exv10w19



 



EXHIBIT 10.19


XCEL ENERGY 401(k) SAVINGS PLAN



(Amended and Restated effective as of January 1, 2002)



 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	XCEL ENERGY 401(K) SAVINGS PLAN	 	 	1	 
	INTRODUCTION	 	 	1	 
	ARTICLE 1: DEFINITIONS	 	 	3	 
	 	1.1	 	 	ACP
	 	 	3	 
	 	1.2	 	 	Acquisition Loan
	 	 	3	 
	 	1.3	 	 	Actual Contribution Ratio
	 	 	3	 
	 	1.4	 	 	Actual Deferral Ratio
	 	 	4	 
	 	1.5	 	 	Administrator
	 	 	4	 
	 	1.6	 	 	ADP
	 	 	4	 
	 	1.7	 	 	Affiliate
	 	 	4	 
	 	1.8	 	 	After-Tax Contributions
	 	 	4	 
	 	1.9	 	 	Annual Additions
	 	 	5	 
	 	1.10	 	 	Bargaining Unit Employee
	 	 	5	 
	 	1.11	 	 	Beneficiary
	 	 	5	 
	 	1.12	 	 	Code
	 	 	5	 
	 	1.13	 	 	Combined Account
	 	 	6	 
	 	1.14	 	 	Committee
	 	 	7	 
	 	1.15	 	 	Company
	 	 	7	 
	 	1.16	 	 	Company Stock
	 	 	7	 
	 	1.17	 	 	Covered Compensation
	 	 	8	 
	 	1.18	 	 	Disability
	 	 	8	 
	 	1.19	 	 	Effective Date
	 	 	8	 
	 	1.20	 	 	Elective Deferrals
	 	 	8	 
	 	1.21	 	 	Eligible Employee
	 	 	8	 
	 	1.22	 	 	Employee
	 	 	9	 
	 	1.23	 	 	Employer
	 	 	9	 
	 	1.24	 	 	ERISA
	 	 	10	 
	 	1.25	 	 	ESOP Accounts
	 	 	10	 
	 	1.26	 	 	ESOP Component
	 	 	10	 
	 	1.27	 	 	Financed Shares
	 	 	10	 
	 	1.28	 	 	Former Participant
	 	 	10	 
	 	1.29	 	 	Fund
	 	 	10	 
	 	1.30	 	 	HCE
	 	 	10	 
	 	1.31	 	 	Investment Fund
	 	 	11	 
	 	1.32	 	 	Limitation Year
	 	 	11	 
	 	1.33	 	 	Matching Contributions
	 	 	11	 
	 	1.34	 	 	Non-Bargaining Unit Employee
	 	 	11	 
	 	1.35	 	 	Non-ESOP Accounts
	 	 	11	 
	 	1.36	 	 	Non-ESOP Component
	 	 	11	 
	 	1.37	 	 	NHCE
	 	 	11	 
	 	1.38	 	 	Participant
	 	 	11	 
	 	1.39	 	 	Pay Period; Pay Date
	 	 	12	 



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	 	1.40	 	 	Plan
	 	 	12	 
	 	1.41	 	 	Plan Year
	 	 	12	 
	 	1.42	 	 	Predecessor Plan
	 	 	12	 
	 	1.43	 	 	Pre-Tax Contributions
	 	 	12	 
	 	1.44	 	 	Profit Sharing Contribution
	 	 	12	 
	 	1.45	 	 	Related Company
	 	 	12	 
	 	1.46	 	 	Retirement
	 	 	13	 
	 	1.47	 	 	Rollover Contribution
	 	 	13	 
	 	1.48	 	 	Termination of Employment
	 	 	13	 
	 	1.49	 	 	Testing Compensation
	 	 	13	 
	 	1.50	 	 	Trustee
	 	 	14	 
	 	1.51	 	 	Unreleased Share Account
	 	 	14	 
	 	1.52	 	 	Valuation Date
	 	 	14	 
	ARTICLE 2: PARTICIPATION	 	 	15	 
	 	2.1	 	 	Eligibility
	 	 	15	 
	 	2.2	 	 	Transferred Employees
	 	 	15	 
	 	2.3	 	 	Reemployment
	 	 	15	 
	 	2.4	 	 	Military Service
	 	 	15	 
	ARTICLE 3: PARTICIPANT CONTRIBUTIONS	 	 	16	 
	 	3.1	 	 	Pre-Tax and After-Tax Contributions
	 	 	16	 
	 	3.2	 	 	Time and Medium of Payment of Contributions
	 	 	16	 
	 	3.3	 	 	Rollover Contributions
	 	 	16	 
	ARTICLE 4: EMPLOYER CONTRIBUTIONS	 	 	18	 
	 	4.1	 	 	Matching Contributions
	 	 	18	 
	 	4.2	 	 	Discretionary Profit Sharing Contribution
	 	 	20	 
	 	4.3	 	 	Payment of Acquisition Loans; Company Loan Contributions
	 	 	20	 
	 	4.4	 	 	Reinstatements
	 	 	21	 
	ARTICLE 5: VESTING	 	 	22	 
	ARTICLE 6: LIMITATIONS ON CONTRIBUTIONS	 	 	23	 
	 	6.1	 	 	Priority
	 	 	23	 
	 	6.2	 	 	Limitation on Elective Deferrals
	 	 	23	 
	 	6.3	 	 	ADP Limitation
	 	 	24	 
	 	6.4	 	 	ACP Limitation
	 	 	26	 
	 	6.5	 	 	Maximum Limitations on Annual Additions
	 	 	29	 
	 	6.6	 	 	Deduction Limitation
	 	 	31	 
	ARTICLE 7: THE FUND AND INVESTMENTS	 	 	32	 
	 	7.1	 	 	Trust Fund
	 	 	32	 
	 	7.2	 	 	Investment Funds in the Non-ESOP Component and the ESOP Component
	 	 	32	 
	 	7.3	 	 	Participants’ Designation of Investments Funds
	 	 	33	 
	 	7.4	 	 	Investments in Company Stock under the ESOP Component
	 	 	34	 
	 	7.5	 	 	Diversification of ESOP Accounts
	 	 	34	 
	 	7.6	 	 	Beneficiaries
	 	 	35	 



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	ARTICLE 8: ACCOUNTING	 	 	36	 
	 	8.1	 	 	Valuation of Investment Funds and Adjustment of Non-ESOP Accounts
	 	 	36	 
	 	8.2	 	 	Adjustment of ESOP Accounts
	 	 	36	 
	 	8.3	 	 	Transfer of Shares From Unreleased Share Account to ESOP Accounts
	 	 	37	 
	 	8.4	 	 	Dividends on Company Stock
	 	 	38	 
	 	8.5	 	 	Multiple Acquisition Loans
	 	 	38	 
	 	8.6	 	 	Allocation of Proceeds from Sale or Liquidation
	 	 	38	 
	ARTICLE 9: IN-SERVICE DISTRIBUTIONS	 	 	39	 
	 	9.1	 	 	Loans
	 	 	39	 
	 	9.2	 	 	Hardship Withdrawals
	 	 	41	 
	 	9.3	 	 	After-Tax Withdrawals
	 	 	43	 
	 	9.4	 	 	Age 59-1/2 Withdrawals
	 	 	43	 
	 	9.5	 	 	Age 70-1/2 Withdrawals
	 	 	44	 
	ARTICLE 10: DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT	 	 	45	 
	 	10.1	 	 	Distribution Options
	 	 	45	 
	 	10.2	 	 	Distribution Options Upon Death
	 	 	45	 
	 	10.3	 	 	Amount of Distribution
	 	 	46	 
	 	10.4	 	 	Participant’s Right to Consent to Distributions
	 	 	46	 
	 	10.5	 	 	Time When Distributions Must Commence
	 	 	46	 
	 	10.6	 	 	Inability to Locate Distributee
	 	 	47	 
	 	10.7	 	 	Direct Rollovers
	 	 	47	 
	 	10.8	 	 	Qualified Domestic Relations Orders
	 	 	49	 
	 	10.9	 	 	Designation of Beneficiaries
	 	 	49	 
	ARTICLE 11: PLAN ADMINISTRATION	 	 	53	 
	 	11.1	 	 	Administrator Authority
	 	 	53	 
	 	11.2	 	 	Committee
	 	 	53	 
	 	11.3	 	 	Limitation on Authority
	 	 	55	 
	 	11.4	 	 	Conflict of Interest
	 	 	55	 
	 	11.5	 	 	Dual Capacity
	 	 	55	 
	 	11.6	 	 	Named Fiduciaries
	 	 	55	 
	 	11.7	 	 	Service of Process
	 	 	55	 
	 	11.8	 	 	Administrative Expenses
	 	 	55	 
	 	11.9	 	 	Indemnity
	 	 	56	 
	 	11.10	 	 	Claims and Review Procedure
	 	 	56	 
	ARTICLE 12: AMENDMENT, TERMINATION OR MERGER OF THE PLAN	 	 	59	 
	 	12.1	 	 	Amendment
	 	 	59	 
	 	12.2	 	 	Termination
	 	 	59	 
	 	12.3	 	 	Plan Merger
	 	 	60	 
	ARTICLE 13: LIMITATION OF RIGHTS OF PARTICIPANTS AND BENEFICIARIES	 	 	61	 
	 	13.1	 	 	No Employment Rights
	 	 	61	 
	 	13.2	 	 	Spendthrift Provisions
	 	 	61	 
	 	13.3	 	 	Incompetents
	 	 	61	 



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	 	13.4	 	 	Minors
	 	 	61	 
	 	13.5	 	 	Doubt as to Identity
	 	 	62	 
	 	13.6	 	 	Discharge of Liability
	 	 	62	 
	 	13.7	 	 	Overpayments
	 	 	62	 
	ARTICLE 14: TOP-HEAVY PROVISIONS	 	 	63	 
	 	14.1	 	 	Application of Article 14
	 	 	63	 
	 	14.2	 	 	Top-Heavy Determination
	 	 	63	 
	 	14.3	 	 	Minimum Contributions
	 	 	63	 
	 	14.4	 	 	Definitions
	 	 	64	 
	ARTICLE 15: RIGHTS, RESTRICTIONS, AND OPTIONS ON COMPANY STOCK	 	 	66	 
	 	15.1	 	 	Put Option
	 	 	66	 
	 	15.2	 	 	Share Legend; Other Restrictions
	 	 	66	 
	 	15.3	 	 	Nonterminable Rights
	 	 	67	 
	ARTICLE 16: VOTING AND TENDERING OF STOCK	 	 	68	 
	 	16.1	 	 	Voting of Company Stock
	 	 	68	 
	 	16.2	 	 	Tendering of Company Stock
	 	 	68	 
	ARTICLE 17: MISCELLANEOUS	 	 	70	 
	 	17.1	 	 	Disclaimers
	 	 	70	 
	 	17.2	 	 	Severability
	 	 	70	 
	 	17.3	 	 	Automated Voice Response Systems, Computer Systems
	 	 	70	 
	 	17.4	 	 	Adoption and Withdrawal by Affiliates
	 	 	71	 
	 	17.5	 	 	Captions
	 	 	72	 
	 	17.6	 	 	Construction
	 	 	72	 
	 	17.7	 	 	Plan Supplements and Appendices
	 	 	72	 
	 	17.8	 	 	Sunset Provision
	 	 	72	 
	 	17.9	 	 	Receipt of Documents
	 	 	72	 
	 	17.10	 	 	Powers of Attorney
	 	 	72	 
	 	17.11	 	 	Guardians and Conservators
	 	 	73	 
	SUPPLEMENT A	 	 	74	 
	SPECIAL PROVISIONS APPLICABLE TO PARTICIPANTS WITH ACCOUNTS ATTRIBUTABLE TO THE
NEW CENTURY ENERGIES, INC. EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR
NON-BARGAINING UNIT EMPLOYEES	 	 	74	 
	 	A.1	 	 	Purpose
	 	 	74	 
	 	A.2	 	 	Predecessor Plan Accounts and ESOP Predecessor Plan Accounts
	 	 	74	 
	SUPPLEMENT B	 	 	77	 
	SPECIAL PROVISIONS APPLICABLE TO PARTICIPANTS WITH ACCOUNTS ATTRIBUTABLE TO THE
XCEL ENERGY EMPLOYEE STOCK OWNERSHIP PLAN	 	 	77	 
	 	B.1	 	 	Purpose
	 	 	77	 
	 	B.2	 	 	ESOP Predecessor Plan Accounts
	 	 	77	 



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	 	B.3	 	 	After-Tax Withdrawals
	 	 	77	 
	APPENDIX A	 	 	78	 
	MODEL AMENDMENT UNDER CODE SECTION 401(A)(9)	 	 	78	 
	 	A.1	 	 	General Rules
	 	 	78	 
	 	A.2	 	 	Time and Manner of Distribution
	 	 	78	 
	 	A.3	 	 	Required Minimum Distributions During Participant’s Lifetime
	 	 	79	 
	 	A.4	 	 	Required Minimum Distributions After Participant’s Death
	 	 	79	 
	 	A.5	 	 	Definitions
	 	 	80	 



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XCEL ENERGY 401(k) SAVINGS PLAN



INTRODUCTION



Background; Amendment and Restatement of Plan. Prior to January 1, 2002, Xcel
Energy Inc. (the “Company”) maintained the Xcel Energy Retirement Savings Plan
(the “Plan”) to provide retirement benefits for its eligible Employees through
a tax-qualified retirement benefit plan. The Plan was previously known as the
“Northern States Power Company Retirement Savings Plan,” and was established by
Northern States Power Company, a predecessor to the Company, and has been
amended from time to time. This document amends and restates the Plan,
effective as of January 1, 2002, renames it as the “Xcel Energy 401(k) Savings
Plan,” and provides for the amendment, restatement and merger into the Plan of
the following plans effective as of the specified date:



	 	•	 	New Century Energies, Inc. Employees’ Savings and Stock
Ownership Plan for Non-Bargaining Unit Employees, which was
established by Public Service Company of Colorado, a predecessor
to the Company, effective as of July 1, 1998, as a result of the
merger of spun-off portions of the Employees’ Savings and Stock
Ownership Plan of Public Service Company of Colorado and
Participating Subsidiary Companies and the Southwestern Public
Service Company Employee Investment Plan, and was merged into the
Plan effective as of December 31, 2001.
	 
	 	•	 	Xcel Energy Employee Stock Ownership Plan, previously
known as the “Northern States Power Company Employee Stock
Ownership Plan,” which was established by Northern States Power
Company, a predecessor to the Company, effective as of January 1,
1975 and which shall be merged into the Plan effective May 6,
2002.



Except as may be hereinafter otherwise specifically provided or required by
law, the rights and benefits of a Participant who terminated employment before
the effective date of this restatement (or before May 6, 2002, with respect to
the Xcel Energy Employee Stock Ownership Plan) shall be determined under the
terms of the Plan (or the applicable predecessor plan) in effect at the
Participant’s termination of employment, and not under the terms of this
amendment and restatement.


Purpose of Amendment and Restatement. The Plan is maintained by the Company to
enable Eligible Employees of the Employers to: (1) accumulate funds for their
future security by electing to make cash or deferral contributions and by
sharing in employer contributions to the Plan; and (2) acquire stock ownership
interests in the Company. Accordingly, the Plan contains the following two
separate components:



	 	•	 	A Non-ESOP Component intended to constitute a profit
sharing plan that meets the applicable requirements of Section
401(a) of the Internal Revenue Code of 1986 (the “Code”),
including a cash or deferred arrangement intended to qualify
under Code Section 401(k).



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	 	•	 	An ESOP Component that is designed to invest primarily
in stock of the Company and that is intended to constitute a
stock bonus plan that is an employee stock ownership plan meeting
the applicable requirements of Code Sections 401(a), 409, and
4975(e)(7) and Section 407(d)(6) of the Employee Retirement
Income Security Act of 1974 (“ERISA”).



The Plan is intended to be administered and operated in accordance with
relevant provisions of the Code and other applicable laws and regulations.


Nothing in this amendment and restatement of the Plan, or in any subsequent
amendment of this Plan, shall cause any Code Section 411(d)(6) protected
benefits (as defined by Treasury Regulations Section 1.411(d)-4) of any
Participant to be reduced, eliminated or made subject to employer discretion in
a way that violates Code Section 411(d)(6) or any other provision of the Code
or ERISA. If any such amendment would appear to have the effect of reducing a
protected accrued benefit, such amendment shall not be given effect to reduce
the accrued benefit below the level immediately prior to the effective date of
the amendment (but such amendment may have the effect of temporarily or
indefinitely curtailing the accrual of additional benefits). If any such
amendment would appear to have the effect of reducing any other type of Code
Section 411(d)(6) protected benefit, such amendment shall not be given effect
with respect to the portion of the Participant’s benefit accrued prior to the
effective date of the amendment.


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ARTICLE 1: DEFINITIONS



In construing the following definitions and the balance of the Plan, the
masculine pronoun wherever used includes the feminine, and the singular
includes the plural.



	1.1	 	ACP



The term “ACP” (an acronym for Average Contribution Percentage) means, for a
specified group of Eligible Employees for any Plan Year (i.e., HCEs or NHCEs),
the average of the Actual Contribution Ratios (calculated separately for each
Eligible Employee in the group).



	1.2	 	 Acquisition Loan



The term “Acquisition Loan” means a loan authorized by and made to this Plan
(or a Predecessor Plan), the proceeds of which are used by the Trustee to
purchase Company Stock. The terms of each Acquisition Loan shall meet the
applicable requirements of Treasury Regulations Section 54.4975-7(b), including
the requirements: (a) that the loan bear a reasonable rate of interest, be for
a definite period (rather than payable on demand), and be without recourse
against the Plan, and (b) that the only assets of the Plan that may be given as
collateral are Financed Shares purchased with the proceeds of that loan or with
the proceeds of a prior Acquisition Loan.



	1.3	 	 Actual Contribution Ratio
	 
	(a)	 	The term “Actual Contribution Ratio” means, for each person who was an
Eligible Employee at any time during a Plan Year, the ratio of:




	 	(1)	 	the sum of the amount of Matching Contributions and After-Tax
Contributions actually paid into the Fund on behalf of such Eligible
Employee for such Plan Year, to
	 
	 	(2)	 	the Eligible Employee’s Testing Compensation for such Plan
Year.




	(b)	 	The Actual Contribution Ratio shall be calculated separately for the ESOP
Component and the Non-ESOP Component of the Plan.
	 
	(c)	 	The Actual Contribution Ratio shall be calculated separately for
Bargaining Unit Employees.
	 
	(d)	 	The Actual Contribution Ratio for any HCE who is a participant under two
or more arrangements described in Code Section 401(m) sponsored by the
Company or an Affiliate shall be determined as if all such arrangements
(except plans that may not be aggregated under applicable regulations)
were one such arrangement.



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	1.4	 	 Actual Deferral Ratio
	 
	(a)	 	The term “Actual Deferral Ratio” means, for each person who was an
Eligible Employee at any time during a Plan Year, the ratio of:




	 	(1)	 	the amount of Pre-Tax Contributions actually paid into the
Fund on behalf of such Eligible Employee for such Plan Year, to
	 
	 	(2)	 	the Eligible Employee’s Testing Compensation for such Plan
Year.




	(b)	 	The Actual Deferral Ratio shall be calculated separately for Bargaining
Unit Employees.
	 
	(c)	 	The Actual Deferral Ratio for any HCE who is a participant under two or
more arrangements described in Code Section 401(k) sponsored by the
Company or an Affiliate shall be determined as if all such arrangements
(except plans that may not be aggregated under applicable regulations)
were one such arrangement.
	 
	1.5	 	 Administrator



The word “Administrator” shall mean the Company.



	1.6	 	 ADP



The term “ADP” (an acronym for Average Deferral Percentage) means, for a
specified group of Eligible Employees for any Plan Year (i.e., HCEs or NHCEs),
the average of the Actual Deferral Ratios (calculated separately for each
Eligible Employee in the group).



	1.7	 	 Affiliate



The word “Affiliate” means, for an applicable period, a business entity which
is under common control with an Employer or which is a member of an affiliated
service group that includes an Employer, as those terms are defined in Code
Sections 414(b), (c) and (m). A business entity which is a predecessor to an
Employer shall be treated as an Affiliate to the extent that such treatment is
otherwise required by Code Section 414(a). A business entity shall also be
treated as an Affiliate if, and to the extent that, such treatment is required
by Code Section 414(o). In addition to said required treatment, the
Administrator may, in its discretion, designate as an Affiliate any business
entity which is not such a common control, affiliated service group or
predecessor business entity but which is otherwise affiliated with the
Employer, subject to such limitations as the Administrator may impose.



