be paid to you in the form of a Qualified
Joint and Survivor Annuity if  you are married, or a Single Life Annuity if you are not
married. If you wish to receive your vested account balance using a  different
distribution option (described below), you must waive the Qualified Joint and Survivor
Annuity (the Single Life  Annuity if you are not married) and your spouse must consent to
the annuity waiver.





	 				Unless
properly waived, you will receive your vested account balance in the form of a Qualified
Joint and Survivor Annuity  (the Single Life Annuity if you are not married).





			A.  	 Qualified
Joint and Survivor Annuity Defined




	  	If
you are married, a Qualified Joint and Survivor Annuity is a series of periodic payments
to you during your lifetime  and to your spouse upon your death. The periodic payment
amount your spouse receives will be a set percentage of the  periodic payment amount you
received during your lifetime. To determine the percentage your spouse would receive
(i.e.,  survivor annuity), contact the plan administrator.





	  	If
you are not married, a Qualified Joint and Survivor Annuity is a series of annuity
payments over your life.






 
	 	
	 


 

 











	Page 12 





			B.  	 Waiving
the Qualified Joint and Survivor Annuity




	  	If
you wish to receive your vested account balance using one of the other options listed in
Section II through IV of  this form, you (and, if you are married, your spouse) must
waive the Qualified Joint and Survivor Annuity. You can waive  the Qualified Joint and
Survivor Annuity by completing a distribution form. You can obtain this form from your
plan  administrator. After waiving the Qualified Joint and Survivor Annuity by signing
the distribution form, you may receive  your vested account balance using one of the
other distribution methods explained below.





			C.  	 Financial
Effect of a Qualified Joint and Survivor Annuity




	  	As
stated above, a Qualified Joint and Survivor Annuity will provide periodic payments to
you during your lifetime and,  if you are married, to your spouse after your death. Your
spouse will generally receive smaller periodic payments than  you received while you were
alive. For example, assume a participant retires with a $10,000 vested account balance. A
Qualified Joint and Survivor Annuity would provide him or her with the following payments.






	      	  Lifetime Monthly
      

      Particiant Benefit 
      

    	  % of Survivor
      Annuity* 
      

    	  Monthly 

      Survivor Benefit 
      

    	     
	 	  $63.40	  100	%	  $63.40	 
	 	  $66.30	  75	%	  $49.72	 
	 	  $67.30	  66.67	%	  $44.86	 
	 	  $69.40	  50	%	  $34.70	 










	  	* These estimates are derived from standard mortality
      tables using a participant with a 65 year old spouse beneficiary beginning
      payments at age 65. To determine the survivor annuity percentage, contact
      the plan administrator.





		II.  	 ANNUITY
CONTRACT




	  	If
the plan is a REA safe harbor plan, or the Qualified Joint and Survivor Annuity is
properly waived, you may purchase an  annuity contract with your vested account balance.
This distribution option allows you to choose the type of annuity  contract you wish to
purchase. However, if the plan is a REA safe harbor plan, you cannot elect payments in
the form of a  life annuity.





			A.  	  Annuity
Contract Defined




	  	You
may use your vested account balance to purchase a term certain annuity, a single life
annuity (not available  for REA safe harbor plans) or any other form of annuity. A term
certain annuity would distribute dollars to you and  your beneficiary for a specified
number of years. A single life annuity would distribute dollars to you for your  lifetime
and would cease distributions after your death.





			B.  	 Financial
Effect and Tax Consequences of the Annuity




	  	If
you elect to use your vested account balance to purchase a single life annuity, you will
receive payments as  long as you are alive. For example, a participant who is age 65 with
a $10,000 vested account balance will receive  $76.60 per month while he or she is alive.





		III.  	 LUMP
SUM PAYMENT




	  	If
you properly waive the Qualified Joint and Survivor Annuity or if this is a REA safe
harbor plan and no existing plan  assets are subject to the REA annuity requirements, you
may request a single sum payment.





			A.  	 Lump
Sum Payment Defined




	  	A
Lump Sum Payment is the payment of your entire vested account balance.