	1.8	 	 After-Tax Contributions



The term “After-Tax Contributions” means amounts deducted on an after-tax basis
from a Participant’s Covered Compensation after the Effective Date and
contributed by an Employer on behalf of the Participant.


4






 



	1.9	 	 Annual Additions
	 
	(a)	 	The term “Annual Additions” means the sum credited to a Participant for
any Limitation Year of:




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




	 	 	The term Annual Additions shall not include any Rollover Contribution
made by a Participant under the Plan, nor any dividends that are
distributed or reinvested pursuant to Code Section 404(k)(2)(A)(iii).
	 
	(b)	 	In all instances, the determination of a Participant’s Annual Additions
for any Limitation Year shall be made in accordance with Code Section 415,
as amended, the provisions of which are hereby incorporated by reference.
	 
	1.10	 	 Bargaining Unit Employee



The term “Bargaining Unit Employee” means an Employee whose terms and
conditions of employment are subject to collective bargaining.



	1.11	 	 Beneficiary



The word “Beneficiary” means any person designated by the Participant in
accordance with Section 10.9 (or automatically by operation of applicable Plan
provisions) to receive a death benefit payable under the terms of this Plan. A
person so designated shall not be considered a Beneficiary until the death of
the Participant.



	1.12	 	 Code



The word “Code” means the Internal Revenue Code of 1986, as amended, and
applicable regulations issued thereunder.


5






 



	1.13	 	 Combined Account



The term “Combined Account” means all of a Participant’s subaccounts under the
Plan, which may include one or more of the following separate bookkeeping
accounts, as applicable:



	(a)	 	An “Employee After-Tax Account” to which are credited:




	 	(1)	 	the Participant’s After-Tax Contributions made to the Plan
after the Effective Date; and
	 
	 	(2)	 	after-tax contributions made by the Participant to the New
Century Energies, Inc. Employees’ Savings and Stock Ownership Plan
prior to the Effective Date, to the extent said contributions were
not considered part of the employee stock ownership plan maintained
under said Predecessor Plan.




	(b)	 	An “Employee Pre-Tax Account” to which are credited:




	 	(1)	 	Pre-Tax Contributions made on the Participant’s behalf after
the Effective Date; and
	 
	 	(2)	 	pre-tax contributions made on behalf of the Participant under
a Predecessor Plan prior to the Effective Date.




	(c)	 	An “Employer Stock Match Account” to which are credited:




	 	(1)	 	Matching Contributions made on the Participant’s behalf under
the ESOP Component of the Plan after the Effective Date; and
	 
	 	(2)	 	matching contributions made on the Participant’s behalf under
the New Century Energies, Inc. Employees’ Savings and Stock
Ownership Plan for Non-Bargaining Unit Employees prior to the
Effective Date.




	(d)	 	An “Employer Cash Match Account” to which are credited:




	 	(1)	 	Matching Contributions made on the Participant’s behalf under
the Non-ESOP Component of the Plan after the Effective Date; and
	 
	 	(2)	 	matching contributions made on the Participant’s behalf under
the Xcel Energy Retirement Savings Plan prior to the Effective Date.




	(e)	 	An “ESOP Predecessor Plan Account” to which are credited
balances that previously were maintained for the Participant under a
predecessor plan (as described in the applicable Supplement hereto) and
that are to be invested in the ESOP Component of the Plan, as determined
by the Administrator.



6






 







	(f)	 	An “ESOP Profit Sharing Account” to which are credited the Profit Sharing
Contributions made on a Participant’s behalf under the ESOP Component of
the Plan after the Effective Date.
	 
	(g)	 	A “Predecessor Plan Account” to which are credited
balances that previously were maintained under a predecessor plan
(as described in the applicable Supplement hereto) and that are to be
invested in the Non-ESOP Component of the Plan, as determined by the
Administrator.
	 
	(h)	 	A “Profit Sharing Account” to which are credited the Profit Sharing
Contributions made on a Participant’s behalf under the Non-ESOP Component
of the Plan after the Effective Date.
	 
	(i)	 	A “Rollover Account” to which are credited Rollover Contributions made by
the Participant, rollover contributions made by the Participant under a
Predecessor Plan prior to the Effective Date.



Each of the aforementioned subaccounts shall also be credited with gains and
losses attributable to amounts credited thereto.
The Administrator may establish such other subaccounts of the Combined Account
as it deems appropriate.



	1.14	 	 Committee



The word “Committee” means the Committee, if any, appointed pursuant to Article
11 of the Plan.



	1.15	 	 Company



The word “Company” means Xcel Energy Inc., a Minnesota corporation, and its
successors in interest, as appropriate.



	1.16	 	 Company Stock



The term “Company Stock” shall mean common stock issued by the Company that is
readily tradable on an established securities market; provided, however, if the
Company’s common stock ceases to be readily tradable on an established
securities market, the term “Company Stock” shall mean common stock issued by
the Company having a combination of voting power and dividend rates equal to or
in excess of: (a) that class of common stock of the Company having the
greatest voting power and (b) that class of common stock of the Company having
the greatest dividend rights. Non-callable preferred stock shall be treated as
Company Stock for purposes of the Plan if such stock is convertible at any time
into stock that is readily tradable on an established securities market (or, if
applicable, that meets the requirements of (a) and (b) next above) and if such
conversion is at a conversion price that, as of the date of the acquisition by
the Plan, is reasonable. For purposes of the immediately preceding sentence,
preferred stock shall be treated as non-callable if, after the call, there will
be a reasonable opportunity for a conversion that meets the requirements of the
immediately preceding sentence. Company Stock shall be held under the Fund
only if such stock satisfies the requirements of Section 407(d)(5) of ERISA.


7






 



	1.17	 	 Covered Compensation
	 
	(a)	 	The term “Covered Compensation” means, for any period, the regular base
wages or salary, including any lump sum base pay increase, paid by an
Employer for service as an Eligible Employee during such period. Covered
Compensation also shall include any Pre-Tax Contributions or After-Tax
Contributions made pursuant to Article 3 and salary reduction
contributions under a cafeteria plan under Code Section 125 (including
amounts considered as “deemed 125 compensation” as provided in Revenue
Ruling 2002-27) or a qualified transportation fringe program under Code
Section 132(f) from such regular base wages or salary. Effective January
1, 2003, Covered Compensation also shall include deferred compensation.
	 
	(b)	 	Covered Compensation shall not include amounts paid by an Affiliate that
is not an Employer, amounts paid to an Employee for any period in which he
is not an Eligible Employee and, solely for the 2002 Plan Year, deferred
compensation (either when it is deferred or when it is paid).
	 
	(c)	 	In addition to other applicable limitations set forth in the Plan, and
notwithstanding any provision of the Plan to the contrary, the annual
Covered Compensation of each Employee taken into account under the Plan
shall not exceed $200,000, as adjusted from time to time by the
Commissioner for increases in the cost of living in accordance with Code
Section 401(a)(17)(B).
	 
	1.18	 	 Disability



The word “Disability” means the total and permanent disability of a Participant
occurring prior to such Participant’s Termination of Employment. A Participant
will be determined to be totally and permanently disabled if the Participant is
eligible to receive a disability benefit from a plan sponsored by the Company
or an Affiliate. Such determination shall be made by the Administrator in
accordance with standards that shall be applied uniformly to all Participants.



	1.19	 	 Effective Date



The term “Effective Date” shall mean January 1, 2002, the effective date of
this amendment and restatement of the Plan.



	1.20	 	 Elective Deferrals



The term “Elective Deferrals” means Pre-Tax Contributions and any other
elective deferrals as defined in Code Section 402(g)(3).



	1.21	 	 Eligible Employee
	 
	(a)	 	The term “Eligible Employee” means any Employee while employed by an
Employer with the exception of:



8






 







	 	(1)	 	a Bargaining Unit Employee, unless (and to the extent) such
collective bargaining agreement provides for participation of the
Employee in this Plan;
	 
	 	(2)	 	a nonresident alien while not receiving earned income (within
the meaning of Code Section 911(d)(2)) from an Employer which
constitutes income from sources within the United States;
	 
	 	(3)	 	an Employee employed in a division or facility of an Employer
which is not in existence on the Effective Date (that is, was
acquired, established, founded or produced by the liquidation or
similar discontinuation of a separate subsidiary after the Effective
Date) unless and to the extent the Administrator shall declare that
a person in such employment is an Eligible Employee;
	 
	 	(4)	 	an Employee whose employment began as a result of his
Employer’s acquisition by merger, asset purchase, or otherwise, of
all or a portion of a trade or business to which the person provided
services immediately prior to the acquisition, unless and to the
extent the Administrator shall declare that a person in such
employment is an Eligible Employee; and
	 
	 	(5)	 	an Employee who is not classified as a common law employee of
the Employer for purposes of both the Employer’s payroll and
personnel records, including, without limiting the generality of the
foregoing, a leased employee (within the meaning of Code Section
414(n)), leased owner, leased manager, shared employee, shared
leased employee, independent contractor, contract worker, agency
worker, freelance employee or other similar classification.




	(b)	 	The Employer’s classification of an individual at the time of inclusion
in or exclusion from Eligible Employee status shall be conclusive for the
purpose of the foregoing rules. No reclassification of an individual’s
status with the Employer, for any reason, without regard to whether it is
initiated by a court, governmental agency or otherwise and without regard
to whether or not the Employer agrees to such reclassification, shall
result in the individual’s being retroactively deemed an Eligible
Employee. Notwithstanding anything to the contrary in this provision,
however, the Administrator may declare that a reclassified individual will
be included as an Eligible Employee prospectively. Any uncertainty
concerning an individual’s classification shall be resolved by concluding
that the individual is not an Eligible Employee.
	 
	1.22	 	 Employee



The word “Employee” means a common law employee of an Employer or any
Affiliate.



	1.23	 	 Employer



The word “Employer” means (a) the Company, (b) any Affiliate of the Company
that participated in one of the Predecessor Plans immediately prior to the
Effective Date (or May 6, 2002, with respect to the Xcel Energy Employee Stock
Ownership Plan), or (c) any Affiliate of the Company that adopts the Plan after
the Effective Date with the approval of the Company


9






 


(pursuant to the adoption procedure set forth in Section 17.4, that has not
withdrawn from the Plan (pursuant to the withdrawal procedure also set forth in
Section 17.4).



	1.24	 	 ERISA



The term “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.



	1.25	 	 ESOP Accounts



The term “ESOP Accounts” means a Participant’s Employer Stock Match Account,
ESOP Predecessor Plan Account and ESOP Profit Sharing Account, all of which
shall be invested in the ESOP Component of the Plan.



	1.26	 	 ESOP Component



The term “ESOP Component” means the portion of the Plan that consists of the
ESOP Accounts and the Unreleased Share Account, is intended to constitute an
employee stock ownership plan designed to invest primarily in Company Stock,
and is intended to meet the applicable requirements of Code Sections 401(a),
409, and 4975(e)(7) and Section 407(d)(6) of the ERISA.



	1.27	 	 Financed Shares



The term “Financed Shares” means shares of Company Stock acquired by the
Trustee with the proceeds of an Acquisition Loan.



	1.28	 	 Former Participant



The term “Former Participant” means any person with an account balance under
the Plan (regardless of source) other than a person who is then an Eligible
Employee.



	1.29	 	 Fund



The word “Fund” means the trust fund established by the trust agreement(s) as
described in Article 7.



	1.30	 	 HCE
	 
	(a)	 	The term “HCE” means any Employee who:




	 	(1)	 	was a 5% owner (as defined in Code Section 416(i)(1)) of the
Company or an Affiliate at any time during the Plan Year or the
preceding Plan Year; or
	 
	 	(2)	 	for the preceding Plan Year, received Testing Compensation
from the Company or an Affiliate in excess of $85,000 (as adjusted
from time to time by the Commissioner for increases in the cost of
living in accordance with Code Section 414(q)(1)).



10






 







	(b)	 	With respect to a Plan Year being tested, the determination of who is an
HCE will be made in accordance with Code Section 414(q).
	 
	1.31	 	Investment Fund



The term “Investment Fund” means a portion of the Fund that is separately
invested in an investment alternative made available pursuant to Article 7.



	1.32	 	Limitation Year



The term “Limitation Year” means the calendar year, unless another consecutive
12-month period is adopted by the Administrator.



	1.33	 	 Matching Contributions



The term “Matching Contributions” means amounts contributed by the Employers
after the Effective Date on behalf of a Participant under Section 4.1.



	1.34	 	 Non-Bargaining Unit Employee



The term “Non-Bargaining Unit Employee” means an Employee who is not a
Bargaining Unit Employee.



	1.35	 	 Non-ESOP Accounts



The term “Non-ESOP Accounts” means a Participant’s Employee After-Tax Account,
Employee Pre-Tax Account, Employer Cash Match Account, Predecessor Plan
Account, Profit Sharing Account, and Rollover Account, all of which shall be
invested in the Non-ESOP Component of the Plan.



	1.36	 	 Non-ESOP Component



The term “Non-ESOP Component” means the portion of the Plan that consists of
the Non-ESOP Accounts and is intended to constitute a profit sharing plan with
a cash or deferred feature designed to satisfy the applicable requirements of
Code Sections 401(a) and 401(k).



	1.37	 	 NHCE



The term “NHCE” (an acronym for Non-Highly Compensated Employee) means any
Employee who is not a HCE during the applicable Plan Year.



	1.38	 	 Participant



The word “Participant” means an Eligible Employee or a Former Participant.


11






 



	1.39	 	 Pay Period; Pay Date



The term “Pay Period” means the applicable period for which Covered
Compensation is paid. The term “Pay Date” means the date upon which Covered
Compensation applicable to a Pay Period is regularly paid.



	1.40	 	 Plan



The word “Plan” means the Xcel Energy 401(k) Savings Plan, an amendment and
restatement of the Xcel Energy Retirement Savings Plan, effective as of January
1, 2002.



	1.41	 	 Plan Year



The term “Plan Year” means the calendar year.



	1.42	 	 Predecessor Plan



The term “Predecessor Plan” refers to any of the following:



	(a)	 	Xcel Energy Retirement Savings Plan,
	 
	(b)	 	New Century Energies, Inc. Employees’ Savings and Stock Ownership Plan
for Non-Bargaining Unit Employees, and
	 
	(c)	 	on and after May 6, 2002, Xcel Energy Employee Stock Ownership Plan.
	 
	1.43	 	 Pre-Tax Contributions



The term “Pre-Tax Contributions” means amounts deducted on a pre-tax basis from
a Participant’s Covered Compensation payable after the Effective Date and
contributed by an Employer on behalf of the Participant.



	1.44	 	 Profit Sharing Contribution



The term “Profit Sharing Contribution” means any amounts contributed after the
Effective Date by an Employer on behalf of a Participant under Section 4.2.



	1.45	 	 Related Company



The word “Related Company” means any Affiliate and any corporation or
unincorporated trade or business that would be an Affiliate if “more than 50%”
were substituted for “80%” where “80%” appears in Code Section 1563(a) or in
the regulations promulgated under Code Section 414(c).


12






 



	1.46	 	 Retirement



The word “Retirement” means the Termination of Employment of a Participant on
or after the date on which he attains age 65. For purposes of determining
eligibility for the Employer Matching Contribution under Section 4.1(g),
“Retirement” shall also mean “Early Retirement Age” under the Xcel Energy
Pension Plan or the Xcel Energy Inc. Non-Bargaining Pension Plan (South).



	1.47	 	 Rollover Contribution



The term “Rollover Contribution” means those cash contributions made by an
Eligible Employee after the Effective Date in accordance with Section 3.3 of
the Plan. Such contributions must be attributable to an amount distributable
from:



	(a)	 	a trust described in Code Section 401(a);
	 
	(b)	 	an annuity plan described in Code Section 403(a);
	 
	(c)	 	an individual retirement account or individual retirement annuity as
defined in Code Section 408;
	 
	(d)	 	an arrangement described in Code Section 403(b); or
	 
	(e)	 	an eligible deferred compensation plan described in Code Section 457(b)
that is maintained by an eligible employer described in Code Section
457(e)(1)(A);



provided that such amount is an eligible rollover distribution as such term is
defined in Code Section 402(c)(4). Notwithstanding the foregoing, a Rollover
Contribution shall not include after-tax contributions or amounts attributable
to such contributions.



	1.48	 	 Termination of Employment



The term “Termination of Employment” means an Employee’s resignation,
discharge, retirement, death, cessation of active work due to Disability,
failure to return to active work at the end of an authorized leave of absence
or the authorized extension or extensions thereof, failure to return to work
when duly called following a temporary layoff, or upon the happening of any
other event or circumstance which, under the applicable policy then in effect,
results in the termination of the employer-employee relationship; provided,
however, that a Termination of Employment shall not be deemed to occur upon a
transfer to an Affiliate, but will be deemed to occur upon a transfer to an
unaffiliated entity.



	1.49	 	 Testing Compensation



The term “Testing Compensation” means the gross amount paid to a Participant
during a Plan Year by the Participant’s Employer and any Affiliate that is
required to be reported on the “Wages, Tips and Other Compensation” Box on Form
W-2 or its successor, subject to the following:


13






 



	(a)	 	A Participant’s Testing Compensation shall include elective contributions
made on behalf of the Participant by an Employer or Affiliate which are
not included in gross income under Code Sections 125, 132(f), 402(a)(8),
402(h), or 403(b).
	 
	(b)	 	The annual Testing Compensation of each Participant shall be limited to
$200,000, as adjusted from time to time by the Commissioner for increases
in the cost of living in accordance with Code Section 401(a)(17)(B).
	 
	(c)	 	Notwithstanding the foregoing provisions of this Section, the
Administrator may for any Plan Year use any other definition of Testing
Compensation satisfying the requirements of Code Section 415(c).
	 
	1.50	 	 Trustee



The word “Trustee” means the trustee or trustees of the Fund at any time acting
under one or more trust agreements, as described in Article 7.



	1.51	 	 Unreleased Share Account



The term “Unreleased Share Account” shall mean an account established and
maintained by the Administrator, to reflect the Financed Shares acquired by the
Trustee with the proceeds of an Acquisition Loan, if any, before the transfer
of such Financed Shares to Participants’ ESOP Accounts, any cash dividends
attributable to such shares, and any investment income attributable to such
dividends.



	1.52	 	 Valuation Date



The term “Valuation Date” means each day the New York Stock Exchange is open
for business or such other times as may be agreed to in writing between the
Administrator and the Trustee.


14






 


ARTICLE 2: PARTICIPATION




	2.1	 	 Eligibility
	 
	(a)	 	Each Eligible Employee who was participating in a Predecessor Plan
immediately before the Effective Date shall continue to participate in the
Plan thereafter, subject to the terms of the Plan.
	 
	(b)	 	Each other Employee shall become a Participant in the Plan on the date he
first becomes an Eligible Employee.
	 
	2.2	 	 Transferred Employees
	 
	(a)	 	If an Employee is transferred to an Employer from an Affiliate that is
not an Employer, the Employee shall become a Participant upon his date of
transfer, provided he is then an Eligible Employee.
	 
	(b)	 	If a Participant is transferred to employment with an Affiliate that is
not an Employer (or a series of such Affiliates), he shall cease to be an
Eligible Employee under the Plan.
	 
	2.3	 	 Reemployment



If an Employee, after terminating employment with all Employers and Affiliates,
shall be rehired by an Employer as an Eligible Employee, he shall be eligible
to resume participation in the Plan upon his rehire.



	2.4	 	 Military Service



Notwithstanding any provision of the Plan to the contrary, Participants’
eligibility, vesting and benefit accrual shall satisfy the requirements of Code
Section 414(u).


15






 


ARTICLE 3: PARTICIPANT CONTRIBUTIONS




	3.1	 	 Pre-Tax and After-Tax Contributions
	 
	(a)	 	Subject to the limitations set forth herein, an Eligible Employee may
make the following elections:




	 	(1)	 	Pre-Tax Contributions in an amount not less than 1% nor more
than 20% (in multiples of 1%) of the Eligible Employee’s Covered
Compensation for the applicable Pay Period.
	 
	 	(2)	 	After-Tax Contributions in an amount not less than 1% nor
more than 10% (in multiples of 1%) of the Eligible Employee’s
Covered Compensation for the applicable Pay Period.




	(b)	 	An Eligible Employee who is a Bargaining Unit Employee may also make
After-Tax Contributions in the form of cash contributions, but such
contributions may be made only in the month of December or in the month of
the Eligible Employee’s Termination of Employment. December contributions
must be received by the Administrator in time to be processed by the last
Friday in December. Contributions in the last month of employment must be
received prior to Termination of Employment. Late contributions will be
returned to the Eligible Employee. After-Tax Contributions under this
subsection plus After-Tax Contributions under subsection (a)(1) above for
a Plan Year shall not exceed 10% of the Eligible Employee’s Covered
Compensation for the Plan Year.
	 
	(c)	 	The sum of an Eligible Employee’s Pre-Tax Contributions and After-Tax
Contributions for a Pay Period shall not exceed 20% of his Covered
Compensation for that Pay Period.
	 
	(d)	 	An Eligible Employee may change or terminate an election under this
Section as of any subsequent Pay Date or as soon as administratively
possible thereafter.
	 
	(e)	 	An Eligible Employee’s elections under this Section and all changes to
such elections, including the election to terminate contributions, shall
be made in accordance with procedures established by the Administrator,
and shall be effective as soon as administratively feasible after the
Eligible Employee files his election.
	 
	3.2	 	Time and Medium of Payment of Contributions



The Employers shall pay a Participant’s Pre-Tax Contributions and After-Tax
Contributions over to the Trustee in cash as soon as practicable after the Pay
Date on which the corresponding amounts would otherwise have been paid to the
Participant, but no later than the 15th business day of the next following
month.



	3.3	 	 Rollover Contributions



The Administrator may, under uniform rules applied on a consistent and
nondiscriminatory basis, permit the Trustee to accept a Rollover Contribution
on behalf of an Eligible Employee who is or


16






 


may become a Participant, provided, however, that in the opinion of the
Administrator or its legal counsel, the Rollover Contribution will not
jeopardize the tax-exempt status of the Plan or the Fund or create adverse tax
consequences for the Employers. The Administrator may require such evidence as
it deems appropriate to ensure that any such Rollover Contribution to the Plan
shall not adversely affect its tax-qualified status. If the Administrator
later determines that a contribution is not a valid Rollover Contribution, then
the amount of the invalid contribution, plus any earnings attributable thereto,
shall be distributed to the Employee. Rollover Contributions by Participants
who are not Eligible Employees shall be limited to amounts accrued under
tax-qualified retirement plans sponsored by the Company or an Affiliate and any
earnings attributable thereto.


17






 


ARTICLE 4: EMPLOYER CONTRIBUTIONS




	4.1	 	 Matching Contributions
	 
	(a)	 	Subject to the limitations set forth herein, for each Plan Year, the
Employers shall make a Matching Contribution to the Plan on behalf of each
eligible Participant who makes Pre-Tax Contributions during the Plan Year.
Except as provided in (d) below, the amount of this Matching Contribution
shall be determined as follows:




	 	(1)	 	For an eligible Participant who has elected to be covered
under the Pension Equity formula of the Xcel Energy Pension Plan or
the Xcel Energy Inc. Non-Bargaining Pension Plan (South), the
Matching Contribution formula is:
	 
	 	 	 	100% of the Participant’s Pre-Tax Contributions for such Plan Year
not in excess of 3% of the Participant’s Covered Compensation, plus
50% of the Participant’s Pre-Tax Contributions for such Plan Year
in excess of 3% of the Participant’s Covered Compensation but not
in excess of 5% of the Participant’s Covered Compensation.
	 
	 	(2)	 	For an eligible Participant who is not described in (1)
above, the Matching Contribution formula is:





	 	(A)	 	For a Bargaining Unit Employee: 100% of the
Participant’s Pre-Tax Contributions, up to a maximum Matching
Contribution of $900 in 2002, $1,050 in 2003, and $1,150 in
2004.
	 
	 	(B)	 	For a Non-Bargaining Unit Employee: 100% of the
Participant’s Pre-Tax Contributions, up to a maximum Matching
Contribution of $1,400.




	(b)	 	The Matching Contribution for Bargaining Unit Employees shall be made in
cash to the Non-ESOP Component of the Plan.
	 
	(c)	 	The Matching Contribution for Non-Bargaining Unit Employees shall be made
to the Non-ESOP Component of the Plan in cash or, at the Company’s
discretion, to the ESOP Component of the Plan either in the form of
Company Stock or in the form of cash to be invested in Company Stock.
	 
	(d)	 	Notwithstanding anything in (a) above to the contrary, the amount of
Matching Contributions made to the ESOP Component of the Plan for a Plan
Year shall be determined as follows:




	 	(1)	 	The amount described in subsection (a) above shall be
calculated for each Participant whose Matching Contribution will be
made to the ESOP Component of the Plan.



18






 







	 	(2)	 	The Plan Administrator shall next calculate the average price
of Company Stock for the Plan Year by determining the average of the
high and low sales prices of Company Stock on the twentieth day of
each month that Company Stock is traded (or the first business day
immediately following said day if said day is not a business day),
adding the price for each month together and then dividing the sum
of the monthly prices by 12.
	 
	 	(3)	 	The amount determined under subsection (1) for each
Participant shall then be divided by the average price determined
under subsection (2), and the result shall be the number of shares
of Company Stock to be contributed on the Participant’s behalf for
the Plan Year. The Company may obtain the required number of shares
of Company Stock through one or more of the following methods as it
determines in its discretion:




	 	(A)	 	Transfer of shares of Company Stock from the
Unreleased Share Account to the ESOP Component of the Fund
pursuant to Section 8.3.
	 
	 	(B)	 	Issuance of new shares, each of which shall be
assigned a cost value equal to the average of the high and low
sales prices of Company Stock on the day preceding the day the
shares are contributed to the Fund.
	 
	 	(C)	 	Payment of a cash contribution, the amount of
which shall be determined by multiplying the number of shares
determined under this subsection (3) by the average of the
high and low sales prices of Company Stock on the day
preceding the day the contribution is made to the Fund. Said
contribution shall then be applied to the purchase of Company
Stock.




	(e)	 	Notwithstanding the foregoing, designated officers of the Company may
increase or decrease once each year the contribution percentages set forth
in subsection (a) above based on profitability or such other reasons that
they deem appropriate, provided that such increase or decrease does not
exceed 1% of Participants’ Covered Compensation for the applicable year.
Moreover, designated officers of the Company may increase or decrease once
each year the maximum dollar amounts set forth in subsection (a) above as
they deem appropriate, provided that such increase or decrease does not
exceed 50% of the dollar amount in effect for the previous year. Any
increase or decrease under this subsection shall be effective before the
end of the Plan Year to which said increase or decrease applies.
	 
	(f)	 	Matching Contributions shall be made by the Employers following the last
day of the Plan Year, but in no event later than the due date of the
Company’s tax return (including extensions) for the Plan Year ending in
the taxable year of the Company to which such Matching Contributions
relate.
	 
	(g)	 	An individual must be an Employee of an Employer or an Affiliate (and not
a Bargaining Unit Employee on Seasonal Layoff status) on the last day of
the Plan Year to which a Matching Contribution relates to share in such
Matching Contribution. However, Participants who cease to be Employees
during the Plan Year by reason of death,



19






 







	 	 	Disability or Retirement shall be eligible to share in the Matching
Contribution for that Plan Year.
	 
	(h)	 	The Matching Contribution otherwise payable on behalf of a Participant
under this Section 4.1 for any Plan Year (or portion thereof) shall be
reduced by the matching contribution (if any) made on behalf of the
Participant under the Xcel Energy Employee Stock Ownership Plan for the
same Plan Year (or portion thereof).
	 
	4.2	 	 Discretionary Profit Sharing Contribution
	 
	(a)	 	Subject to the limitations set forth herein, the Employers may make a
Profit Sharing Contribution to the ESOP Component or the Non-ESOP
Component of the Plan for any Plan Year. The Board of Directors of the
Company, in its discretion, shall determine the amount of the Profit
Sharing Contribution. The Board of Directors of the Company also shall
determine, in its discretion, whether the Profit Sharing Contribution
shall be made under the ESOP Component of the Plan either in the form of
Company Stock or in cash to be invested in Company Stock, or whether the
Profit Sharing Contribution shall be made in cash under the Non-ESOP
Component of the Plan.
	 
	(b)	 	Profit Sharing Contributions to the Plan shall be made by the due date of
the Company’s tax return (including extensions) for the Plan Year ending
in the taxable year of the Company to which such Profit Sharing
Contributions relate.
	 
	(c)	 	The Employers shall make any Profit Sharing Contributions under the
Non-ESOP Component in the form of cash. The Employers shall make any
Profit Sharing Contributions under the ESOP Component in the form of
Company Stock or cash to be invested in Company Stock, as determined by
the Company in its sole discretion.
	 
	(d)	 	An individual must be an Employee of an Employer or an Affiliate on the
last day of a Plan Year to which a Profit Sharing Contribution relates in
order to share in such Profit Sharing Contribution. However, Participants
who cease to be Employees during the Plan Year by reason of death,
Disability or Retirement shall be eligible to share in the Profit Sharing
Contribution for that Plan Year. In its resolutions declaring a Profit
Sharing Contribution under the Plan, the Company may impose other
conditions upon eligibility to share in such Profit Sharing Contribution,
including without limitation a provision that the Profit Sharing
Contribution be allocated only to Participants at a certain division or
location.
	 
	(e)	 	Participants eligible to receive an allocation of the Profit Sharing
Contribution shall share in such contribution in proportion to their
relative amounts of Covered Compensation.
	 
	4.3	 	 Payment of Acquisition Loans; Company Loan Contributions
	 
	(a)	 	For each Plan Year during which an Acquisition Loan is outstanding, the
Trustee may use any Employer contributions made for such Plan Year under
the ESOP Component of the Plan to make principal and interest payments
then due on the Acquisition Loan(s) outstanding at the end of such Plan
Year.



20






 







	(b)	 	Subject to the conditions and limitations of the Plan, if, as of the end
of the applicable Plan Year: (1) an Acquisition Loan remains outstanding
and (2) the sum of dividends applied for the Plan Year pursuant to Section
8.4 and any contributions applied for the Plan Year pursuant to subsection
(a) above is insufficient to enable the Trustee to pay the principal and
interest due under such Acquisition Loan for such Plan Year, then the
Company shall make an additional “Company Loan Contribution” to the
Trustee for that Plan Year, in an aggregate amount equal to the amount of
the insufficiency described herein. Any Company Loan Contribution under
the Plan for any Plan Year shall be paid to the Trustee in cash on the
last day of the applicable Plan Year or as soon as practicable after the
end of such Plan Year.
	 
	4.4	 	 Reinstatements



In addition to the contributions otherwise provided for in this Article 4, the
Employers shall contribute such additional amounts as are required for
reinstatement of any accounts in accordance with Section 10.6.


21






 


ARTICLE 5: VESTING



A Participant’s Combined Account shall at all times be fully vested and
nonforfeitable except as specified in any Supplement to the Plan.



22










 



ARTICLE 6: LIMITATIONS ON CONTRIBUTIONS




	6.1	 	Priority



Determinations under this Article shall be made in the following order:



	(a)	 	Excess Elective Deferrals under Section 6.2,
	 
	(b)	 	If required to satisfy Code Section 401(k) because the requirements of
Code Section 401(k)(12) have not been met, Excess Contributions under
Section 6.3, and
	 
	(c)	 	If required to satisfy Code Section 401(m) because the requirements of
Code Section 401(m)(11) have not been met, Excess Aggregate Contributions
under Section 6.4.



The amount of Excess Contributions shall be reduced by Excess Elective
Deferrals previously distributed to a Participant for the Participant’s taxable
year ending with or within the applicable Plan Year.



	6.2	 	Limitation on Elective Deferrals
	 
	(a)	 	Notwithstanding any provision of the Plan to the contrary, Elective
Deferrals made on behalf of a Participant in any calendar year under the
Plan and all plans, contracts or arrangements maintained by the Company, a
Related Company, or any other employer shall not exceed $11,000, as such
amount may be adjusted in accordance with Code Section 402(g), the
provisions of which are hereby incorporated by reference. Elective
Deferrals in excess of the foregoing limitation shall be referred to in
this Section as “Excess Elective Deferrals.” In the event a Participant
has Excess Elective Deferrals attributable solely to the Participant’s
Elective Deferrals under this Plan in any calendar year, the Participant’s
Excess Elective Deferrals, increased by any income and decreased by any
losses attributable thereto, shall be distributed to the Participant no
later than April 15 of the following calendar year.
	 
	(b)	 	If a Participant also participates in other plans, contracts or
arrangements subject to the limitation set forth in Section 6.2(a) above
and has made Excess Elective Deferrals for any calendar year under this
Plan when combined with all other such plans, contracts or arrangements,
the Participant may notify the Administrator in writing no later than
March 1 of the following calendar year of the amount of Elective Deferrals
made under the Plan that constitute Excess Elective Deferrals. Upon such
timely notification by a Participant, the Plan shall distribute such
Excess Elective Deferrals, increased by any income and decreased by any
losses attributable thereto, no later than the April 15 of such following
calendar year; provided, however, that in no event may a Participant
receive from the Plan a distribution of Excess Elective Deferrals for a
calendar year in an amount exceeding the Participant’s total Elective
Deferrals under the Plan for such calendar year.
	 
	(c)	 	The determination of the income and loss allocable to Excess Elective
Deferrals shall be made in accordance with Code Section 402(g), as they
may be amended from time to



23






 







	 	 	time. Income and loss allocable to the period between the end of the
applicable Plan Year and the date of distribution shall be disregarded.
	 
	(d)	 	The amount of Excess Elective Deferrals that may be distributed to a
Participant for a calendar year pursuant to this Section 6.2 shall be
reduced by any Excess Contributions (as defined in Section 6.3(d))
previously distributed with respect to the Participant for the Plan Year
beginning with or within such calendar year. In the event of a reduction
under this Section 6.2(d), the amount of Excess Contributions included in
the gross income of the Participant and reported as a distribution of
Excess Contributions shall be reduced by the amount of the reduction under
this Section 6.2(d).
	 
	(e)	 	Notwithstanding any other provision of the Plan, to the extent that
Excess Elective Deferrals are distributed to a Participant under this
Section 6.2, all corresponding Matching Contributions (increased by any
income and decreased by any losses attributable thereto), if any, shall be
forfeited at the time of such distribution and shall be applied to reduce
the Employers’ future contributions to the Plan.
	 
	(f)	 	Excess Elective Deferrals and income allocable thereto that are
distributed to a Participant in accordance with this Section 6.2 shall not
be treated as an Annual Addition to the Participant’s Combined Account for
purposes of the limitations set forth in Section 6.5.
	 
	6.3	 	ADP Limitation
	 
	(a)	 	Notwithstanding any other provision of the Plan, in each Plan Year, the
ADP for the group of eligible HCEs shall satisfy one of the following
tests:




	 	(1)	 	The ADP for the group of eligible HCEs for that Plan Year
shall not exceed the ADP for the group of eligible NHCEs for that
same Plan Year multiplied by 1.25, or
	 
	 	(2)	 	The ADP for the group of eligible HCEs for that Plan Year
shall not exceed the ADP for the group of eligible NHCEs for that
same Plan Year multiplied by 2.0, and shall not exceed the ADP for
the group of eligible NHCEs by more than 2 percentage points.




	 	 	The determination of whether the Plan satisfies the requirements of this
Section 6.3(a) shall be made in accordance with Code Section 401(k)(3)
(including Treasury Regulations Section 1.401(k)-1(b)), as they may be
amended from time to time, the provisions of which are hereby
incorporated by reference and shall override the provisions of the Plan
to the extent inconsistent therewith. Bargaining Unit Employees shall be
disaggregated for testing purposes as required by the Code. In
addition, the ESOP Component of the Plan shall be disaggregated from the
Non-ESOP Component of the Plan.
	 
	(b)	 	If, during a Plan Year, it is determined that an HCE’s Actual Deferral
Ratio would cause the Plan to exceed the maximum permissible ADP specified
in Section 6.3(a) above for



24






 







	 	 	the Plan Year, then the Administrator may, to the extent the
Administrator deems it reasonably necessary to prevent the Plan from
failing the requirements of Section 6.3(a), reduce the Pre-Tax
Contributions of such eligible HCEs in accordance with rules established
and uniformly applied by the Administrator that are consistent with the
Code.
	 
	(c)	 	In the event that the Plan fails to satisfy the requirements set forth in
Section 6.3(a) above for any Plan Year, then the “Excess Contributions”
(determined as set forth in Section 6.3(d)) and any income or loss
allocable thereto shall be distributed as set forth in Section 6.3(e)
within two and one-half months following the Plan Year for which such
Excess Contributions were made, but in no event later than the close of
the Plan Year following the Plan Year in which such Excess Contributions
were made. The determination of the income and loss allocable to Excess
Contributions shall be made in accordance with Code Section 401(k).
Income and loss allocable to the period between the end of the applicable
Plan Year and the date of distribution shall be disregarded.
	 
	(d)	 	Excess Contributions shall mean, with respect to any Plan Year, the excess
of:




	 	(1)	 	the aggregate amount of Pre-Tax Contributions taken into
account in computing the ADP of eligible HCEs for such Plan Year,
over
	 
	 	(2)	 	the maximum amount of Pre-Tax Contributions permitted by
Section 6.3(a). Such maximum amount of Pre-Tax Contributions shall
be determined by reducing (not distributing) the Pre-Tax
Contributions of eligible HCEs as follows:




	 	(A)	 	The Pre-Tax Contributions made by the eligible
HCE who has the highest Actual Deferral Ratio shall be reduced
by the amount required to cause such eligible HCE’s Actual
Deferral Ratio to equal the next highest Actual Deferral Ratio
of an eligible HCE.
	 
	 	(B)	 	If neither of the tests in Section 6.3(a) is
satisfied after such reduction, the Pre-Tax Contributions made
by the eligible HCEs who then have the highest Actual Deferral
Ratio (including those eligible HCEs whose Pre-Tax
Contributions were reduced under (A) above) shall be reduced
by the amount required to cause such eligible HCEs’ Actual
Deferral Ratios to equal the next highest Actual Deferral
Ratio of an eligible HCE.
	 
	 	(C)	 	If neither of the tests in Section 6.3(a) is
satisfied after such reduction, this method of reduction shall
be repeated one or more additional times until one of the
tests is satisfied.




	(e)	 	The amount of Excess Contributions to be distributed on behalf of each
eligible HCE for the Plan Year shall be equal to the amount of reduction
determined as follows:




	 	(1)	 	The Pre-Tax Contributions made by the eligible HCE who has
the highest dollar amount of such contributions shall be reduced by
the amount required to cause such eligible HCE’s Pre-Tax
Contributions to equal the next highest dollar amount contributed by
eligible HCEs.



25






 







	 	(2)	 	If any Excess Contributions remain after performing (1), then
the eligible HCEs who have the next highest dollar amount of Pre-Tax
Contributions (including those eligible HCEs reduced under (1)
above) shall be reduced by the amount required to cause such
eligible HCEs’ Pre-Tax Contributions to equal the next highest
dollar amount contributed by eligible HCEs.
	 
	 	(3)	 	If any Excess Contributions remain after performing (1) and
(2), this method of reduction shall be repeated one or more
additional times until no Excess Contributions remain.




	 	 	Provided, however, if the total amount of reduction determined in (1),
(2) and (3) would be greater than the amount of Excess Contributions,
then the final reduction amount shall be decreased so that the total
amount of reductions equals the amount of Excess Contributions.
	 
	(f)	 	The amount of Excess Contributions to be distributed under this Section
6.3 with respect to a HCE for a Plan Year shall be reduced by the amount
of Excess Elective Deferrals previously distributed to the HCE for the
calendar year ending with or within the Plan Year.
	 
	(g)	 	Notwithstanding any other provision of the Plan, to the extent that
Excess Contributions are distributed to a Participant under this Section
6.3, all corresponding Matching Contributions (increased by any income and
decreased by any losses attributable thereto), if any, shall be forfeited
at the time of such distribution and applied to reduce the Employers’
future contributions to the Plan.
	 