			B.  	 Financial
Effect and Tax Consequences of a Lump Sum Payment




	  	Generally
a Lump Sum Payment is included in your income and taxed in the year of the distribution.
Most Lump Sum  Payments are eligible rollover distributions and would, therefore, be
subject to the 20 percent withholding rules  unless directly rolled over to another plan
or Traditional IRA. See Part Three, “Special Tax Notice Regarding Plan
Payments” for more information.





		IV.  	 INSTALLMENT
PAYMENTS




	  	If
the Qualified Joint and Survivor Annuity is properly waived or if this is a REA safe
harbor plan, you may elect to  receive your vested account balance in installment
payments. Installment payments for a period of less than 10 years are  generally eligible
rollover distributions and would, therefore, be subject to the 20 percent withholding
rules unless  directly rolled over to another plan or Traditional IRA. See Part Three,
“Special Tax Notice Regarding Plan Payments” for  more information.





			A.  	 Installment
Payments Defined




	  	Installment
payments are payments distributed to you in any amount you choose at intervals that you
determine  within limits set by the trustee or custodian. For example, the payments could
be paid to you annually,  semiannually, quarterly, or monthly. The payment schedule you
choose cannot be longer than your single life  expectancy or, if you have a beneficiary
named, the joint life expectancy of you and your beneficiary.





			B.  	 Financial
Effect and Tax Consequences of Installment Payments




	  	Generally,
each installment payment will be included in your income in the year in which you receive
it. For  example, a participant who elects to receive $500 per month will include $6,000
($500 x 12 months) in income each  tax year.





 
	 	
	 


 

 











	Page 13 





	

	PART
TWO — PAYMENT OPTIONS FOR BENEFICIARIES OF DECEASED PLAN PARTICIPANTS
	





	IMPORTANT NOTICE TO BENEFICIARY
    	 If you are the designated beneficiary of
      a deceased participant’s vested account balance, you are eligible to
      receive a distribution. The form of the benefit depends on several factors
      including the type of plan and the amount in the participant’s account.





		I.  	 PARTICIPANT’S
ACCOUNT BALANCE




	  	If
the participant’s vested account balance was $5,000 or less the plan administrator is
required to pay your distribution to you in a  single cash payment. If the participant’s
account balance exceeded $1,000 and is an eligible rollover distribution and you do not
instruct the plan administrator otherwise, the vested account balance may be directly
rolled into a Traditional IRA. You may  subsequently transfer the distribution to another
Traditional IRA. If the participant’s vested account balance exceeded $5,000, you  must
consent to the form of payment.





		II.  	TYPE
OF PLAN





	  	NOTE:
THE  PLAN ADMINISTRATOR CAN TELL YOU WHICH TYPE OF PLAN THIS IS.





			A.  	 REA
Safe Harbor Plans (Profit Sharing or 401(k) Plans only)




	  	You
may select either Option III or IV listed above. However, if you select the installment
payment method described in Option IV, the  payment schedule you choose cannot be longer
than your life single expectancy.





			B.  	 All
other plans




	  	If
the plan participant died before distributions commenced and you are a spouse
beneficiary, distributions from the plan must be paid  to you (if applicable) in the form
of a qualified preretirement survivor annuity, unless the annuity requirement was
properly waived. A  participant waives the annuity requirement by completing a
“Designation of Beneficiary” form and obtaining your written consent to the
waiver. If the participant did not execute the required waivers, then his or her account
balance will be paid to you (the deceased  participant’s spouse) in the form of a
preretirement survivor annuity unless the plan specifically permits you to elect to
receive  payments in a form other than a qualified preretirement survivor annuity. If you
are a nonspouse beneficiary of a deceased participant  who was married, you will not
receive any payment from the plan unless the participant properly waived the requirement
that his or her  spouse be the beneficiary.





	  	If the qualified preretirement survivor annuity
      was properly waived by the participant and/or his or her spouse (if applicable),
      then you may receive the entire vested account balance in a Lump Sum Payment
      as explained in Part One, Option III, of this notice. The rollover option
      described below is available only if you are the spouse of the deceased
      participant. The other distribution option available to you as a beneficiary
      is explained in Part One, Option IV, “Installment Payments.” However,
      the payment schedule you choose cannot be longer than your single life expectancy.