	(h)	 	If neither of the tests set forth in Section 6.3(a) has been satisfied
and a distribution of Excess Contributions has not been made pursuant to
Section 6.3(c), then the Employers shall make a discretionary contribution
for the applicable Plan Year. Only those Participants who were not
eligible HCEs for that Plan Year and for whom Pre-Tax Contributions were
made pursuant to Article 3 for such Plan Year shall share in such
allocation. This allocation shall be made first to the Participant with
the least amount of Testing Compensation and then, in ascending order of
Testing Compensation, to other Participants. The amount of the Employer
discretionary contribution to be so allocated shall be that amount
required to cause the Plan to satisfy either of the tests set forth in
Section 6.3(a) for the Plan Year. Such Employer discretionary
contribution shall be treated as an elective contribution subject to
Treasury Regulations Section 1.401(k)-1(b)(5), which is incorporated
herein. The Employer discretionary contribution that is so allocated to a
Participant shall be allocated to that Participant’s Combined Account for
the Plan Year with respect to which it is made. Employer discretionary
contributions under this paragraph shall comply with the distribution
requirements of Code Section 401(k)(2)(B).
	 
	6.4	 	ACP Limitation
	 
	(a)	 	Notwithstanding any other provision of the Plan, in each Plan Year, the
ACP for the group of eligible HCEs shall satisfy one of the following
tests:



26






 







	 	(1)	 	The ACP for the group of eligible HCEs shall not exceed the
ACP for the group of eligible NHCEs for that same Plan Year
multiplied by 1.25, or
	 
	 	(2)	 	The ACP for the group of eligible HCEs shall not exceed the
ACP for the group of eligible NHCEs for that same Plan Year
multiplied by 2.0, and shall not exceed the ADP for the group of
eligible NHCEs by more than 2 percentage points.




	 	 	The determination of whether the Plan satisfies the requirements of this
Section 6.4(a) shall be made in accordance with Code Section 401(m)
(including, without limitation, Treasury Regulations Section
1.401(m)-1(b)), as they may be amended from time to time, the provisions
of which are hereby incorporated by reference and shall override the
provisions of the Plan to the extent inconsistent therewith. Bargaining
Unit Employees shall be disaggregated for testing purposes as required by
the Code. In addition, the ESOP Component of the Plan shall be
disaggregated from the Non-ESOP Component of the Plan.
	 
	(b)	 	If, during a Plan Year, it is determined that a HCE’s Actual Contribution
Ratio would cause the Plan to exceed the maximum permissible ACP specified
in Section 6.4(a) above for the Plan Year, then the Administrator may, to
the extent necessary to prevent the Plan from failing the requirements of
Section 6.4(a), reduce the After-Tax Contributions of such eligible HCEs
in accordance with rules established and uniformly applied by the
Administrator that are consistent with the Code.
	 
	(c)	 	In the event that the Plan exceeds the limitations set forth in Section
6.4(a) above for any Plan Year, then the “Excess Aggregate Contributions”
(determined as set forth in Section 6.4(d)) and any income or loss
allocable thereto shall be distributed as set forth in Section 6.4(e)
within two and one-half months following the Plan Year for which such
Excess Aggregate Contributions were made, but in no event later than the
close of the Plan Year following the Plan Year in which such Excess
Aggregate Contributions were made. The determination of the income and
loss allocable to Excess Aggregate Contributions shall be made in
accordance with Code Section 401(m). Income and loss allocable to the
period between the end of the applicable Plan Year and the date of
distribution shall be disregarded.
	 
	(d)	 	Excess Aggregate Contributions shall mean, with respect to any Plan Year,
the excess of:




	 	(1)	 	the aggregate amount of Matching Contributions and After-Tax
Contributions taken into account in computing the ACP of eligible
HCEs for such Plan Year, over
	 
	 	(2)	 	the maximum amount of Matching Contributions and After-Tax
Contributions permitted by Section 6.4(a). Such maximum amount of
Matching Contributions and After-Tax Contributions shall be
determined by reducing (not distributing) eligible HCEs’
contributions as follows:




	 	(A)	 	The After-Tax Contributions and Matching
Contributions for the eligible HCE who has the highest Actual
Contribution Ratio shall be reduced by



27






 







	 	 	 	the amount required to cause such eligible HCE’s Actual
Contribution Ratio to equal the next highest Actual
Contribution Ratio of an eligible HCE.
	 
	 	(B)	 	If neither of the tests in Section 6.4(a) is
satisfied after such reduction(s), the After-Tax Contributions
and Matching Contributions for eligible HCEs who then have the
highest Actual Contribution Ratios (including those reduced
under (A) above) shall be reduced by the amount required to
cause such eligible HCEs’ Actual Contribution Ratios to equal
the next highest Actual Contribution Ratio of an eligible HCE.
	 
	 	(C)	 	If neither of the tests in Section 6.4(a) is
satisfied after such reductions, this method of reduction
shall be repeated one or more additional times until one of
the tests is satisfied.




	(e)	 	The amount of Excess Aggregate Contributions to be distributed on behalf
of each eligible HCE for the Plan Year shall be equal to the amount of
reduction determined as follows:




	 	(1)	 	The After-Tax Contributions of the eligible HCE who has the
highest dollar amount of such contributions shall be reduced by the
amount required to cause such eligible HCE’s After-Tax Contributions
to equal the next highest dollar amount of After-Tax Contributions
allocated to eligible HCEs.
	 
	 	(2)	 	If any Excess Aggregate Contributions remain after performing
(1), then the eligible HCEs who have the next highest dollar amount
of After-Tax Contributions (including those reduced under (1) above)
shall be reduced by the amount required to cause such eligible HCEs’
After-Tax Contributions to equal the next highest dollar amount
allocated to eligible HCEs.
	 
	 	(3)	 	If any Excess Aggregate Contributions remain after performing
(1) and (2), this method of reduction shall be repeated one or more
additional times until no Excess Aggregate Contributions remain or
until HCE After-Tax Contributions have been reduced to zero.
	 
	 	(4)	 	If any Excess Aggregate Contributions remain after HCE
After-Tax Contributions have been reduced to zero, the Matching
Contributions of the eligible HCE who has the highest dollar amount
of Matching Contributions shall be reduced by the amount required to
cause such eligible HCE’s Matching Contributions to equal the dollar
amount of Matching Contributions allocated to the eligible HCE with
the next highest dollar amount of Matching Contributions.
	 
	 	(5)	 	If any Excess Aggregate Contributions remain after performing
(4), this method of reduction shall be repeated one or more
additional times until no Excess Aggregate Contributions remain.




	 	 	Provided, however, if the total amount of reduction determined in (1)
through (5) would be greater than the amount of Excess Aggregate
Contributions, then the final reduction



28






 







	 	 	amount shall be decreased so that the total amount of reductions equals
the amount of Excess Aggregate Contributions.
	 
	(f)	 	If neither of the tests set forth in Section 6.4(a) has been satisfied
and a distribution of Excess Aggregate Contributions has not been made
pursuant to Section 6.4(c), then the Employers shall make an additional
matching contribution for the applicable Plan Year. Only those
Participants who were not eligible HCEs for that Plan Year and who were
entitled to receive an Employer matching contribution shall share in such
allocation. This allocation shall be made first to the Participant with
the least amount of Testing Compensation and then, in ascending order of
Testing Compensation, to other Participants. The amount of the Employer
matching contribution to be so allocated shall be that amount required to
cause the Plan to satisfy either of the tests set forth in Section 6.4(a)
for the Plan Year. The Employer matching contribution that is so
allocated to a Participant shall be credited to that Participant’s
Combined Account for the Plan Year with respect to which it is made.
Employer matching contributions under this paragraph shall comply with the
distribution requirements of Code Section 401(k)(2)(B).
	 
	6.5	 	Maximum Limitations on Annual Additions
	 
	(a)	 	Notwithstanding any Plan provision to the contrary, Annual Additions
credited under the Plan and all other defined contribution plans
maintained by the Company or a Related Company with respect to each
Participant for any Limitation Year shall not exceed the lesser of:




	 	(1)	 	$40,000, as adjusted from time to time by the Commissioner
for increases in the cost of living in accordance with Code Section
415, or
	 
	 	(2)	 	100% of the Participant’s Testing Compensation for such
Limitation Year.




	(b)	 	In the event that Employer contributions are applied to the repayment of
an Acquisition Loan and shares of Company Stock are released from the
Unreleased Share Account and allocated to Participants’ ESOP Accounts,
each Participant’s Annual Addition for a Limitation Year based on the
allocated shares of Company Stock shall be calculated as the lesser of:
(1) the amount of contributions credited to the Participant’s Combined
Account, or (2) the fair market value of Company Stock credited to the
Participant’s Combined Account.
	 
	(c)	 	If the Annual Additions credited under the Plan with respect to a
Participant for any Limitation Year exceed the limitations of Section
6.5(a) as a result of the allocation of forfeitures, a reasonable error in
estimating the Participant’s Testing Compensation, a reasonable error in
determining the amount of Elective Deferrals that the Participant may
contribute or any other circumstance permitted pursuant to the regulations
and rulings promulgated under Code Section 415, then the Participant’s
Annual Additions shall be adjusted in the following sequence, but only to
the extent necessary to satisfy the limitations of Section 6.5(a):



29






 







	 	(1)	 	After-Tax Contributions made by the Participant for the
Limitation Year which constitute excess Annual Additions, and any
income allocable thereto, shall be distributed to the Participant.
	 
	 	(2)	 	Pre-Tax Contributions made by the Participant for the
Limitation Year which constitute excess Annual Additions and which
are not eligible to be matched by the Employers under Section 4.1
shall be distributed to the Participant along with income allocable
thereto.
	 
	 	(3)	 	Pre-Tax Contributions made by the Participant for the
Limitation Year which constitute excess Annual Additions and which
are eligible to be matched by the Employers under Section 4.1 shall
be distributed to the Participant along with income allocable
thereto. To the extent matched Pre-Tax Contributions are
distributed, any Matching Contributions made with respect thereto
shall be forfeited.
	 
	 	(4)	 	If, after the adjustments in subsections (1) through (3), the
Annual Additions with respect to the Participant for the Limitation
Year still exceed the limitations set forth in Section 6.5(a) above,
such excess amounts shall be used to reduce Employer contributions
for the Participant for the next Limitation Year (and succeeding
Limitation Years, as necessary) if the Participant is covered by the
Plan at the end of the Limitation Year. If the Participant is not
covered by the Plan as of the end of the Limitation Year, then the
excess amounts shall be held unallocated in a suspense account for
the Limitation Year and allocated and reallocated in the next
Limitation Year to all of the remaining Participants, but only to
the extent that such allocation or reallocation would not cause the
Annual Additions to such Participants to violate the limitations of
Code Section 415 for such Limitation Year. If a suspense account is
in existence at any time during a Limitation Year, all amounts in
the suspense account must be allocated or reallocated before any
Employer contributions or Participant contributions which would
constitute Annual Additions may be made to the Plan for the
Limitation Year (and succeeding Limitation Years, as necessary) in
accordance with the rules set forth in Treasury Regulations Section
1.415-6(b)(6)(i). If a suspense account is in effect, it shall
share in investment gains or losses.




	(d)	 	If a Participant also participates in any other defined contribution plan
or plans maintained by the Company or a Related Company which are subject
to the limitation set forth in Section 6.5(a) above and, as a result, such
limitation would be exceeded with respect to the Participant in any
Limitation Year, any reduction or other permissible method necessary to
ensure compliance with such limitation first shall be made under such
other plan or plans in accordance with the terms thereof. If, after such
correction, a further reduction is necessary to ensure that the limitation
set forth in Section 6.5(a) above is not exceeded, Annual Additions
credited under the Plan with respect to the Participant shall be reduced
in accordance with the provisions of this Section 6.5.
	 
	(e)	 	If no more than one-third of Employer contributions to the Plan for a
year are allocated to HCEs, the limitations imposed by this Section 6.5
and Code Section 415 shall not apply to:



30






 







	 	(1)	 	forfeitures of Company Stock to the extent such Company Stock
was acquired with the proceeds of an Acquisition Loan, or
	 
	 	(2)	 	Employer contributions that are deductible under Code Section
404(a)(9)(B) and charged against the Participant’s Combined Account.




	(f)	 	The determination of whether the Plan satisfies the requirements of this
Section 6.5 with respect to a Participant shall be made in accordance with
Code Section 415, the provisions of which are hereby incorporated by
reference and shall override the provisions of the Plan to the extent
inconsistent therewith.
	 
	6.6	 	Deduction Limitation
	 
	(a)	 	In no event shall the contributions for any Plan Year, either separately
or when combined with the contributions of the Employers under all other
qualified retirement plans of the Employers, exceed the amount allowable
as a deduction for Federal income tax purposes.
	 
	(b)	 	If any contribution required to be made pursuant to Article 4 would cause
the limitation of subsection (a) above to be exceeded in any Plan Year,
then such contribution shall not be made and, to the extent not made, any
Participant’s agreement to reduce his cash remuneration in consideration
thereof shall be deemed null and void.



31






 






ARTICLE 7: THE FUND AND INVESTMENTS




	7.1	 	Trust Fund
	 
	(a)	 	The Fund shall consist of all Plan assets held by the Trustee from time
to time.
	 
	(b)	 	The Employers shall have no right, title or interest in the assets of the
Fund, except as may be provided in a pledge agreement entered into between
the Company and the Trustee in connection with an Acquisition Loan. No
part of the assets of the Fund at any time will revert or will be repaid
to the Employers, directly or indirectly, except as follows:




	 	(1)	 	A contribution that is made by an Employer by a mistake of
fact may be returned to the Employer within one year after the
payment of the contribution.
	 
	 	(2)	 	A contribution that is conditioned upon its deductibility
under Code Section 404 may be returned to an Employer, to the extent
that the contribution is disallowed as a deduction, within one year
after such disallowance.
	 
	 	(3)	 	If there is a default on an Acquisition Loan, the Company may
exercise its rights under the aforementioned pledge agreement with
respect to the shares of Company Stock subject to the pledge
agreement (including, but not limited to, the sale of pledged
shares, the transfer of pledged shares to the Company, and the
registration of pledged shares in the Company’s name).




	 	 	If a contribution is to be returned to an Employer pursuant to subsection
(1) or (2) above, attributable earnings shall not be returned, but losses
attributable to the contribution shall reduce the amount returned to the
Employer.
	 
	7.2	 	Investment Funds in the Non-ESOP Component and the ESOP Component
	 
	(a)	 	The Non-ESOP Component of the Fund shall be subdivided into Investment
Funds, which shall include a broad range of investment alternatives within
the meaning of Section 404(c) of ERISA, and shall provide each Participant
or Beneficiary a reasonable opportunity to materially affect the potential
return on amounts in such Participant’s Non-ESOP Accounts and the degree
of risk to which such amounts are subject. The Investment Funds shall
give each Participant or Beneficiary a reasonable opportunity to choose
from at least three investment alternatives:




	 	(1)	 	each of which is diversified,
	 
	 	(2)	 	each of which has materially different risk and return
characteristics,
	 
	 	(3)	 	which, in the aggregate, enable the Participant or
Beneficiary, by choosing among them, to achieve a portfolio with
aggregate risk and return characteristics at any point within the
range normally appropriate for the Participant or Beneficiary, and



32






 







	 	(4)	 	each of which, when combined with investments in the other
alternatives, tends to minimize through diversification the overall
risk to a Participant’s or Beneficiary’s portfolio.




	(b)	 	One of the Investment Funds under the Non-ESOP Component shall be a fund
invested primarily in Company Stock, which investment fund shall be
referred to herein as the Non-ESOP Company Stock Fund.
	 
	(c)	 	One of the Investment Funds under the Non-ESOP Component shall be a
brokerage account through which a Participant can invest in one or more
specified mutual funds. If a Participant elects this Investment Fund, his
account shall be charged the commissions and other costs associated with
the brokerage account.
	 
	(d)	 	The portion of the Fund constituting the ESOP Component shall be invested
primarily in Company Stock. Company Stock allocated to Participants’ ESOP
Accounts in the ESOP Component shall be held in an Investment Fund
referred to herein as the ESOP Company Stock Fund.
	 
	(e)	 	Notwithstanding the foregoing, the Fund may retain such investments of
another nature or cash balances as may be needed in order to effect
distributions or to meet other administrative requirements of the Plan.
	 
	7.3	 	Participants’ Designation of Investments Funds
	 
	(a)	 	Each Participant shall be entitled to designate the percentage (in
multiples of 1%) of his future Pre-Tax Contributions, After-Tax
Contributions and Rollover Contributions that shall be allocated to each
Investment Fund in the Non-ESOP Component. A Participant shall make a
single designation to apply to the total of Pre-Tax and After-Tax
Contributions, and a separate designation to apply to any Rollover
Contributions made under the Plan. If a Participant fails to make any
such designation, the Participant’s contributions shall be invested in the
Investment Fund specified by the Administrator.
	 
	(b)	 	Profit Sharing Contributions and Matching Contributions made on a
Participant’s behalf under the Non-ESOP Component of the Plan shall be
invested initially in the same manner as elected by the Participant
relative to his Pre-Tax and After-Tax Contributions or, in the absence of
such an election, in the Investment Fund specified by the Administrator.
	 
	(c)	 	Each Participant shall be entitled to transfer a percentage (in multiples
of 1%) of his non-ESOP Accounts held in an Investment Fund to any of the
other available Investment Funds. The Administrator may prescribe rules
limiting the availability of an Investment Fund to specified Non-ESOP
Accounts (or portions thereof).
	 
	(d)	 	The designation of the allocation of contributions and transfers to the
Investment Funds is subject to the procedural rules established by the
Administrator from time to time, including the following:



33






 







	 	(1)	 	Designations and transfers shall be made or changed upon such
advance notice, and in such form and manner, as the Administrator
shall prescribe by rule established and applied on a uniform and
nondiscriminatory basis to all Participants similarly situated.
	 
	 	(2)	 	Designations made under this Section 7.3 regarding the
investment of contributions shall continue in effect until changed
by filing a new designation in accordance with this Section 7.3.




	(e)	 	A Participant who has elected to diversify a portion of his ESOP Accounts
by transfer to the Non-ESOP Component shall be permitted to make transfers
among the available Investment Funds in the same manner as such transfers
are made with respect to the Participant’s Non-ESOP Accounts.
	 
	7.4	 	Investments in Company Stock under the ESOP Component



Employer contributions under the ESOP Component of the Plan shall be invested
in shares of Company Stock. In addition, certain participant and company
contributions made under an employee stock ownership feature of a Predecessor
Plan shall be invested in Company Stock under the ESOP Component of the Plan.



	7.5	 	Diversification of ESOP Accounts



Each Participant who has attained age 55 years (a “Qualified Participant”) may
elect during each of the Participant’s Qualified Election Periods (as defined
below) to diversify a portion of the Qualified Participant’s ESOP Account
balances eligible for diversification (as described below), by: (i)
transferring the applicable amount to one or more of the available Investment
Funds in the Non-ESOP Component, or (ii) receiving a distribution of the
applicable amount, which distribution shall be paid in cash unless the
Qualified Participant elects to receive distribution in shares of Company
Stock.



	(a)	 	The portion of a Qualified Participant’s ESOP Account balances subject to
diversification
shall equal 25 percent of the Participant’s ESOP Accounts (excluding any
ESOP
Predecessor Accounts attributable to the Participant’s after-tax
contributions to a
Predecessor Plan). However, for the Plan Year in which the Participant
attains age 60
years, “50 percent” shall replace “25 percent” in the next preceding
sentence, and
beginning with the Plan Year in which the Participant attains age 61
years, “100 percent” shall replace “25 percent” in the next preceding sentence.
In any one election, a
Qualified Participant may diversify the entire remaining portion of his
ESOP Account
balances eligible for diversification or a part of such diversifiable
portion equal to any
whole percentage of five percent or more of his ESOP Account balances
eligible for
diversification.
	 
	(b)	 	For purposes of this Section, a “Qualified Election Period” means:
(1) the 90-day period
immediately following the last day of the first Plan Year in which the
Participant becomes a Qualified Participant, and (2) the 90-day period
immediately following the last day of each subsequent Plan Year, and (3)
solely with respect to the Plan Year in which



34






 







	 	 	the Participant attains age 61, each Valuation Date within the Plan Year.
Any election made in accordance with subsection (a) next above with
respect to any Qualified Election Period shall be implemented no later
than 90 days after the end of such Qualified Election Period, or as soon
as administratively feasible thereafter, and shall be based on the
Participant’s ESOP Account balances eligible for diversification as of
the most recent Valuation Date.
	 
	(c)	 	The provisions of this Section shall not apply to any Participant if the
value of the
participant’s ESOP Accounts eligible for diversification (determined as
of the regular
Valuation Date immediately preceding the first day on which the
Participant would
otherwise be entitled to make an election under this Section) is $500
or less.
	 
	7.6	 	Beneficiaries



A Beneficiary who is entitled to installment or other deferred distribution of
any interest in the Fund shall be entitled to designate the portion of the
Non-ESOP Accounts to be allocated to each Investment Fund in the same manner as
prescribed above in this Article 7, as if he were a Participant.


35






 


ARTICLE 8: ACCOUNTING




	8.1	 	Valuation of Investment Funds and Adjustment of Non-ESOP Accounts
	 
	(a)	 	A Participant’s interest in his Non-ESOP Accounts as of any Valuation
Date shall consist of the sum of the values of his then interest in each
Investment Fund in the Non-ESOP Component of the Plan.
	 
	(b)	 	Unit values shall be established for the Investment Funds, and
Participants’ Non-ESOP Accounts shall be maintained in terms of such unit
values, all in accordance with such rules and procedures as the
Administrator shall establish. The value of a Participant’s interest in
each Investment Fund (or any portion thereof) at any time shall be an
amount equal to the then value of a unit in such Investment Fund (or any
portion thereof) multiplied by the number of units then credited to the
Participant.
	 
	(c)	 	Each Participant’s interest in each Investment Fund shall be adjusted as
of each Valuation Date to reflect his proportionate share of the total
value of such Investment Fund, based upon his balance in such Investment
Fund as of the immediately preceding Valuation Date, as adjusted for
subsequent additions thereto, distributions or withdrawals therefrom,
transfers from or to any other Investment Fund, and reductions for the
payment of Plan expenses, all in such manner as the Administrator shall
determine in its sole discretion.
	 
	(d)	 	Any withdrawals or distributions from a Participant’s Non-ESOP Accounts
in the Fund shall be made among the Investment Funds in proportion to the
balance of his interest in each separate Investment Fund as of the
Valuation Date on which authorized withdrawal or distribution directions
are received by the Trustee from the Administrator (or as soon as
administratively feasible thereafter).
	 
	8.2	 	Adjustment of ESOP Accounts
	 
	(a)	 	A Participant’s interest in his ESOP Accounts as of any Valuation Date
shall consist of his then interest in the ESOP Company Stock Fund.
	 
	(b)	 	Unit values shall be established for the ESOP Company Stock Fund. Each
Participant’s ESOP Accounts shall set forth the Participant’s interest in
the ESOP Company Stock Fund in terms of such units, all in accordance with
such rules and procedures as the Administrator shall establish. The value
of a Participant’s interest in the ESOP Component at any time shall equal
the then value of a unit in the ESOP Company Stock Fund multiplied by the
number of such units then credited to the Participant.
	 
	(c)	 	Each Participant’s interest in the ESOP Company Stock Fund shall be
adjusted as of each Valuation Date to reflect his proportionate share of
the total value of the ESOP Company Stock Fund, based upon his balance in
the ESOP Company Stock Fund as of the immediately preceding Valuation
Date, as adjusted for subsequent additions thereto,



36






 







	 	 	distributions or withdrawals therefrom, and reductions for the payment of
Plan expenses, all in such manner as the Administrator shall determine in
its sole discretion.
	 
	(d)	 	In the event the Trustee receives shares of Company Stock attributable
to stock dividends, stock splits or any reorganization or recapitalization
of the Company, such shares, to the extent attributable to the ESOP
Component, shall be credited to the ESOP Component so that Participants’
relative interests therein immediately after any such stock dividend,
split, reorganization or recapitalization are the same as such interests
immediately before such event.
	 
	(e)	 	The Administrator shall maintain or cause to be maintained records as to
the cost of shares of Company Stock acquired or transferred by or within
the Fund in accordance with the provisions of this Article 8.
	 
	8.3	 	Transfer of Shares From Unreleased Share Account to ESOP Accounts
	 
	(a)	 	At the direction of the Administrator, the Trustee shall use the
following to repay an Acquisition Loan:




	 	(1)	 	Cash dividends (subject to the provisions of Section 8.4),
proceeds from the sale of stock dividends described in subsection
(c) below, and any investment income attributable to any such
dividends; and
	 
	 	(2)	 	To the extent dividends described in (a) are insufficient to
make a scheduled Acquisition Loan repayment, Employers’
contributions under the ESOP Component of the Plan (including any
Company Loan Contributions under Section 4.3(b)), and any investment
income attributable to such contributions.




	(b)	 	The repayment of an Acquisition Loan shall cause a transfer of shares of
Company Stock from the Unreleased Share Account to Participants’ ESOP
Accounts. The number of shares to be transferred shall be determined by
multiplying the number of shares in the Unreleased Share Account by a
fraction, the numerator of which is the principal and interest payments
during the applicable Plan Year and the denominator of which is the sum of
the numerator plus the total projected principal and interest payments
during the remainder of the term of the Acquisition Loan. If the
requirements of Treasury Regulations Section 54.4975-7(b)(8)(ii) are
satisfied, at the discretion of the Administrator, the phrase “principal
and interest” in the preceding sentence shall be replaced by the word
“principal.”
	 
	(c)	 	Stock dividends attributable to shares of Company Stock in the Unreleased
Share Account shall be sold and the proceeds shall be applied to repayment
of the Acquisition Loan.
	 
	(d)	 	Shares released under this Section shall be applied first to satisfy the
Matching Contribution requirement specified in Section 4.1. Any released
shares remaining after the Matching Contribution requirement has been
satisfied shall be allocated as Profit Sharing Contributions pursuant to
Section 4.2.



37






 







	8.4	 	Dividends on Company Stock
	 
	(a)	 	Use of Dividends. The following rules shall apply with respect to cash
dividends paid on Company Stock held under the Plan:




	 	(1)	 	dividends paid on Company Stock held in the Unreleased Share
Account shall be applied to the repayment of an Acquisition Loan to
the extent directed by the Company;
	 
	 	(2)	 	no other dividends paid on shares of Company Stock shall be
used to repay any Acquisition Loan; and
	 
	 	(3)	 	shares of Company Stock acquired due to dividends paid on
Company Stock held in the Unreleased Share Account that are not used
to repay an Acquisition Loan shall be allocated as Matching
Contributions in the manner described in Section 4.1.




	(b)	 	Cash Payment Election. Notwithstanding anything in subsection (a) above
to the contrary, cash dividends paid on shares of Company Stock held in
Participants’ ESOP Accounts shall not be reinvested in Company Stock if
the Participant (or his Beneficiary) elects (or is deemed to have elected)
a cash payment of the dividend. The Administrator shall establish rules
and procedures for Participants’ elections under this Section, which rules
may include, without limitation, a minimum dividend amount for cash
payment elections.
	 
	8.5	 	Multiple Acquisition Loans



If more than one Acquisition Loan to the Trustee becomes outstanding at any
time, the foregoing provisions of this Article 8 and other provisions of the
Plan shall be modified by the Administrator to the extent it deems necessary or
appropriate to reflect such additional Acquisition Loan or loans.



	8.6	 	Allocation of Proceeds from Sale or Liquidation



Proceeds with respect to Company Stock held in the Unreleased Share Account as
a result of the sale or redemption of Company Stock or of distributions from
the liquidation of the Company resulting from the sale or other disposition of
substantially all of the Company’s assets shall be, to the extent permitted
under applicable law, first applied to repayment of any outstanding Acquisition
Loan with respect to such Company Stock in the Plan Year in which such proceeds
are received by the Fund. In the event such proceeds are so applied, any
remaining proceeds shall be allocated in the Plan Year received by the Fund to
Participants’ Combined Accounts pro rata based on Participants’ Covered
Compensation.


38






 


ARTICLE 9: IN-SERVICE DISTRIBUTIONS




	9.1	 	Loans
	 
	(a)	 	A Participant who is an Eligible Employee, and any other Participant or
Beneficiary who is a party in interest as defined in ERISA Section 3(14),
may apply to the Administrator to borrow from the Participant’s Combined
Account, and the Administrator may direct the Trustee to permit such a
loan distribution. Loans shall be made on a reasonably equivalent basis
in accordance with the procedures, terms, conditions, limitations, and
restrictions established by the Administrator and the rules of this Plan.
Loans shall not be made available to HCEs, officers or shareholders in an
amount greater than is made available to other Participants.
	 
	(b)	 	All loans shall be subject to the following terms and conditions:




	 	(1)	 	A loan may be made in an amount which, when added to the
outstanding balance of all prior loans to the Participant under the
Plan and other plans of the Company and its Affiliates, does not
exceed the least of:




	 	(A)	 	$50,000 reduced by the excess, if any, of:




	 	(i)	 	the highest outstanding balance of
loans from such plans during the one-year period ending
on the day before the date such loan was made, over
	 
	 	(ii)	 	the outstanding balance of loans from
such plans on the date on which such loan was made;




	 	(B)	 	one-half of the vested portion of the
Participant’s Combined Account under the Plan; and
	 
	 	(C)	 	the balance of the Participant’s Employee Pre-Tax
Account, Employee After-Tax Account, Rollover Account, and
Employer Cash Match Account.




	 	(2)	 	Each loan shall be evidenced by a promissory note. All loans
shall be amortized in substantially level payments, made not less
frequently than quarterly.
	 
	 	(3)	 	Loans shall be repaid over a period of not less than one year
nor more than five years; however, Principal Residence Loans may be
repaid over a period of not more than fifteen years. For this
purpose, a Principal Residence Loan is a loan that is made to a
Participant to acquire any dwelling unit that, within a reasonable
time, is to be used (determined at the time the loan is made) as the
principal residence of the Participant. A Participant requesting a
Principal Residence Loan for a term extending beyond five years
shall provide copies of any documents relating to the purchase of
such principal residence that the Administrator may



39






 







	 	 	 	deem necessary to verify that the proceeds of such loan will be
used as specified above.
	 
	 	(4)	 	The minimum loan amount shall be $1,000.
	 
	 	(5)	 	Every loan made under these rules shall be secured by that
portion of the Participant’s Combined Account balances which does
not exceed 50% of the Participant’s vested Combined Account
balances. This dollar amount shall be determined immediately after
the origination of the loan. This security interest shall exist
without regard to whether it is referenced in the loan documents.
The Plan shall be permitted to realize on this collateral (as
hereinafter provided) by any means including, but not limited to,
offset. No other collateral shall be permitted or required.
	 
	 	(6)	 	A loan shall bear a rate of interest equal to the prime rate
in effect on the first business day of the month in which the loan
request is approved, as published by The Wall Street Journal in its
Money Rates column, plus one percent.
	 
	 	(7)	 	Repayment by an individual who is actively employed by the
Company or an Affiliate will be made by means of payroll deduction
from the Participant’s salary. In those circumstances where loan
repayment cannot be made by payroll deduction, the Administrator
shall establish other loan repayment arrangements. A Participant
may repay an outstanding loan in full at any time without penalty.
A Participant may also make a partial prepayment of principal, in an
amount not less than $1,000, pursuant to procedures established by
the Administrator; provided, however, that the loan shall not be
reamortized in the event of such a partial prepayment.
	 
	 	(8)	 	A Participant may have no more than one loan outstanding from
the Plan (and all other qualified plans maintained by the Company or
an Affiliate) at any time. Notwithstanding the foregoing, in no
event shall a Participant who has repaid a loan be permitted to
receive another loan from the Plan for 30 days from the date of such
repayment.
	 
	 	(9)	 	Each new loan shall be subject to a loan origination fee,
which shall be established by the Administrator and shall be charged
to the Participant’s Combined Account when the loan is made. A
reasonable annual administrative fee may be charged for each year
that a loan is outstanding.
	 
	 	(10)	 	Failure to pay any installment of interest or principal by
the last day of the calendar quarter following the quarter in which
the payment was due (or by the end of such shorter grace period as
the Administrator may establish from time to time) shall constitute
a default on the loan. Upon such default, the entire loan balance
shall be declared to be in default to the extent required by
applicable regulations. In the event of a default on a loan,
foreclosure on the promissory note and application of the
Participant’s Combined Account to satisfy the promissory note will
occur as of the earliest date on which the Participant or



40






 







	 	 	 	Beneficiary is eligible to receive payment of benefits under the
Plan attributable to the loan.
	 
	 	(11)	 	If a loan remains unpaid 90 days after a Participant’s
Termination of Employment for any reason, the total of the unpaid
principal and interest shall be charged to the Participant’s
Combined Account, and will be considered a payment to the
Participant for purposes of the Plan. The death of the Participant
shall terminate the loan, and the unpaid principal and interest due
and owing on the death of the Participant’s death shall be offset
against the Participant’s Combined Account. Notwithstanding the
foregoing, if a former employee of New Century Energies, Inc. is
receiving benefits under the Xcel Energy Inc. Merger-Related
Severance Pay Plan for Non-Bargaining Unit Employees (the “Severance
Pay Plan”), the former employee may elect to continue making loan
repayments following his Termination of Employment pursuant to
applicable provisions of the Severance Pay Plan.
	 
	 	(12)	 	Loan repayments will be suspended under the Plan as permitted
under Code Section 414(u)(4).




	(c)	 	Proceeds for a Participant’s loan shall be taken from the Participant’s
Non-ESOP Accounts, and from each separate Investment Fund, in the order
specified by the Administrator. Repayments on loans shall be allocated
among the Participant’s Non-ESOP Accounts in the order specified by the
Administrator, and shall be reinvested in one or more Investment Funds
pursuant to the Participant’s election under Article 3 in effect when each
repayment is made, except as otherwise specified by the Administrator.
	 
	(d)	 	The Administrator may adopt additional written procedures with respect to
Plan loans made pursuant to this Section 9.1, provided that such
procedures do not conflict with the terms of the Plan or applicable law.
	 
	(e)	 	To the extent required by bankruptcy laws, loans shall be subject to
stay, discharge, reinstatement and other matters.
	 
	9.2	 	Hardship Withdrawals
	 
	(a)	 	A Participant who is an Employee may apply in writing to the
Administrator for a distribution, due to financial hardship, of all or a
part of the Participant’s Employee Pre-Tax Account (excluding earnings
thereon after 1988), Rollover Account, Employer Stock Match Account, and
Employer Cash Match Account, as well as such ESOP Predecessor Plan Account
balances as are specified in any applicable Supplement to the Plan. A
hardship withdrawal shall be made only if such withdrawal is for an
immediate and heavy financial need of the Participant as determined in
accordance with subsection (b) below, and is deemed necessary to satisfy
such financial need as determined in accordance with subsection (c) below.
The determination by the Administrator of the existence of an immediate
and heavy financial need and of the amount necessary to meet such need
shall be made in a nondiscriminatory and uniform manner.



41






 







	(b)	 	The determination by the Administrator of whether a Participant has an
immediate and heavy financial need is to be made on the basis of all the
relevant facts and circumstances, and must be for one of the reasons
specified in subsections (1) through (4) below (and may include any
amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution). A
financial need shall not fail to qualify as immediate and heavy merely
because such need was reasonably foreseeable or voluntarily incurred by
the Participant. To receive a hardship withdrawal, a Participant must
submit a completed application form provided by the Administrator, and any
additional written documentation necessary to establish to the
satisfaction of the Administrator that such distribution is for:




	 	(1)	 	unreimbursed medical expenses described in Code Section
213(d) that are incurred by the Participant, the Participant’s
spouse or dependents (as defined in Code Section 152), or necessary
for such persons to obtain medical care described in Code Section
213(d);
	 
	 	(2)	 	costs directly related to the purchase of a principal
residence for the Participant (excluding mortgage payments);
	 
	 	(3)	 	payment of tuition, related educational fees, and room and
board for the next 12 months of post-secondary education for the
Participant or for the Participant’s spouse or dependents (as
defined in Code Section 152); or
	 
	 	(4)	 	payments necessary to prevent the eviction of the Participant
from his principal residence or to prevent foreclosure on the
mortgage of the Participant’s principal residence.




	(c)	 	A hardship withdrawal made pursuant to this Section 9.2 will be deemed to
be necessary to satisfy an immediate and heavy financial need of a
Participant only if:




	 	(1)	 	the withdrawal is not in excess of the amount of the
Participant’s immediate and heavy financial need (including any
amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from such distribution);
and
	 
	 	(2)	 	the Participant has obtained all distributions (other than
hardship withdrawals), all nontaxable loans currently available
under all plans maintained by the Company and any Affiliate, and all
distributions of dividends available under Section 8.4 of the Plan.




	(d)	 	Notwithstanding any provision of the Plan or any other plan maintained by
the Company or an Affiliate to the contrary, a Participant who receives a
hardship withdrawal shall not be eligible to make any Elective Deferrals
or after-tax employee contributions to the Plan and all other plans
maintained by the Company or an Affiliate for a period of six months
following the date of receipt of the hardship withdrawal, and shall enter
into a legally enforceable, written agreement acknowledging same. For
this purpose, the term “all other plans” means all qualified and
nonqualified plans of deferred compensation including, without limitation,
stock option, stock purchase or similar plans and a cash or



42






 







	 	 	deferred arrangement that is part of a cafeteria plan (within the meaning
of Code Section 125), but excluding the mandatory employee contribution
portion of a defined benefit plan and a health and welfare benefit plan,
including such a plan that is part of a Code Section 125 cafeteria plan.
	 
	(e)	 	A Participant’s hardship withdrawal shall be taken from the Participant’s
Non-ESOP Accounts and ESOP Accounts, and from each separate Investment
Fund, in the order specified by the Administrator.
	 
	(f)	 	Hardship withdrawals shall be paid in cash. No rollover of any portion of
such hardship withdrawals may be made.
	 
	(g)	 	Notwithstanding any provision of the Plan or a Predecessor Plan to the
contrary, a Participant who received a hardship withdrawal from a
Predecessor Plan in 2001:




	 	(1)	 	shall be prohibited from making any Elective Deferrals or
after-tax employee contributions to the Plan and all other plans
maintained by the Company or an Affiliate for a period of six months
following the date of receipt of the hardship withdrawal or until
the Effective Date, if later; and
	 
	 	(2)	 	may make Elective Deferrals in 2002 up to the applicable Code
Section 402(g) limit without regard to the amount of any hardship
withdrawal obtained in 2001.




	9.3	 	After-Tax Withdrawals
	 
	(a)	 	A Participant who is an Employee may obtain, at any time, a withdrawal of
all or part of his Employee After-Tax Account, as well as such ESOP
Predecessor Plan Account balances as are specified in any applicable
Supplement to the Plan.
	 
	(b)	 	Any withdrawal under this Section shall be made from the Participant’s
Non-ESOP Accounts and ESOP Accounts, and from each separate Investment
Fund, in the order specified by the Administrator.
	 
	(c)	 	After-tax withdrawals shall be paid in cash. However, a Participant may
elect to receive payment in whole shares of Company Stock, to the extent
amounts being withdrawn were invested in Company Stock immediately prior
to the withdrawal.
	 
	(d)	 	After-tax withdrawals shall be subject to such other rules and procedures
as the Administrator may establish.
	 
	9.4	 	Age 59-1/2 Withdrawals
	 
	(a)	 	A Participant who is an Employee and has attained age 59-1/2 may obtain,
at any time, a withdrawal of all or part of his Pre-Tax Contribution
Account, Rollover Account, and Employer Cash Match Account.



43






 







	(b)	 	Any withdrawal under this Section shall be made from the Participant’s
Non-ESOP Accounts, and from each separate Investment Fund, in the order
specified by the Administrator.
	 
	(c)	 	Age 59-1/2 withdrawals shall be paid in cash. However, a Participant may
elect to receive payment in whole shares of Company Stock, to the extent
amounts being withdrawn were invested in Company Stock immediately prior
to the withdrawal.
	 
	(d)	 	Age 59-1/2 withdrawals shall be subject to such other rules and
procedures as the Administrator may establish.
	 
	9.5	 	Age 70-1/2 Withdrawals
	 
	(a)	 	A Participant who is an Employee and has attained age 70-1/2 may obtain,
at any time, a withdrawal of all or part of his Combined Account.
	 
	(b)	 	Any withdrawal under this Section shall be made from the Participant’s
Non-ESOP and ESOP Accounts, and from each separate Investment Fund, in the
order specified by the Administrator.
	 
	(c)	 	Age 70-1/2 withdrawals shall be paid in cash. However, a Participant may
elect to receive payment in whole shares of Company Stock, to the extent
amounts being withdrawn were invested in Company Stock immediately prior
to the withdrawal.
	 