	

	PART
THREE — SPECIAL TAX NOTICE REGARDING PLAN PAYMENTS
	






	SUMMARY  	This notice explains how you can continue
      to defer federal income tax on your retirement savings, and contains important
      information you will need before you decide how to receive your plan benefits.





	  	NOTE: Your employer has received an IRS
      opinion letter that this plan is qualified.





	  	This notice is provided to you by your plan administrator
      because all or part of the payment that you will soon receive from the plan
      may be eligible for rollover by you or your plan administrator to a Traditional
      IRA or an eligible employer plan. A rollover is a payment by you or the
      plan administrator of all or part of your benefit to another plan or IRA
      that allows you to continue to postpone taxation of that benefit until it
      is paid to you. Your payment cannot be rolled over to a Roth IRA, a SIMPLE
      IRA, or a Coverdell Education Savings Account (formerly known as an Education
      IRA). An “eligible employer plan” includes a plan qualified under
      Section 401(a) of the Internal Revenue Code, including a 401(k) plan, profit-sharing
      plan, defined benefit plan, stock bonus plan, and money purchase plan; an
      annuity plan described under Section 403(a) of the Code; a tax-sheltered
      annuity described under Section 403(b) of the Code; and a deferred compensation
      plan, described under Section 457(b) of the Code, maintained by a governmental
      employer (governmental 457(b) plan).





	  	An eligible employer plan is not legally required
      to accept a rollover. Before you decide to roll over your payment to another
      employer plan, you should find out whether the plan accepts rollovers and,
      if so, the types of distributions it accepts as a rollover. You should also
      find out about any documents that are required to be completed before the
      receiving plan will accept a rollover. Even if a plan accepts rollovers,
      it might not accept rollovers of certain types of distributions, such as
      after-tax amounts. If this is the case, and your distribution includes after-tax
      amounts, you may wish instead to roll your distribution over to a Traditional
      IRA or split your rollover amount between the employer plan in which you
      will participate and a Traditional IRA. If an employer plan accepts your
      rollover, the plan may restrict subsequent distributions of the rollover
      amount or may require your spouse’s consent for any subsequent distribution.
      A subsequent distribution from the plan that accepts your rollover may also
      be subject to different tax treatment than distributions from this plan.
      Check with the administrator of the plan that is to receive your rollover
      prior to making the rollover.





	  	If you have additional questions after reading
      this notice, you may contact your plan administrator.





	  	There are two ways you maybe able to receive
      a plan payment that is eligible for rollover: (1) certain payments can be
      made directly to a Traditional IRA that you establish or to an eligible
      employer plan that will accept it and hold it for your benefit (“direct
      rollover”); or (2) the payment can be paid to you.





 
	 	
	 


 

 












	Page 14 





	  	If
you choose a direct rollover the following will result.




		•  	 Your
payment will not be taxed in the current year and no income tax will be withheld.




		•  	 You
choose whether your payment will be made directly to your Traditional IRA or to an
eligible employer plan that accepts  your rollover. Your payment cannot be rolled over to
a Roth IRA, a SIMPLE IRA, or a Coverdell Education Savings Account  because these are not
Traditional IRAs.




		•  	 The
taxable portion of your payment will be taxed later when you take it out of the
Traditional IRA or the eligible employer  plan. Depending on the type of plan, the
subsequent distribution may be subject to different tax treatment than it would be if
you received a taxable distribution from this plan.





	  	If
you choose to have a plan payment that is eligible for rollover paid to you, the
following will result.




		• 	 You
will receive only 80 percent of the taxable amount of the payment, because the plan
administrator is required to withhold  20 percent of that amount and send it to the IRS
as income tax withholding to be credited against your taxes.