	(d)	 	Age 70-1/2 withdrawals shall be subject to such other rules and
procedures as the Administrator may establish.



44






 






ARTICLE 10: DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT




	10.1	 	Distribution Options
	 
	(a)	 	Upon a Participant’s Termination of Employment with the Company and all
Affiliates for a reason other than the Participant’s death, the
Participant may elect to receive payment of his vested Combined Account in
the Fund in one of the following forms:




	 	(1)	 	an immediate or deferred total lump sum;
	 
	 	(2)	 	immediate or deferred monthly, quarterly, semi-annual, or
annual installments; or
	 
	 	(3)	 	a partial lump sum distribution.




	(b)	 	All distributions shall be paid in cash, except that, if a Participant
elects a total lump sum distribution as described in subsection (a)(1)
above, he may elect to receive payment in the form of whole shares of
Company Stock, with partial shares paid in cash, of that portion of his
Combined Account that is invested in Company Stock immediately prior to
the distribution.
	 
	(c)	 	Additional Rules




	 	(1)	 	Any payments made under this Section 10.1 shall be made as
soon as practicable after the date the Participant has elected to
receive payment in accordance with procedures established by the
Administrator.
	 
	 	(2)	 	Upon the death of a Former Participant, any remaining
balances in his Combined Account, including unpaid installments,
shall be distributed as provided in Section 10.2.
	 
	 	(3)	 	A Participant shall be eligible to receive a distribution
under this Article 10 if he has a severance of employment, as
defined in Code Section 401(k)(2)(B)(i)(I), as amended, regardless
of whether the severance of employment occurred before the Effective
Date under a Predecessor Plan, or on or after the Effective Date,
and regardless of whether the distribution would satisfy the
requirements of Code Section 401(k)(2)(B) as in effect prior to the
Effective Date.




	10.2	 	Distribution Options Upon Death



Upon a Participant’s Termination of Employment with the Company or an Affiliate
due to his death, or upon the death of a Former Participant before the complete
distribution of his Combined Account, the Participant’s Beneficiary may elect
to have the Participant’s Combined Account distributed in accordance with
Section 10.1 at any time that complies with the requirements of Section 10.5.
Notwithstanding the foregoing, effective January 1, 2003, the option described
in Section 10.1(a)(3) shall not be available to a Beneficiary.


45






 



	10.3	 	Amount of Distribution



The amount of any distribution from a Participant’s Combined Account, or any
portion thereof, shall be determined by the value of such Combined Account (or
the applicable portion thereof) on the Valuation Date on which authorized
distribution directions are received by the Trustee from the Administrator (or
as soon as administratively feasible thereafter).



	10.4	 	Participant’s Right to Consent to Distributions
	 
	(a)	 	Notwithstanding any Plan provision to the contrary, if a Participant’s
vested Combined Account exceeds $5,000 at his Termination of Employment,
no portion of his Combined Account may be distributed to him without his
written consent before he attains age 65.
	 
	(b)	 	If the value of the Participant’s vested Combined Account is $5,000 or
less at his Termination of Employment, the Participant will receive a cash
distribution of the value of the entire vested portion of such Combined
Account balance and the nonvested portion will be treated as a forfeiture
at the time and to the extent provided in the applicable Supplement to the
Plan; provided, however, that this provision shall not be used to
accelerate the final installment payment(s) of a series of installment
payments. As of the effective date provided in regulations to be issued
by the Secretary of the Treasury Department, the Plan shall roll over into
an IRA the vested portion of any Participant’s Combined Account if such
vested portion exceeds $1,000 but does not exceed $5,000. The rollover
shall be done in accordance with the regulations issued by the Secretary
of the Treasury Department and according to any rules prescribed by the
Administrator.
	 
	10.5	 	Time When Distributions Must Commence
	 
	(a)	 	Unless a Participant elects otherwise, distribution shall commence not
later than the 60th day following the close of the Plan Year in which the
latest of the following occurs: (1) the Participant attains age 65; (2)
the tenth anniversary of the date on which the Participant commenced
participation under this Plan; or (3) the Participant terminates
employment with the Company and all Affiliates.
	 
	(b)	 	Notwithstanding any contrary provision of the Plan, distribution of the
Combined Account balances of a Participant shall commence by April 1 of
the calendar year next following the later of: (1) the calendar year in
which the Participant attains age 701⁄2 or (2) the calendar year in
which the Participant’s Termination of Employment occurs (“Required
Commencement Date”); provided, however, that the Required Commencement
Date of a Participant who is a five-percent owner (as defined in Code
Section 416) of the Company or an Affiliate in the calendar year in which
the Participant attains age 701⁄2 shall be April 1 of the calendar year
next following the calendar year in which the Participant attains age
701⁄2.
	 
	(c)	 	If a Participant dies on or after his Required Commencement Date,
benefits shall be paid to the Participant’s Beneficiary at least as
rapidly as benefits were being paid before the Participant’s death.



46






 







	(d)	 	If the Participant dies before his Required Commencement Date, benefits
shall be paid in full to the Participant’s Beneficiary not later than the
fifth anniversary of the Participant’s death; provided, however, that:




	 	(1)	 	if the Beneficiary is not the surviving spouse of the
Participant, the Beneficiary may irrevocably elect to have
distributions begin not later than December 31 of the year following
the year of the Participant’s death, in substantially equal amounts
over a period of time not extending beyond the life expectancy of
such Beneficiary; and
	 
	 	(2)	 	if the Beneficiary is the surviving spouse of the
Participant, the Beneficiary may irrevocably elect to have
distributions begin by the later of the end of the calendar year in
which the Participant’s death occurs or the end of the calendar year
in which the Participant would have attained age 70-1/2, in
substantially equal amounts over a period of time not extending
beyond the life expectancy of such surviving spouse.




	(e)	 	Distributions under the Plan shall be determined and made in accordance
with Code Section 401(a)(9). The provisions of Code Section 401(a)(9), as
they may be amended from time to time, are incorporated herein by
reference and shall override any inconsistent provision of the Plan.
Notwithstanding the foregoing, the Plan shall apply the minimum
distribution requirements of Code Section 401(a)(9) in accordance with the
applicable proposed regulations issued in January, 2001 until January 1,
2003, when the final regulations under Code Section 401(a)(9) take effect.
	 
	10.6	 	Inability to Locate Distributee
	 
	(a)	 	Notwithstanding any other provision of the Plan, in the event that the
Administrator cannot locate any person to whom a payment or distribution
is due under the Plan, and no other distributee has become entitled
thereto pursuant to any provision of the Plan, the Combined Account in
respect of which such payment or distribution is to be made shall be
forfeited at the close of the third Plan Year following the Plan Year in
which such payment or distribution first became due (but in all events
before the time such Combined Account would otherwise escheat under any
applicable State law); provided, that any Combined Account so forfeited
shall be reinstated if such person subsequently makes a valid claim for
such benefit.
	 
	(b)	 	Such reinstatement shall be provided by an additional contribution for
the Plan Year in which such reinstatement is made.
	 
	(c)	 	Any amount forfeited under this Section 10.6 shall be applied to reduce
the next succeeding Employer contribution under Article 4.
	 
	10.7	 	Direct Rollovers
	 
	(a)	 	Notwithstanding any Plan provision that would otherwise limit a
Distributee’s election under the Plan, a Distributee may elect, at the
time and in the manner prescribed by the



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	 	 	Administrator, to have any portion of an Eligible Rollover Distribution
paid directly to one or more Eligible Retirement Plans specified by the
Distributee in a Direct Rollover.
	 
	(b)	 	The following terms shall have the following meanings when used in this
Section 10.7:




	 	(1)	 	An “Eligible Rollover Distribution” is any distribution of
all or any portion of the balance to the credit of the Distributee,
except that an Eligible Rollover Distribution does not include: any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint lives (or life
expectancies) of the Distributee and the Distributee’s designated
Beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Code
Section 401(a)(9); any distribution made upon hardship of the
Distributee; and the portion of any distribution that is not
includable in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer
securities). A portion of a distribution shall not fail to be an
Eligible Rollover Distribution merely because it includes after-tax
employee contributions that are not includible in gross income.
However, such portion may be transferred only to an individual
retirement account or annuity described in Code Section 408(a) or
(b), or to a qualified defined contribution plan described in Code
Section 401(a) or 403(a) that agrees to separately account for
amounts so transferred, including separately accounting for the
portion of such distribution that is includible in gross income and
the portion of such distribution that is not so includible.
	 
	 	(2)	 	An “Eligible Retirement Plan” is an individual retirement
account described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), a qualified trust
described in Code Section 401(a) that is a defined contribution plan
that accepts the Eligible Rollover Distribution, an annuity plan
described in Code Section 403(a), an eligible deferred compensation
plan described in Code Section 457(b) that is maintained by an
eligible employer described in Code Section 457(e)(1)(A), or an
annuity contract described in Code Section 403(b), that accepts the
Distributee’s Eligible Rollover Distribution.
	 
	 	(3)	 	A “Distributee” includes an Employee or a former Employee.
In addition, the Employee’s or former Employee’s surviving spouse
and the Employee’s or former Employee’s spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code
Section 414(p), are Distributees with regard to the interest of the
spouse or former spouse.
	 
	 	(4)	 	A “Direct Rollover” is a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.



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	10.8	 	Qualified Domestic Relations Orders



Notwithstanding any Plan provision to the contrary, any amount payable with
respect to a Participant pursuant to a qualified domestic relations order under
Code Section 414(p) may be distributed to the alternate payee before the
Participant’s Termination of Employment.



	10.9	 	Designation of Beneficiaries
	 
	(a)	 	Right to Designate. Each Participant may designate, upon forms to be
furnished by and filed with the Administrator, one or more primary
Beneficiaries or alternative Beneficiaries. The Participant may change or
revoke any such designation from time to time without notice to or consent
from any Beneficiary or spouse. No such designation, change or revocation
shall be effective unless signed by the Participant and received by the
Administrator during the Participant’s lifetime. The Administrator may
establish rules for the use of electronic signatures. Until such rules
are established, electronic signatures shall not be effective.
	 
	 	 	Notwithstanding the foregoing, a designation will not be valid for the
purpose of paying benefits from the Plan to anyone other than a surviving
spouse of the Participant (if there is a surviving spouse) unless that
surviving spouse consents in writing to the designation of another person
as Beneficiary. To be valid, the consent of such spouse must be in
writing, must acknowledge the effect of the designation of the
Beneficiary and must be witnessed by a notary public. The consent of the
surviving spouse need not be given at the time the designation is made.
The consent of the surviving spouse need not be given before the death of
the Participant. The consent of the surviving spouse will be required,
however, before benefits can be paid to any person other than the
surviving spouse. The consent of a spouse shall be irrevocable and shall
be effective only with respect to that spouse.
	 
	 	 	If a Beneficiary who survives the Participant subsequently dies before
receiving any payment to which the Beneficiary was entitled, the balance
remaining due will be payable to any successor Beneficiary specified in
the Participant’s Beneficiary designation, and otherwise to the personal
representative (executor or administrator) of the deceased Beneficiary.
A Beneficiary may not designate a successor beneficiary.
	 
	(b)	 	Failure of Designation. If a Participant:




	 	(1)	 	fails to designate a Beneficiary, or
	 
	 	(2)	 	designates a Beneficiary and thereafter such designation is
revoked without another Beneficiary being named, or
	 
	 	(3)	 	designates one or more Beneficiaries and all such
Beneficiaries so designated fail to survive the Participant,




	 	 	such Participant’s death benefit, or the part thereof as to which such
Participant’s designation fails, as the case may be, shall be payable to
the first class of the following



49






 







	 	 	classes of automatic Beneficiaries with a member surviving the
Participant and (except in the case of his surviving issue) in equal
shares if there is more than one member in such class surviving the
Participant:




	 	 	 	Participant’s surviving spouse

Participant’s surviving issue per stirpes and not per capita

Participant’s surviving parents

Participant’s surviving brothers and sisters

Representative of Participant’s estate.




	(c)	 	Disclaimers by Beneficiaries. A Beneficiary entitled to a distribution
may disclaim his interest therein subject to the following requirements.
To be eligible to disclaim, a Beneficiary must not have received a
distribution of all or any portion of said interest and must have attained
at least age 21 years at the time such disclaimer is signed and delivered.
Any disclaimer must be in writing and must be signed by the Beneficiary
and acknowledged by a notary public. The Administrator may establish
rules for the use of electronic signatures and acknowledgements. Until
such rules are established, electronic signatures and acknowledgements
shall not be effective. A disclaimer shall state that the Beneficiary’s
entire interest is disclaimed or shall specify what portion thereof is
disclaimed. To be effective, duplicate original signed copies of the
disclaimer must be both signed and actually delivered to both the
Administrator and the Trustee after the date of the Participant’s death
but not later than nine months after the date of the Participant’s death.
A disclaimer shall be irrevocable when delivered to both the Administrator
and the Trustee. A disclaimer shall be considered to be delivered to the
Administrator or the Trustee only when actually received by the
Administrator or the Trustee (and in the case of a corporate Trustee,
shall be considered to be delivered only when actually received by a trust
officer familiar with the affairs of the Plan). The Administrator (and
not the Trustee) shall be the sole judge of the content, interpretation
and validity of a purported disclaimer. Upon the filing of a valid
disclaimer, the Beneficiary shall be considered not to have survived the
Participant as to the interest disclaimed. A disclaimer by a Beneficiary
shall not be considered to be a transfer of an interest in violation of
any provisions of the Plan and shall not be considered to be an assignment
or alienation of benefits in violation of federal law prohibiting the
assignment or alienation of benefits under the Plan. No other form of
attempted disclaimer shall be recognized by either the Administrator or
the Trustee.
	 
	(d)	 	Definitions. When used herein and, unless the Participant has otherwise
specified in the Participant’s Beneficiary designation, when used in a
Beneficiary designation, “issue” means all persons who are lineal
descendants of the person whose issue are referred to, subject to the
following:




	 	(1)	 	a legally adopted child and the adopted child’s lineal
descendants always shall be lineal descendants of each adoptive
parent (and of each adoptive parent’s lineal ancestors);
	 
	 	(2)	 	a legally adopted child and the adopted child’s lineal
descendants never shall be lineal descendants of any former parent
whose parental rights were terminated by the adoption (or of that
former parent’s lineal ancestors); except that if, after a



50






 







	 	 	 	child’s parent has died, the child is legally adopted by a
stepparent who is the spouse of the child’s surviving parent, the
child and the child’s lineal descendants shall remain lineal
descendants of the deceased parent (and the deceased parent’s
lineal ancestors); and
	 
	 	(3)	 	if the person (or a lineal descendant of the person) whose
issue are referred to is the parent of a child (or is treated as
such under applicable law) but never received the child into that
parent’s home and never openly held out the child as that parent’s
child (unless doing so was precluded solely by death), then neither
the child nor the child’s lineal descendants shall be issue of the
person.




	 	 	“Child” means an issue of the first generation; “per stirpes” means in
equal shares among living children of the person whose issue are referred
to and the issue (taken collectively) of each deceased child of such
person, with such issue taking by right of representation of such
deceased child; and “survive” and “surviving” mean living after the death
of the Participant.
	 
	(e)	 	Special Rules. Unless the Participant has otherwise specified in the
Participant’s Beneficiary designation, the following rules shall apply:




	 	(1)	 	If there is not sufficient evidence that a Beneficiary was
living at the time of the death of the Participant, it shall be
deemed that the Beneficiary was not living at the time of the death
of the Participant.
	 
	 	(2)	 	The automatic Beneficiaries specified in subsection (b) above
and the Beneficiaries designated by the Participant shall become
fixed at the time of the Participant’s death so that, if a
Beneficiary survives the Participant but dies before the receipt of
all payments due such Beneficiary hereunder, such remaining payments
shall be payable to the representative of such Beneficiary’s estate.
	 
	 	(3)	 	If the Participant designates as a Beneficiary the person who
is the Participant’s spouse on the date of the designation, either
by name or by relationship, or both, the dissolution, annulment or
other legal termination of the marriage between the Participant and
such person shall automatically revoke such designation. (The
foregoing shall not prevent the Participant from designating a
former spouse as a Beneficiary on a form signed by the Participant
and received by the Administrator after the date of the legal
termination of the marriage between the Participant and such former
spouse, and during the Participant’s lifetime.)
	 
	 	(4)	 	Any designation of a nonspouse Beneficiary by name that is
accompanied by a description of relationship to the Participant
shall be given effect without regard to whether the relationship to
the Participant exists either then or at the Participant’s death.
	 
	 	(5)	 	Any designation of a Beneficiary only by statement of
relationship to the Participant shall be effective only to designate
the person or persons standing in such relationship to the
Participant at the Participant’s death.



51






 







	 	 	A Beneficiary designation is permanently void if it either is signed or
is filed by a Participant who, at the time of such signing or filing, is
then a minor under the law of the state of the Participant’s legal
residence. The Administrator (and not the Trustee) shall be the sole
judge of the content, interpretation and validity of a purported
Beneficiary designation.
	 
	(f)	 	Continuity. The Beneficiary designations or elections in effect under
the Predecessor Plans immediately before the Effective Date shall continue
in full force and effect until altered as provided herein, provided such
designations or elections satisfied the rules in effect under the
applicable Predecessor Plan at the time the designations or elections were
submitted.




52









 



     ARTICLE 11: PLAN ADMINISTRATION



	11.1	 	Administrator Authority
	 
	(a)	 	The Company shall be the Administrator for purposes of Section 3(16)(A)
of ERISA. Except as hereinafter provided, functions generally assigned to
the Company, an Employer, or the Administrator shall be discharged by the
officers of the Company or delegated and allocated as provided herein.
Said officers may delegate or redelegate and allocate and reallocate to
one or more persons or to a committee of persons jointly or severally, and
whether or not such persons are directors, officers or Employees, such
functions assigned to the Company, an Employer or the Administrator
hereunder as they may from time to time deem advisable.
	 
	(b)	 	Notwithstanding the foregoing, the Board of Directors of the Company
shall have the exclusive authority to act for the Company to terminate the
Plan.
	 
	(c)	 	The Administrator, including any person or committee acting as the
Administrator, shall have the full discretionary authority to determine
all questions arising under the Plan, including the power to determine the
rights or eligibility of Participants and their benefits under the Plan,
to make factual determinations thereunder, to interpret and construe the
Plan document, and to remedy ambiguities, inconsistencies or omissions.
The Administrator may from time to time adopt such rules and regulations
as may be necessary or desirable for the proper and efficient
administration of the Plan and as are consistent with the terms of the
Plan. Benefits shall be paid under the Plan only if the Administrator
determines in its discretion that the applicant is entitled to them.
	 
	11.2	 	Committee



If a Committee is appointed, the Committee shall consist of such members as may
be determined and appointed from time to time by officers of the Company.
Members of the Committee shall serve without compensation, but their reasonable
expenses shall be an expense of the administration of the Fund and shall be
paid by the Trustee from and out of the Fund except to the extent that the
Company, in its discretion, directly pays such expenses. The Committee may
elect such officers as the Committee may decide upon. The Committee shall:



	(a)	 	establish rules for the functioning of the Committee, including the times
and places for holding meetings, the notices to be given in respect of
such meetings and the number of members who shall constitute a quorum for
the transaction of business;
	 
	(b)	 	organize and delegate to such of its members as it shall select authority
to execute or authenticate rules, advisory opinions or instructions, and
other instruments adopted or authorized by the Committee; adopt such
bylaws or regulations as it deems desirable for the conduct of its
affairs; appoint a secretary, who need not be a member of the Committee,
to keep its records and otherwise assist the Committee in the performance
of its duties; keep a record of all its proceedings and acts and keep all
books of account, records and other data as may be necessary for the
proper administration of the Plan;




 53


 






 






	 	 	notify the Employers and the Trustee of any action taken by the Committee
and, when required, notify any other interested person or persons;
	 
	(c)	 	determine from the records of the Employers the compensation, service
records, status and other facts regarding Participants and other
Employees;
	 
	(d)	 	cause to be compiled at least annually, from the records of the Committee
and the reports and accountings of the Trustee, a report and accounting of
the status of the Plan and the benefits of the Participants and make it
available to each Participant who shall have the right to examine that
part or portion of such report and accounting (or a true and correct copy
of such part) which sets forth his benefits;
	 
	(e)	 	prescribe forms to be used for applications for participation, benefits,
notifications, etc., as may be required in the administration of the Plan;
	 
	(f)	 	set up such rules, applicable to all Participants similarly situated, as
are deemed necessary to carry out the terms of the Plan;
	 
	(g)	 	perform all other acts reasonably necessary for administering the Plan
and carrying out the provisions of the Plan and performing the duties
imposed on it;
	 
	(h)	 	resolve all questions of administration of the Plan not specifically
referred to in this Section;
	 
	(i)	 	in accordance with regulations of the Secretary of Labor:




	 	(1)	 	provide adequate notice in writing to any Participant or
Beneficiary whose claim for benefits under the Plan has been denied,
setting forth the specific reasons for such denial, written in a
manner calculated to be understood by the Participant, and
	 
	 	(2)	 	afford a reasonable opportunity to any Participant whose
claim for benefits has been denied for a full and fair review by the
Committee of the decision denying the claim; and




	(j)	 	delegate or redelegate to one or more persons, jointly or severally, and
whether or not such persons are members of the Committee or Employees of
the Employers, such functions assigned to the Committee hereunder as it
may from time to time deem advisable.