		• 	 The
taxable amount of your payment will be taxed in the current year unless you roll it over.
Under limited circumstances, you  may be able to use special tax rules that could reduce
the tax you owe. However, if you receive the payment before age 591/2,  you also may have
to pay an additional 10 percent tax.




		• 	 You
can roll over the payment by paying it to your Traditional IRA or to an eligible employer
plan that accepts your rollover  within 60 days after you receive the payment. The amount
rolled over will not be taxed until you take it out of the  Traditional IRA or the
eligible employer plan.




		• 	 If
you want to roll over 100 percent of the payment to a Traditional IRA or an eligible
employer plan, you must find other  money to replace the 20 percent of the taxable
portion that was withheld. If you roll over only the 80 percent that you  received, you
will be taxed on the 20 percent that was withheld and that is not rolled over.





	MORE INFORMATION 	 I. PAYMENTS THAT CAN AND CANNOT BE ROLLED
      OVER 

      Payments from the plan may be “eligible rollover distributions.”
      This means that they can be rolled over to a Traditional IRA or an eligible
      employer plan that accepts rollovers. Payments from a plan cannot be rolled
      over to a Roth IRA, a SIMPLE IRA, or a Coverdell Education Savings Account.
      Your plan administrator should be able to tell you what portion of your
      payment is an eligible rollover distribution.





		A.  	 AFTER-TAX
CONTRIBUTIONS




	  	If
you made after-tax contributions to the plan, these contributions may be rolled into
either a Traditional IRA or to certain employer  plans that accept rollovers of after-tax
contributions. The following rules apply.





			1.  	 Rollover into a Traditional IRA. You
      can roll over your after-tax contributions to a Traditional IRA either directly
      or indirectly. Your plan administrator should be able to tell you how much
      of your payment is taxable and how much is after-tax.





	  	If you roll over after-tax contributions to a
      Traditional IRA, it is your responsibility to keep track of, and report
      to the IRS on the applicable forms, the amount of these after-tax contributions.
      This will enable the nontaxable amount of any future distributions from
      the Traditional IRA to be determined.





	  	Once
you  roll over your after-tax contributions to a Traditional IRA, those amounts CANNOT
later  be rolled over to an employer plan.





			2. 	 Rollover into an Employer Plan. You can
      roll over after-tax contributions from an eligible employer plan that is
      qualified under Section 401(a) or 403(a) of the Code to another such plan
      using a direct rollover if the plan receiving the rollover provides separate
      accounting for such amounts, including separate accounting for the after-tax
      contributions and earnings on those contributions. You CANNOT roll over
      such after-tax contributions to a governmental 457(b) plan. If you want
      to roll over your after-tax contributions to an employer plan that accepts
      such rollovers, you cannot have the after-tax contributions paid to you
      first. You must instruct the plan administrator of this plan to make a direct
      rollover on your behalf Also, you cannot first roll over after-tax contributions
      to a Traditional IRA and then roll over such contributions into an eligible
      employer plan.





		B.  	The following are types of payments that cannot
      be rolled over.





	  	PAYMENTS SPREAD OVER LONG PERIODS




	  	You
cannot roll over a payment if it is part of a series of equal (or almost equal) payments
that are made at least once a year and  that will last for.




			•  	 your
lifetime (or a period measured by your life expectancy), or




			•  	 your
lifetime and your beneficiary’s lifetime (or a period measured by your joint life
expectancies), or




			•  	 a period of ten years or more.





	  	REQUIRED MINIMUM PAYMENTS




	  	Beginning when you reach age 701/2
      or retire, whichever is later, a certain portion of your payment cannot
      be rolled over because it is a “required minimum payment” that
      must be paid to you. Special rules apply if you own more than five percent
      of your employer.





	  	HARDSHIP DISTRIBUTIONS




	  	A
hardship distribution cannot be rolled over.





	  	ESOP DIVIDENDS




	  	Cash
dividends paid to you on employer stock held in an employee stock ownership plan cannot
be rolled over.





	  	CORRECTIVE DISTRIBUTIONS




	  	A
distribution that is made to correct a failed nondiscrimination test or because legal
limits on certain contributions were exceeded  cannot be rolled over.





 
	 	
	 


 

 









	Page 15 





	  	LOANS TREATED AS DISTRIBUTIONS




	  	The
amount of a plan loan that becomes a taxable deemed distribution because of a default
cannot be rolled over. However, a loan offset  amount is eligible for rollover, as
discussed in Part III below. Ask the plan administrator of this plan if distribution of
your loan  qualifies for rollover treatment.





	  	The
plan administrator of this plan should be able to tell you if your payment includes
amounts which cannot be rolled over.





	II.  	 DIRECT
ROLLOVER




	  	A
direct rollover is a direct payment of the amount of your plan benefits to a Traditional
IRA or an eligible employer plan that will  accept it. You can choose a direct rollover
of all or any portion of your payment that is an eligible rollover distribution, as
described in Part I above. You are not taxed on any taxable portion of your payment for
which you choose a direct rollover until you  later take it out of the Traditional IRA or
eligible employer plan. In addition, no income tax withholding is required for any
portion  of your plan benefits for which you choose a direct rollover. This plan might
not let you choose a direct rollover if your  distributions for the year are less than
$200.





		A.  	 DIRECT
ROLLOVER TO A TRADITIONAL IRA




	  	You can open a Traditional IRA to receive the
      direct rollover. If you choose to have your payment made directly to a Traditional
      IRA, contact an IRA sponsor (usually a financial institution) to find out
      how to have your payment made in a direct rollover to a Traditional IRA
      at that institution. If you are unsure of how to invest your money, you
      can temporarily establish a Traditional IRA to receive the payment. However,
      in choosing a Traditional IRA, you may wish to make sure that the Traditional
      IRA you choose will allow you to move all or a part of your payment to another
      Traditional IRA at a later date, without penalties or other limitations.
      See IRS Publication 590, Individual Retirement Arrangements, for
      more information on Traditional IRAs (including limits on how often you
      can roll over between IRAs).





		B.  	 DIRECT
ROLLOVER TO A PLAN




	  	If
you are employed by a new employer that has an eligible employer plan, and you want a
payment from your previous employer’s plan  directly rolled over to your new employer’s
plan, ask the plan administrator of that plan whether it will accept your rollover. An
eligible employer plan is not legally required to accept a rollover. Even if your new
employer’s plan does not accept a rollover, you  can choose a direct rollover to a
Traditional IRA. If your new employer’s plan accepts your rollover, the plan may provide
restrictions  on the circumstances under which you may later receive a distribution of
the rollover amount or may require spousal consent to any  subsequent distribution. Check
with the plan administrator of the receiving plan before making your decision.





		C.  	 DIRECT
ROLLOVER OF A SERIES OF PAYMENTS




	  	If
you receive a payment that can be rolled over to a Traditional IRA or an eligible
employer plan, and it is paid in a series of  payments for less than ten years, your
choice to make or not make a direct rollover of the first payment will apply to all later
payments in the series until you change your election. You are free to change your
election for any later payment in the series.





		D.  	 CHANGE
IN TAX TREATMENT RESULTING FROM A DIRECT ROLLOVER




	  	The
tax treatment of any payment from the eligible employer plan or Traditional IRA receiving
your direct rollover might be different  than if you received your benefit in a taxable
distribution directly from the plan. For example, if you were born before January 1,
1936, you might be entitled to ten-year averaging or capital gain treatment, as explained
below. However, if you have your benefit  rolled over to a tax-sheltered annuity
described under Section 403(b) of the Code, a deferred compensation plan described under
Section  457(b) of the Code, or a Traditional IRA in a direct rollover, your benefit will
no longer be eligible for that special treatment. See  the sections below entitled
“Additional 10 percent Tax If You Are Under Age 591/2” and “Special Tax
Treatment If You Were Born Before  January 1, 1936.”





	III.  	 PAYMENT
PAID TO YOU




	  	If
your payment can be rolled over (see Part I above) and the payment is made to you in
cash, it is subject to 20 percent federal  income tax withholding on the taxable portion
(state tax withholding may also apply). The payment is taxed in the year you receive it
unless, within 60 days, you roll it over to a Traditional IRA or an eligible employer
plan. If you do not roll it over, special tax  rules may apply.