If there shall at any time be three or more members of the Committee serving
hereunder who are qualified to perform a particular act, the same may be
performed, on behalf of all, by a majority of those qualified, with or without
the concurrence of the minority. No person who failed to join or concur in
such act shall be held liable for the consequences thereof except to the extent
that liability is imposed under ERISA. If at any time there is no Committee
appointed, all functions and responsibilities assigned to the Committee shall
be performed by the Administrator or its delegate.



 54


 






 






	11.3	 	Limitation on Authority



No action taken by any fiduciary, if authority to take such action has been
delegated or redelegated to it hereunder, shall be the responsibility of any
other fiduciary except as may be required by the provisions of ERISA. Except
to the extent imposed by ERISA, no fiduciary shall have the duty to question
whether any other fiduciary is fulfilling all of the responsibility imposed
upon such other fiduciary by the Plan or by ERISA or by any regulations or
rulings issued thereunder. The Trustee shall have no authority or duty to
determine or enforce payment of any Employer contribution under the Plan or to
determine the existence, nature or extent of any individual’s rights under the
Plan or question any determination made by the Committee regarding the same.



	11.4	 	Conflict of Interest



If any officer or Employee of any Employer, any member of the Board of
Directors of the Company, any member of the Committee or any Trustee to whom
authority has been delegated or redelegated hereunder shall also be a
Participant in the Plan, he shall have no authority as such officer, Employee,
member or Trustee with respect to any matter specially affecting his individual
interest hereunder (as distinguished from the interests of all Participants and
Beneficiaries or a broad class of Participants and Beneficiaries), all such
authority being reserved exclusively to the other officers, Employees, member
or Trustees, as the case may be, to the exclusion of such Participant, and such
Participant shall act only in his individual capacity in connection with any
such matter.



	11.5	 	Dual Capacity



Individuals, firms, corporations or partnerships identified herein or delegated
or allocated authority or responsibility hereunder may serve in more than one
fiduciary capacity.



	11.6	 	Named Fiduciaries



The Company, the Employers, the Committee and the Trustee shall be named
fiduciaries for the purpose of Section 402(a) of ERISA. Participants shall
also be named fiduciaries with respect to the voting of Company Stock in their
Combined Accounts.



	11.7	 	Service of Process



In the absence of any designation to the contrary by Committee, the Secretary
of the Company is designated as the appropriate and exclusive agent for the
receipt of service of process directed to the Plan in any legal proceeding,
including arbitration, involving the Plan.



	11.8	 	Administrative Expenses



All usual and reasonable expenses of administering the Plan shall be paid by
the Trustee out of the principal or income of the Fund, or, at the Company’s
option, by the Employers.



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	11.9	 	Indemnity



Each individual (as distinguished from corporate) trustee of the Plan or
officer, director or Employee of the Employers shall, except as prohibited by
law, be indemnified and held harmless by the Company from any and all
liabilities, costs and expenses (including legal fees), to the extent not
covered by liability insurance, arising out of any action taken by such
individual with respect to the Plan, whether imposed under ERISA or otherwise.
No such indemnification, however, shall be required or provided if such
liability arises (a) from the individual’s claim for his own benefit, (b) from
the proven gross negligence or the bad faith of the individual, or (c) from the
criminal misconduct of such individual if the individual had reason to believe
the conduct was unlawful. This indemnification shall continue as to an
individual who has ceased to be a trustee of the Plan or officer, director or
Employee of the Employers and shall inure to the benefit of the heirs,
executors and administrators of such an individual.



	11.10	 	Claims and Review Procedure
	 
	(a)	 	Initial Claim. An individual may, subject to any applicable deadline,
file with the Administrator a written claim for benefits under the Plan in
a form and manner prescribed by the Administrator.




	 	(1)	 	If the claim is denied in whole or in part, the Administrator
shall notify the claimant of the adverse benefit determination
within 90 days after receipt of the claim.
	 
	 	(2)	 	The 90-day period for making the claim determination may be
extended for 90 days if the Administrator determines that special
circumstances require an extension of time for determination of the
claim, provided that the Administrator notifies the claimant, prior
to the expiration of the initial 90-day period, of the special
circumstances requiring an extension and the date by which a claim
determination is expected to be made.




	(b)	 	Notice of Initial Adverse Determination. A notice of an adverse
determination shall set forth in a manner calculated to be understood by
the claimant:




	 	(1)	 	the specific reasons for the adverse determination;
	 
	 	(2)	 	references to the specific provisions of the Plan on which
the adverse determination is based;
	 
	 	(3)	 	a description of any additional material or information
necessary to perfect the claim and an explanation of why such
material or information is necessary; and
	 
	 	(4)	 	a description of the claims review procedure, including the
time limits applicable to such procedure, and a statement of the
claimant’s right to bring a civil action under ERISA Section 502(a)
following an adverse determination on review.



 56

 






 






	(c)	 	Request for Review. Within 60 days after receipt of an initial adverse
benefit determination notice, the claimant may file with the Administrator
a written request for a review of the adverse determination and may, in
connection therewith, submit written comments, documents, records and
other information relating to the claim benefits. Any request for review
of the initial adverse determination not filed within 60 days after
receipt of the initial adverse determination notice shall be untimely.
	 
	(d)	 	Claim on Review. If the claim, upon review, is denied in whole or in
part, the Administrator shall notify the claimant of the adverse benefit
determination within 60 days after receipt of such a request for review.




	 	(1)	 	The 60-day period for deciding the claim on review may be
extended for 60 days if the Administrator determines that special
circumstances require an extension of time for determination of the
claim, provided that the Administrator notifies the claimant, prior
to the expiration of the initial 60-day period, of the special
circumstances requiring an extension and the date by which a claim
determination is expected to be made.
	 
	 	(2)	 	In the event that the time period is extended due to a
claimant’s failure to submit information necessary to decide a claim
on review, the claimant shall have 60 days within which to provide
the necessary information and the period for making the claim
determination on review shall be tolled from the date on which the
notification of the extension is sent to the claimant until the date
on which the claimant responds to the request for additional
information or, if earlier, the expiration of 60 days.
	 
	 	(3)	 	The Administrator’s review of a denied claim shall take into
account all comments, documents, records, and other information
submitted by the claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial
benefit determination.




	(e)	 	Notice of Adverse Determination for Claim on Review. A notice of an
adverse determination for a claim on review shall set forth in a manner
calculated to be understood by the claimant:




	 	(1)	 	the specific reasons for the denial;
	 
	 	(2)	 	references to the specific provisions of the Plan on which
the adverse determination is based;
	 
	 	(3)	 	a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant’s
claim for benefits; and
	 
	 	(4)	 	a statement of the claimant’s right to bring an action under
ERISA Section 502(a).




	(f)	 	Deadline to File Legal Action. No legal action to recover Plan benefits
or to enforce or clarify rights under the Plan under Section 502 or
Section 510 of ERISA or under any



 57

 






 






	 	 	other provision of law, whether or not statutory, may be brought by any
claimant on any matter pertaining to this Plan unless the legal action is
commenced in the proper forum before the earlier of:




	 	(1)	 	30 months after the claimant knew or reasonably should have
known of the principal facts on which the claim is based, or
	 
	 	(2)	 	six months after the claimant has exhausted the claim and
review procedure.



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ARTICLE 12: AMENDMENT, TERMINATION OR MERGER OF THE PLAN




	12.1	 	Amendment
	 
	(a)	 	Subject to the provisions hereinafter set forth, the Company reserves the
right at any time and from time to time to modify or amend in whole or in
part any or all of the provisions of the Plan, provided however, that:




	 	(1)	 	no modification or amendment may be made which by reason
thereof will deprive any Participant or Beneficiary without his
consent of any amounts theretofore credited to his Combined Account
under the Plan; and
	 
	 	(2)	 	no such modification or amendment shall make it possible for
any part of any funds contributed under the Plan to be used for, or
diverted to, purposes other than for the exclusive benefit of
Participants or Beneficiaries under the Plan, subject to subsection
(b) below, or as otherwise may be required or permitted under
applicable law.




	(b)	 	Notwithstanding subsection (a) above, any modification or amendment of
the Plan may be made, retroactively if necessary, that the Company deems
necessary or appropriate to bring the Plan or Fund into conformity with
governmental regulations that must be complied with in order to qualify
the Plan, the Fund and contributions for tax exemption or deduction, or
other applicable requirements of statute or governmental regulations.
	 
	(c)	 	The Company may amend the Plan by resolution of its Board of Directors,
or by written action of any two officers of the Company, and either the
Board of Directors or any two officers of the Company may in turn delegate
the authority to amend the Plan to a Committee established pursuant to
Section 11.2 hereof.
	 
	12.2	 	Termination
	 
	(a)	 	The Company assumes no obligation to continue this Plan and specifically
reserves the right at any time and for any reason deemed sufficient by it
to discontinue this Plan and contributions under it. The Company may
discontinue the Plan by resolution of its Board of Directors.
	 
	(b)	 	Upon complete or partial termination of, or complete discontinuance of
contributions under, the Plan, the rights of all affected Participants to
the amounts credited to their Combined Accounts shall be nonforfeitable,
except to the extent required to preclude discrimination between
Participants and classes of Participants. In the case of a sale of all or
a significant portion of the assets used by the Company or a Related
Company in a trade or business or of the sale of all or a significant
portion of the Company’s or a Related Company’s interest in a subsidiary,
the Company, in its sole discretion, may elect to treat any similarly
situated employees of such trade or business or such subsidiary as fully
vested hereunder.



 59

 






 






	(c)	 	In the event of such termination, subject to the limitations set forth in
Section 12.1, the Trustee(s) shall dispose of any and all funds held under
the Plan by any Trustee in accordance with the written order of the
Administrator. The Administrator shall determine the amounts that are
payable under the Plan to Participants or for administrative expenses of
the Plan, and shall direct the Trustee to pay over any and all funds
either directly to the persons certified by it to be entitled to receive
such amounts, to an insurance company or companies for the purchase of
annuity contracts or to the Company for distribution, or to hold such
amounts for distribution at the time and in the manner provided for in
Article 10.
	 
	12.3	 	Plan Merger



In the case of any merger or consolidation with, or transfer of assets or
liabilities to, any other plan, each Participant in this Plan shall be entitled
to a benefit immediately after the merger, consolidation, or transfer (if the
Plan then terminated) that is equal to or greater than the benefit he would
have been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then been terminated).


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ARTICLE 13: LIMITATION OF RIGHTS OF PARTICIPANTS AND BENEFICIARIES




	13.1	 	No Employment Rights



Neither the terms of the Plan nor the benefits hereunder nor the continuance
thereof shall be a term of the employment of any Employee. The Plan shall not
give any Employee the right to be retained in the employment of any Employer.



	13.2	 	Spendthrift Provisions
	 
	(a)	 	No Participant or Beneficiary shall have any transmissible interest in
any benefit nor shall any Participant or Beneficiary have any power to
anticipate, alienate, dispose of, pledge or encumber the same while in the
possession or control of the Trustee, nor shall the Employers, the
Committee or the Trustee recognize any assignment thereof, either in whole
or in part, nor shall it be subject to attachment, garnishment, execution
following judgment or other legal process while in the possession or
control of the Trustee.
	 
	(b)	 	The power to designate Beneficiaries shall not permit or be construed to
permit such power or right to be exercised by the Participant so as
thereby to anticipate, pledge, mortgage or encumber his Plan benefit or
any part thereof, and any attempt of a Participant so to exercise said
power in violation of this provision shall be of no force and effect and
shall be disregarded by the Employers, the Committee and the Trustee.
	 
	(c)	 	This Section shall not apply to the offset of a Participant’s benefit
under the Plan of an amount the Participant is required to pay to the Plan
pursuant to a criminal conviction, civil judgment or settlement agreement
described in Code Section 401(a)(13)(C).
	 
	(d)	 	This Section shall apply to the creation, assignment or recognition of a
right to any benefit payable pursuant to a domestic relations order,
unless such order is determined by the Administrator to be a qualified
domestic relations order as defined in Code Section 414(p).
	 
	13.3	 	Incompetents



If a Participant or Beneficiary to whom distributions shall be due under the
Plan shall be or become incompetent, either physically or mentally, in the
judgment of the Administrator, the Administrator shall have the right to
determine to whom such distributions shall be made for the benefit of such
Participant or Beneficiary.



	13.4	 	Minors



If at any time a person entitled to receive any payment hereunder is a minor,
such payment may be made for the benefit of such minor to his parent, guardian,
or the person with whom he resides, or to the minor himself, and the release of
any such parent, guardian, person or minor shall be valid and complete
discharge for such payment.


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	13.5	 	Doubt as to Identity



In case at any time any doubt exists as to the identity of any person entitled
to any payment hereunder or the amount or time of such payment, or in the event
of a dispute between potential beneficiaries, the Administrator shall be
entitled to direct the Trustee to hold such sum in trust until such identity or
amount or time is determined or until order of a court of competent
jurisdiction, or to pay such sum into court in accordance with appropriate
rules of law in such case then provided.



	13.6	 	Discharge of Liability



If the Administrator or his delegate reasonably believes (taking into account
any document purporting to be a valid consent of the Participant’s spouse, or
any representation by the Participant that he is not married or any designation
of beneficiary) that a distribution in respect of a Participant’s Combined
Account is made to a person who properly qualifies as the Participant’s
Beneficiary, the Plan shall have no further liability with respect to such
Combined Account to the extent of the distribution.



	13.7	 	Overpayments



The Administrator or his delegate shall have the right to recover any Plan
benefit, loan or withdrawal paid to a Participant or Beneficiary in error, to
the extent required by law.


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ARTICLE 14: TOP-HEAVY PROVISIONS




	14.1	 	Application of Article 14



The following provisions of this Article 14 shall apply automatically in any
Plan Year in which the Plan is determined to be Top-Heavy, and shall override
any inconsistent provisions herein. The determination of whether the Plan is a
Top-Heavy Plan in any Plan Year, and the application of these provisions, shall
be interpreted in accordance with the definitions set forth in Section 14.4 and
Code Section 416.



	14.2	 	Top-Heavy Determination
	 
	(a)	 	For purposes of this Article 14, the Plan is a Top-Heavy Plan with
respect to a Plan Year if, as of the Determination Date for the Plan Year,
(1) the Plan has a Top-Heavy Ratio greater than 60% and is not a member of
a Required Aggregation Group, or (2) the Plan is a member of a Required
Aggregation Group that has a Top-Heavy Ratio greater than 60%.
	 
	(b)	 	Notwithstanding subsection (a) above, if the Plan is a member of a
Permissive Aggregation Group with a Top-Heavy Ratio less than or equal to
60%, it shall not be considered to be a Top-Heavy Plan.
	 
	14.3	 	Minimum Contributions
	 
	(a)	 	If the Plan is determined to be a Top-Heavy Plan for a Plan Year, minimum
employer contributions (including forfeitures) shall be made, on behalf of
each Participant who has not separated from service as of the end of the
Plan Year and who is not a Key Employee, of not less than the lesser of
the following percentage of Testing Compensation:




	 	(1)	 	three percent, or
	 
	 	(2)	 	the highest percentage at which employer contributions
(including forfeitures and amounts contributed pursuant to a salary
reduction agreement) are made under the Plan for the Plan Year on
behalf of a Key Employee.




	 	 	Matching Contributions may be counted toward any minimum contribution
requirement under this Section 14.3.
	 
	(b)	 	A Top-Heavy Plan shall not be treated as meeting the requirements of this
Section 14.3 unless the Plan meets such requirements without taking into
account any Social Security contributions or benefits.
	 
	(c)	 	Notwithstanding subsections (a) and (b) above, this Section 14.3 shall
not apply to any Participant to the extent that such Participant is
covered under any other qualified plan of the Company or an Affiliate and
such other plan provides the minimum allocation or benefit requirement
applicable to Top-Heavy Plans.



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	14.4	 	Definitions



For purposes of this Article 14, the following terms shall have the following
meanings:



	(a)	 	“Determination Date” means, with respect to a Plan Year, the last day of
the preceding Plan Year or, in the case of the first Plan Year, the last
day of the Plan Year.
	 
	(b)	 	“Key Employee” means any individual considered as such under Code Section
416(i)(1). For this purpose, annual compensation means compensation
within the meaning of Code Section 415(c)(3).
	 
	(c)	 	“Permissive Aggregation Group” means each plan in the Required
Aggregation Group and any other qualified plan or plans maintained by the
Company or an Affiliate if such group of plans, when considered together,
would meet the requirements of Code Sections 401(a)(4) and 410.
	 
	(d)	 	“Required Aggregation Group” means, with respect to a Plan Year for which
a determination is being made, (1) this Plan, (2) each other qualified
plan of the Company and any Affiliate in which at least one Key Employee
is a participant and (3) any other qualified plan of the Company or any
Affiliate that enables any plan described in items (1) and (2) above to
meet the requirements of Code Section 401(a)(4) or 410.
	 
	(e)	 	“Top-Heavy Ratio” means, with respect to the plans taken into
consideration, a fraction, the numerator of which is the sum of the Key
Employees’ account balances under the applicable defined contribution
plans and the present value of the Key Employees’ accrued benefits under
the applicable defined benefit plans, and the denominator of which is the
sum of all participants’ account balances under the applicable defined
contribution plans and the present value of all participants’ benefits
under the applicable defined benefit plans. Both the numerator and the
denominator of this fraction are adjusted so as to include distributions
made in the Plan Year containing the Determination Date, in-service
distributions in the four preceding Plan Years, and, in the case of
defined contribution plans, any contributions due but unpaid as of the
Determination Date. The preceding sentence shall also apply to
distributions under a terminated plan that if it had not been terminated
would have been included in the Required Aggregation Group. 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. The account
balances and accrued benefits of an individual who is not a Key Employee
but who was a Key Employee in a prior year will be disregarded. When more
than one plan is being considered, the value of account balances and
accrued benefits will be calculated with reference to the Determination
Dates that fall within the same calendar year. Present values shall be
based on reasonable actuarial assumptions as to interest and mortality.
Solely for the purpose of determining if the Plan, or any other plan
included in an aggregation group of which this Plan is a part, is
top-heavy, the accrued benefit of a Participant other than a Key Employee
shall be determined under (1) the method, if any, that uniformly applies
for accrual purposes under all plans maintained by the Company or an
Affiliate or (2) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Code Section



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	 	 	411(b)(1)(C). In all instances, 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 Code Section 416.