		A.  	INCOME
TAX WITHHOLDING




			1.  	 Mandatory
Withholding




	  	If any portion of your payment can be rolled
      over under Part I above and you do not elect to make a direct rollover,
      the plan is required by law to withhold 20 percent of the taxable amount.
      This amount is sent to the IRS as income tax withholding. For example, if
      you can roll over a taxable payment of $10,000, only $8,000 will be paid
      to you because the plan must withhold $2,000 as income tax. However, when
      you prepare your income tax return for the year, unless you make a rollover
      within 60 days (see “Sixty-Day Rollover Option” below) you must
      report the full $10,000 as a payment from the plan. You must report the
      $2,000 as tax withheld, and it will be credited against any income tax you
      owe for the year. There will be no income tax withholding if your payments
      for the year are less than $200.





			2.  	 Voluntary
Withholding




	  	If
any portion of your payment is taxable but cannot be rolled over under Part I above, the
mandatory withholding rules described above  do not apply. In this case, you may elect
not to have withholding apply to that portion. If you do nothing, an amount will be taken
out  of this portion of your payment for federal income tax withholding. To elect out of
withholding, ask the plan administrator for the  election form and related information.





 
	 	
	 


 

 












	Page 16 





			3.  	 Sixty-Day
Rollover Option




	  	If you receive a payment that can be rolled over
      under Part I above, you can still decide to roll over all or part of it
      to a Traditional IRA or an eligible employer plan. If you decide to roll
      over, you must contribute the amount of the payment you received to a
      Traditional IRA or eligible employer plan within 60 days after you receive
      the payment. The portion of your payment that is rolled over will not
      be taxed until you take it out of the Traditional IRA or the eligible employer
      plan.





	  	You
can roll over up  to 100 percent of your payment that can be rolled over under Part I
above,  including an amount equal to the 20 percent of the taxable portion that  was
withheld. If you choose to roll over 100 percent, you must find other  money within the
60-day period to contribute to the Traditional IRA or the  eligible employer plan, to
replace the 20 percent that was withheld. On  the other hand, if you roll over only the
80 percent of the taxable portion  that you received, you will be taxed on the 20 percent
that was withheld.




	  	Example: The taxable portion of
      your payment that can be rolled over under Part I above is $10,000, and
      you choose to have it paid to you. You will receive $8,000, and $2,000 will
      be sent to the IRS as income tax withholding. Within 60 days after receiving
      the $8,000, you may roll over the entire $10,000 to a Traditional IRA or
      eligible employer plan. To do this, you roll over the $8,000 you received
      from the plan, and you will have to find $2,000 from other sources (your
      savings, a loan, etc.). In this case, the entire $10,000 is not taxed until
      you take it out of the Traditional IRA or an eligible employer plan. If
      you roll over the entire $10,000, when you file your income tax return you
      may get a refund of part or all of the $2,000 withheld.





	  	If,
on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed
in the year it was withheld. When you file  your income tax return you may get a refund
of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll
over the entire $10,000.)






		B.  	ADDITIONAL 10 PERCENT TAX IF YOU ARE UNDER
      AGE 591/2




	  	If
you receive a payment before you reach age 591/2 and you do not roll it over, then, in
addition to the regular income tax, you may  have to pay an extra tax equal to 10 percent
of the taxable portion of the payment. The additional 10 percent tax generally does not
apply to (1) payments that are paid after you separate from service with your employer
during or after the year you reach age 55, (2)  payments that are paid because you retire
due to disability, (3) payments that are paid as equal (or almost equal) payments over
your  life or life expectancy (or your and your beneficiary’s lives or life
expectancies), (4) dividends paid with respect to stock by an  employee stock ownership
plan (ESOP) as described in Section 404(k) of the Code, (5) payments that are paid
directly to the government  to satisfy a federal tax levy, (6) payments that are paid to
an alternate payee under a qualified domestic relations order, or (7)  payments that do
not exceed the amount of your deductible medical expenses. See IRS Form 5329 for more
information on the additional 10  percent tax.





	  	The
additional 10 percent tax will not apply to distributions from a governmental 457(b)
plan, except to the extent the distribution is  attributable to an amount you rolled over
to that plan (adjusted for investment returns) from another type of eligible employer
plan or  IRA. Any amount rolled over from a governmental 457(b) plan to another type of
eligible employer plan or to a Traditional IRA will  become subject to the additional 10
percent tax if it is distributed to you before you reach age 591/2, unless one of the
exceptions  applies.





		C.  	 SPECIAL TAX TREATMENT IF YOU WERE
      BORN BEFORE JANUARY 1, 1936




	  	If
you receive a payment that can be rolled over under Part I and you do not roll it over to
a Traditional IRA or an eligible employer  plan, the payment will be taxed in the year
you receive it. However, if the payment qualifies as a “lump sum distribution,” it
may be  eligible for special tax treatment. (See also “Employer Stock or  Securities” below.)
A lump sum distribution is a payment, within one year, of your entire balance under the
plan (and certain other similar plans  of the employer) that is payable to you after you
have reached age 591/2 or because you have separated from service with your employer
(or, in the case of a self employed individual, after you have reached age 591/2 or have
become disabled). For a payment to be treated  as a lump sum distribution, you must have
been a participant in the plan for at least five years before the year in which you
received  the distribution. The special tax treatment for lump sum distributions that may
be available to you is described below.





			1.  	 Ten-Year
Averaging




	  	If
you receive a lump sum distribution and you were born before January 1, 1936, you can
make a one-time election to figure the tax on  the payment by using “10-year
averaging” (using 1986 tax rates). Ten-year averaging often reduces the tax you owe.





			2.  	 Capital
Gain Treatment




	  	If
you receive a lump sum distribution and you were born before January 1, 1936, and if you
were a participant in the plan before 1974,  you may elect to have the part of your
payment that is attributable to your pre-1974 participation in the plan taxed as
long-term  capital gain at a rate of 20 percent.





	  	There
are other limits on the special tax treatment for lump sum distributions. For example,
you can generally elect this special tax  treatment only once in your lifetime, and the
election applies to all lump sum distributions that you receive in that same year. You
may not elect this special tax treatment if you rolled amounts into this plan from a
403(b) tax-sheltered annuity contract or from an  IRA not originally attributable to a
qualified employer plan. If you have previously rolled over a distribution from a
governmental 457  plan (or certain other similar plans of the employer), you cannot use
this special averaging treatment for later payments from this  plan. If you roll over
your payment to a Traditional IRA, a tax-sheltered annuity described under Section 403(b)
of the Code, or a  governmental 457(b) plan, you will not be able to use special tax
treatment for later payments from that IRA, plan, or annuity. Also,





 
	 	
	 


 

 












	Page 17 





	  	if
you roll over only a portion of your payment to a Traditional IRA, a tax-sheltered
annuity, described under Section 403(b) of the  Code, or a governmental 457(b) plan, this
special tax treatment is not available for the rest of the payment. See IRS Form 4972 for
additional information on lump sum distributions and how you elect the special tax
treatment.





		D.  	 EMPLOYER
STOCK OR SECURITIES




	  	There
is a special rule for a payment from the plan that includes employer stock (or other
employer securities). To use this special  rule, 1) the payment must qualify as a lump
sum distribution, as described above, except that you do not need five years of plan
participation, or 2) the employer stock included in the payment must be attributable to
“after-tax” employee contributions, if any.  Under this special rule, you may
have the option of not paying tax on the “net unrealized appreciation” of the
stock until you sell the  stock. Net unrealized appreciation generally is the increase in
the value of the employer stock while it was held by the plan. For  example, if employer
stock was contributed to your plan account when the stock was worth $1,000 but the stock
was worth $1,200 when you  received it, you would not have to pay tax on the $200
increase in value until you later sold the stock.





	  	You
may instead elect not to have the special rule apply to the net unrealized appreciation.
In this case, your net unrealized  appreciation will be taxed in the year you receive the
stock, unless you roll over the stock. The stock can be rolled over to a  Traditional IRA
or another eligible employer plan, either in a direct rollover or a rollover that you
make yourself Generally, you will  no longer be able to use the special rule for net
unrealized appreciation if you roll the stock over to a Traditional IRA or another
eligible employer plan.





	  	If
you receive only employer stock in a payment that can be rolled over, no amount will be
withheld from the payment. If you receive  cash or property other than employer stock, as
well as employer stock, in a payment that can be rolled over, the 20 percent withholding
amount will be based on the entire taxable amount paid to you (including the employer
stock determined by excluding the net unrealized  appreciation). However, the amount
withheld will be limited to the cash or property (excluding employer stock) paid to you.





	  	If
you receive employer stock in a payment that qualifies as a lump sum distribution, the
special tax treatment for lump sum  distributions described above (such as 10-year
averaging) also may apply. See IRS Form 4972 for additional information on these rules.





		E.  	 REPAYMENT
OF PLAN LOANS




	  	If
your employment ends and you have an outstanding loan from the plan, your employer may
reduce (or “offset”) your balance in the plan  by the amount of the loan you
have not repaid. The amount of your loan offset is treated as a distribution to you at
the time of the  offset and will be taxed unless you roll over an amount equal to the
amount of your loan offset to another qualified employer plan or a  Traditional IRA
within 60 days of the date of the offset. If the amount of your loan offset is the only
amount you receive or are  treated as having received, no amount will be withheld from
it. If you receive other payments of cash or property from the plan, the 20  percent
withholding amount will be based on the entire taxable amount paid to you, including the
amount of the loan offset. The amount  withheld will be limited to the amount of other
cash or property paid to you (other than any employer securities). The amount of a
defaulted plan loan that is a taxable deemed distribution cannot be rolled over.





	IV.  	 SURVIVING
SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES




	  	In
general, the rules summarized above that apply to payments to employees also apply to
payments to surviving spouses of employees and  to spouses or former spouses who are
“alternate payees.” You are an alternate payee if your interest in the plan
results from a  “qualified domestic relations order,” which is an order issued
by a court, usually in connection with a divorce or legal separation.





	  	If
you are a surviving spouse or an alternate payee, you may choose to have a payment that
can be rolled over, as described in Part I  above, paid in a direct rollover to a
Traditional IRA or to an eligible employer plan, or paid to you. If you have the payment
paid to  you, you can keep it or roll it over yourself to a Traditional IRA or to an
eligible employer plan. Thus, you have the same choices as  the employee.





	  	If
you are a beneficiary other than a surviving spouse or an alternate payee, you cannot
choose a direct rollover, and you cannot roll  over the payment yourself





	  	If
you are a surviving spouse, an alternate payee, or another beneficiary, your payment is
generally not subject to the additional 10  percent tax described in Part Three Section
III above, even if you are younger than age 591/2.





	  	If
you are a surviving spouse, an alternate payee, or another beneficiary, you may be able
to use the special tax treatment for lump  sum distributions and the special rule for
payments that include employer stock, as described in Part Three Section III above. If
you  receive a payment because of the employee’s death, you may be able to treat the
payment as a lump sum distribution if the employee met  the appropriate age requirements,
whether or not the employee had five years of participation in the plan.





	HOW TO
OBTAIN ADDITIONAL INFORMATION 	This notice summarizes only the federal (not
      state or local) tax rules that might apply to your payment. The rules described
      above are complex and contain many conditions and exceptions that are not
      included in this notice. Therefore, you may want to consult with the plan
      administrator or a professional tax advisor before you take a payment of
      your benefits from the plan. Also, you can find more specific information
      on the tax treatment of payments from qualified employer plans in IRS Publication
      575, Pension and Annuity Income, and IRS Publication 590, Individual
      Retirement Arrangements. These publications are available from your
      local IRS office, on the IRS’s Internet Web Site at www.irs.gov, or
      by calling 1-800-TAX-FORM.