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ARTICLE 15: RIGHTS, RESTRICTIONS, AND OPTIONS ON COMPANY STOCK




	15.1	 	Put Option



The Company shall issue a “Put Option” to each Participant (or each
Participant’s Beneficiary) who receives a distribution of Company Stock if, at
the time of such distribution, Company Stock is not then readily tradable on an
established market, as defined in Code Section 409(h). The Put Option shall
permit the Participant (or the Participant’s Beneficiary) to sell such Company
Stock at its then fair market value to the Company at any time during the
60-day period commencing on the date the Company Stock was distributed to the
Participant (or the Participant’s Beneficiary), and, if not exercised within
that period, the Put Option will temporarily lapse. The Administrator, in its
sole discretion, may extend the 60-day period referred to in the immediately
preceding sentence if such an extension is necessary for the Company Stock to
be valued by an independent appraiser as of the applicable Valuation Date
coincident with or immediately preceding the date the Company Stock was
distributed to the recipient. As of the last day of the Plan Year immediately
preceding the Plan Year in which such temporary lapse of the Put Option occurs,
the independent appraiser shall determine the fair market value of the Company
Stock, and the Administrator shall notify each distributee who did not exercise
the initial Put Option prior to its temporary lapse in the preceding Plan Year
of the revised value of the Company Stock. The time during which the Put
Option may be exercised shall recommence on the date such notice or revaluation
is given and shall permanently terminate 60 days thereafter. The Trustee may
be permitted by the Company to purchase Company Stock put to the Company under
a Put Option. Payment for Company Stock sold pursuant to a Put Option shall be
made, as determined in the discretion of the Administrator in the following
forms:



	(a)	 	If a Participant’s Combined Account is distributed in a total
distribution (that is, a distribution within one taxable year of the
balance to the credit of the Participant’s ESOP Account), then payment for
such Company Stock may be made with a promissory note that provides for
substantially equal annual installments commencing within 30 days from the
date of the exercise of the Put Option and over a period not exceeding
five years, with interest payable at a reasonable rate (as determined by
the Administrator) on any unpaid installment balance, with adequate
security provided, and without penalty for any prepayment of such
installments; or
	 
	(b)	 	In a lump sum no later than 30 days after such Participant exercises the
Put Option.



If the Company’s charter or by-laws restrict ownership of substantially all of
the outstanding Company Stock to employees and the Fund, then shares of Company
Stock distributed to a Participant (or his Beneficiary) must be immediately
sold to the Company in accordance with this Section and the Participant shall
not be entitled to the two 60-day put periods described herein.



	15.2	 	Share Legend; Other Restrictions
	 
	(a)	 	Shares of Company Stock held or distributed by the Trustee may include
such legend restrictions on transferability as the Company may reasonably
require in order to assure



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	 	 	compliance with applicable Federal and state securities laws and the
provisions of this Article 15.
	 
	(b)	 	Except as otherwise provided in this Section, no shares of Company Stock
held or distributed by the Trustee may be subject to a put, call or other
option, or buy-sell or similar arrangement.
	 
	15.3	 	Nonterminable Rights



The provisions of this Article 15 are nonterminable, and shall continue to be
applicable to shares of Company Stock even if the Plan ceases to be an employee
stock ownership plan within the meaning of Code Section 4975(e)(7).


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ARTICLE 16: VOTING AND TENDERING OF STOCK




	16.1	 	Voting of Company Stock



The voting of Company Stock held in the Fund shall be subject to the provisions
of ERISA and the following provisions, to the extent such provisions are not
inconsistent with ERISA:



	(a)	 	As long as the Company Stock is a registration-type class of securities,
each Participant shall be entitled to direct the Trustee as to the
exercise of any shareholder voting rights attributable to that portion of
his Combined Account that is invested in Company Stock. For purposes of
the foregoing sentence, each Participant shall be a Named Fiduciary of the
Plan as described in Section 402(a)(2) of ERISA. If a Participant is
entitled to so direct the Trustee, all Company Stock as to which such
instructions have been received (which may include an instruction to
abstain) shall be voted by the Trustee in accordance with such
instructions. The Trustee shall vote any shares of Company Stock held in
the Unreleased Share Account, or any other shares of Company Stock as to
which no voting instructions have been received, in proportion to the
votes cast pursuant to the preceding sentence; provided, however, that the
Trustee may vote the shares as it determines is necessary to fulfill its
fiduciary duties.
	 
	(b)	 	In all other circumstances, the Trustee shall vote all shares of Company
Stock as directed by the Administrator.
	 
	(c)	 	In carrying out its responsibilities under this Section, the Trustee may
rely on information furnished to it by the Administrator, including the
names and current addresses of Participants, that portion of Participants’
Combined Accounts that is invested in Company Stock, and the number of
shares of Company Stock held by the Trustee (if any) that have not yet
been allocated to Participants. The directions received by the Trustee
from Participants and Beneficiaries shall be held by the Trustee in
confidence and shall not be divulged or released to any person, including
officers or employees of an Employer or any Affiliate, except as necessary
to administer the Plan.
	 
	16.2	 	Tendering of Company Stock



The tendering of Company Stock held in the Fund shall be subject to the
provisions of ERISA and the provisions of this Section, to the extent such
provisions are not inconsistent with ERISA. In the event of a tender offer or
other offer to purchase shares of Company Stock held by the Fund, the Trustee
shall tender or sell the shares as directed by each Participant (or, if
applicable, designated beneficiary or alternate payee) with respect to that
portion of the Participant’s Combined Account that is invested in Company
Stock. To the extent the Participant fails to give a timely direction with
respect to that portion of his Combined Account invested in Company Stock, the
Participant will be deemed to have directed the Trustee not to tender shares
attributable to the Participant’s Combined Account. In carrying out its
responsibilities under this Section, the Trustee may rely on information
furnished to it by the Administrator, including the names and current addresses
of Participants, that portion of Participants’ Combined Accounts that is
invested in Company Stock, and the number of shares of Company Stock held by
the


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Trustee (if any) that have not yet been allocated to Participants. The
directions received by the Trustee from Participants and Beneficiaries shall be
held by the Trustee in confidence and shall not be divulged or released to any
person, including officers or employees of an Employer or any Affiliate, except
as necessary to administer the Plan.


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ARTICLE 17: MISCELLANEOUS




	17.1	 	Disclaimers
	 
	(a)	 	Neither the Employers or any of their officers nor any member of their
Boards of Directors nor any member of the Committee nor the Trustee in any
way guarantee the Fund against loss or depreciation, nor do they guarantee
the payment of any benefit or amount which may become due and payable
hereunder to any Participant or Beneficiary. Each Participant,
Beneficiary or other person entitled at any time to payments hereunder
shall look solely to the assets of the Fund for such payments.
	 
	(b)	 	Neither the Employers or any of their officers nor any member of their
Boards of Directors nor any member of the Committee shall in any manner be
liable to any Participant, Beneficiary, or other person for any act or
omission of the Trustee (except to the extent that liability is imposed
under ERISA).
	 
	(c)	 	Neither the Employers or any of their officers nor any member of their
Boards of Directors nor any member of the Committee nor the Trustee shall
be under any liability or responsibility (except to the extent that
liability is imposed under ERISA) for failure to effect any of the
objectives or purposes of the Plan by reason of loss or fluctuation in the
value of the Fund or for the form, genuineness, validity, sufficiency or
effect of any Fund asset at any time held hereunder, or for the failure of
any person, firm or corporation indebted to the Fund to pay such
indebtedness as and when the same shall become due or for any delay
occasioned by reason of any applicable law, order or regulation or by
reason of any restriction or provision contained in any security or other
asset held by the Fund.
	 
	(d)	 	Except as is otherwise provided in ERISA, the Employers and their
officers, the members of their Boards of Directors, the members of the
Committee, the Trustee and other Named Fiduciaries shall not be liable for
an act or omission of another person with regard to a fiduciary
responsibility that has been allocated to or delegated to such other
person pursuant to the terms of the Plan or pursuant to procedures set
forth in the Plan.
	 
	17.2	 	Severability
	 
	 	 	If any provision of the Plan is held invalid or unenforceable, its validity or
unenforceability shall not affect any other provisions of the Plan and the Plan
shall be construed and enforced as if such provisions had not been included
therein.
	 
	17.3	 	Automated Voice Response Systems, Computer Systems



The Administrator, in its discretion, may authorize Participants to make
various requests for information, elections and other transactions under the
Plan through the use of one or more of the following methods: (a) written
communications, (b) telephonic, automated voice response system, (c) computer
network, or (d) any other method designated by the Administrator.


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	17.4	 	Adoption and Withdrawal by Affiliates
	 
	(a)	 	Adoption with Consent. The Committee or a designated officer of the
Company may consent to the adoption of or withdrawal from the Plan by an
Affiliate subject to such conditions as the Committee (or the designated
officer) may impose.
	 
	(b)	 	Procedure for Adoption. Any such Affiliate shall initiate its adoption
of the Plan by delivery of a certified copy of the resolutions of its
board of directors adopting the Plan to the Committee or designated
officer. Upon the consent of the Committee or designated officer of the
adoption by the Affiliate, and the delivery to the Trustee of written
evidence of the consent of the Committee or designated officer, the
adoption of the Plan by the Affiliate shall be effective as of the date
specified by the Committee or designated officer.
	 
	(c)	 	Effect of Adoption. Upon the adoption of the Plan by an Affiliate as
heretofore provided, the Affiliate shall be an Employer hereunder in all
respects. Each Employer that participates in the Plan, as a condition of
its continued participation in the Plan, delegates to the Company the sole
power and authority:




	 	(1)	 	to terminate the Plan (except that each Employer shall have
the power to terminate the Plan as applied to it); to amend the Plan
(except that each Employer shall have the power to amend the Plan as
applied to it by establishing a successor plan to which assets and
liabilities may be transferred);
	 
	 	(2)	 	to appoint, remove and accept the resignation of a Trustee;
to appoint or remove members of the Committee; to appoint or remove
an investment manager; to act as the Administrator;
	 
	 	(3)	 	to direct the Trustee to return an Employer contribution that
was made by mistake or which is not deductible;
	 
	 	(4)	 	to designate Employers; to establish conditions and
limitations upon such adoption of the Plan by Employers; and
	 
	 	(5)	 	to cause the Plan to be merged with another plan and to
transfer assets and liabilities between the Plan and another.




	(d)	 	Procedure for Withdrawal. Any Employer may initiate its withdrawal from
the Plan by delivery to the Committee or a designated officer of the
Company of a certified copy of the resolutions of its board of directors
requesting the withdrawal. Upon the consent of the Committee or
designated officer to the withdrawal, and the delivery to the Trustee of
written evidence of the consent of the Committee or designated officer to
the withdrawal, the Employer shall cease its active participation in the
Plan effective as of the date specified by the Committee or designated
officer.



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	(e)	 	Effect of Withdrawal. Except as otherwise provided by the Committee or a
designated officer of the Company, following the withdrawal from the Plan
of an Employer, no further contributions shall be accepted from that
corporation other than contributions with respect to service prior to the
date of the withdrawal.
	 
	17.5	 	Captions



The captions contained herein and the table of contents, if any, prefixed
hereto are inserted only as a matter of convenience and for reference and in no
way define, limit, enlarge or describe the scope or interest of the Plan nor in
any way affect the Plan or the construction of any provision thereof.



	17.6	 	Construction




	The Plan shall be construed and enforced in accordance with the laws of the
State of Minnesota (without regard to its conflict of laws provisions), except
to the extent that such laws are preempted by Federal law.




	17.7	 	Plan Supplements and Appendices



The provisions of the Plan may be modified by supplements and appendices to the
Plan. The terms and provisions of each supplement and appendix are a part of
the Plan and supersede the provisions of the Plan to the extent necessary to
eliminate inconsistencies between the Plan and such supplement or appendix.



	17.8	 	Sunset Provision



Unless Congress acts to extend the provisions enacted into law under the
Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) that
sunset as of December 31, 2011, the provisions of this Plan based on EGTRRA
shall also sunset as of that date.



	17.9	 	Receipt of Documents



If a form or document must be filed with or received by the Administrator,
Company, Employer, or Trustee (the “appropriate entity”), it must be actually
received by the appropriate entity to be effective. The determination of
whether or when a form or document has been received by the appropriate entity
shall be made by the Administrator on the basis of what documents are
acknowledged by the appropriate entity to be in its actual possession without
regard to the “mailbox rule” or similar rule of evidence. The absence of a
document in the appropriate entity’s records and files shall be conclusive and
binding proof that the document was not received by the appropriate entity.



	17.10	 	Powers of Attorney



The Plan shall recognize as valid a document submitted to the Administrator by
which a Participant, Beneficiary, or alternate payee appoints another person as
his attorney in fact, under the following rules:


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	(a)	 	that neither the Company nor the Administrator shall be required to
determine whether the document complies with the applicable state law
regarding powers of attorneys or attorneys in fact;
	 
	(b)	 	that if the document enumerates one or more specific powers in addition
to a general power to act, the enumeration of one or more specific powers
shall not be deemed to limit the generality of the general power to act;
in other words, the general power shall continue to be in force; and
	 
	(c)	 	that the document is signed by the Participant and is notarized.



The Administrator may establish additional rules for the acceptance of powers
of attorneys for Plan purposes. The Administrator, in its sole discretion, may
review the document as to whether it complies with the Plan’s rules and the
Administrator’s rules. If there is a conflict between the action of a
court-appointed guardian or conservator and an attorney in fact, then the
authority of the court-appointed guardian or conservator shall be recognized as
superior to that of an attorney in fact.



	17.11	 	Guardians and Conservators.



The Plan shall recognize the authority of a court-appointed guardian or
conservator to act on behalf of a Participant, Beneficiary, or alternate payee
to the extent such action is within the authority granted to the
court-appointed guardian or conservator.



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SUPPLEMENT A

SPECIAL PROVISIONS APPLICABLE TO PARTICIPANTS WITH ACCOUNTS ATTRIBUTABLE TO THE

NEW CENTURY ENERGIES, INC. EMPLOYEES’ SAVINGS AND STOCK OWNERSHIP PLAN FOR

NON-BARGAINING UNIT EMPLOYEES




	A.1	 	Purpose



Prior to the Effective Date, certain Employees participated in the New Century
Energies, Inc. Employees’ Savings and Stock Ownership Plan for Non-Bargaining
Unit Employees (the “NCE ESSOP”). As of the Effective Date, the NCE ESSOP was
merged into the Plan. This Supplement A is intended to describe special
provisions applicable to Employees’ balances under the NCE ESSOP that were
transferred to the Plan as a result of the merger of the NCE ESSOP and the
Plan.



	A.2	 	Predecessor Plan Accounts and ESOP Predecessor Plan Accounts



The Administrator shall maintain Predecessor Plan Accounts and ESOP Predecessor
Plan Accounts for former participants in the NCE ESSOP, as described in this
Section.



	(a)	 	The Administrator shall maintain a Predecessor Plan Account (referred to
in this Supplement as the “Retirement Credit Account”) to reflect
retirement program contributions to the NCE ESSOP, and earnings, gains and
losses attributable thereto.
	 
	(b)	 	The Administrator shall maintain the following ESOP Predecessor Plan
Accounts:




	 	(1)	 	An “SPS Employer Contribution Account” to reflect employer
contributions to the Southwestern Public Service Company Employee
Investment Plan;
	 
	 	(2)	 	A “Prior PSCo ESOP After-Tax Account” to reflect
Participants’ after-tax contributions to the NCE ESSOP (or a
predecessor thereto); and
	 
	 	(3)	 	A “Prior PSCo ESOP Employer Contribution Account” to reflect
company contributions to predecessors to the NCE ESSOP.




	 	 	Each of the aforementioned accounts shall also be credited with gains and
losses attributable to amounts credited thereto.
	 
	A.3	 	Retirement Program Credits



Notwithstanding any Plan provision to the contrary, a Participant’s Retirement
Credit Account shall be subject to the following vesting rules:



	(a)	 	If the Participant’s Termination of Employment occurs due to his death,
the Participant shall be 100% vested in his Retirement Credit Account.




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	(b)	 	If the Participant’s Termination of Employment occurs for a reason other
than death, the Participant shall be 100% vested in his Retirement Credit
Account, provided:




	 	(1)	 	The Participant has reached age 65,
	 
	 	(2)	 	The Participant’s Termination of Employment has occurred due
to a disability that entitled the Participant to benefits under an
Employer’s Long Term Disability Income Plan or any successor plan
thereto, as determined by the Administrator, or
	 
	 	(3)	 	The Participant has completed at least five years of vesting
service. The Participant’s years of vesting service for this
purpose shall equal the number of years of such service recognized
for purposes of vesting in the accrued benefit under the New Century
Energies, Inc. Retirement Plan for Non-Bargaining Unit Employees (or
a successor thereto) on the date the Participant’s Termination of
Employment occurs.




	(c)	 	If the Participant’s Termination of Employment occurs and he is not
vested in his Retirement Credit Account, pursuant to the foregoing
subsections, then the following provisions shall apply:




	 	(1)	 	The Participant’s nonvested Retirement Credit Account shall
become a forfeiture as of the earlier of the following dates:




	 	(A)	 	The date the Participant’s vested Combined
Account has been distributed to the Participant.
	 
	 	(B)	 	The date the Participant incurs a Recognized
Break in Service of 60 months’ duration (as defined in
subsection (3) below).




	 	 	 	The Participant shall lose all claim to the nonvested Retirement
Credit Account on the date as of which the forfeiture occurs. The
forfeiture shall be transferred to the Plan’s forfeiture account
for application as provided in subsections (4) and (5) below.
	 
	 	(2)	 	If a Participant whose Retirement Credit Account was
forfeited under subsection (1) is subsequently reemployed and
completes a year of vesting service before incurring a Recognized
Break in Service (as defined in subsection (3) below) of at least 60
months’ duration, an amount shall be reinstated to the Participant’s
Retirement Credit Account as of the last day of the Plan Year in
which such year of vesting service is completed equal to the value
of the forfeiture on the date the forfeiture occurred. The
reinstated Retirement Credit Account shall be funded as provided in
subsection (4). The Participant shall be entitled to such
Retirement Credit Account in accordance with the provisions of this
Section A.3 upon any subsequent Termination of Employment.
	 
	 	(3)	 	For purposes of this subsection (c), a “Recognized Break in
Service” is a period of at least 12 consecutive months beginning on
the day on which a Participant’s




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	 	 	 	Termination of Employment occurs. A Recognized Break in Service
ends on the day the individual resumes employment with the Company
or an Affiliate.





	 	(A)	 	If an employee is absent (with or without pay)
from service with the Company and all Affiliates for any
reason other than quit, discharge, retirement or death, the
Termination of Employment for purposes of this subsection
shall be deemed to occur not later than the first anniversary
of the date such period of absence began.
	 
	 	(B)	 	Solely for purposes of determining when an
individual has incurred a Recognized Break in Service under
this subsection, if the individual is absent from work for
maternity or paternity reasons, the 12-month period beginning
with the first day of such absence shall not be included in
the Recognized Break in Service. For purposes of this
subsection, an absence from work for maternity or paternity
reasons means an absence (i) by reason of the pregnancy of the
individual, (ii) by reason of the birth of a child of the
individual, (iii) by reason of the placement of a child with
the individual in connection with the adoption of such child
by such individual, or (iv) for purposes of caring for such
child for a period beginning immediately following such birth
or placement.





	 	(4)	 	The amount required to reinstate a Retirement Credit Account
pursuant to subsection (2) as of the last day of a Plan Year shall
be provided from the following sources in the priority indicated:





	 	(A)	 	Amounts forfeited under this subsection (c).
	 
	 	(B)	 	Employer contributions for the Plan Year.
	 
	 	(C)	 	Net income or gain of the Fund not previously
allocated to other accounts.





	 	(5)	 	Any forfeitures occurring during a Plan Year (adjusted for
any investment earnings or losses) that are not used to reinstate
accounts pursuant to subsection (4) shall, at the discretion of the
Administrator, be credited against the Matching Contributions due
from the Employers for the Plan Year, or be used to pay reasonable
administrative expenses of the Plan that are chargeable against the
Fund.




	A.4	 	In-Service Distributions
	 
	(a)	 	Hardship Withdrawals. A former NCE ESSOP participant may obtain a
hardship withdrawal from his ESOP Predecessor Plan Accounts, in accordance
with applicable provisions of Section 9.2 of the Plan.
	 
	(b)	 	After-Tax Withdrawals. A former NCE ESSOP participant may obtain an
after-tax withdrawal from his Prior PSCo ESOP After-Tax Account, in
accordance with applicable provisions of Section 9.3 of the Plan.




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SUPPLEMENT B

SPECIAL PROVISIONS APPLICABLE TO PARTICIPANTS WITH ACCOUNTS ATTRIBUTABLE TO THE

XCEL ENERGY EMPLOYEE STOCK OWNERSHIP PLAN




	B.1	 	Purpose



Prior to May 6, 2002, certain Employees participated in the Xcel Energy
Employee Stock Ownership Plan (the “Xcel ESOP”). As of May 6, 2002, the Xcel
ESOP was merged into the Plan. This Supplement B is intended to describe
special provisions applicable to Employees’ balances under the Xcel ESOP that
were transferred to the Plan as a result of the merger of the Xcel ESOP and the
Plan.



	B.2	 	ESOP Predecessor Plan Accounts



The Administrator shall maintain the following ESOP Predecessor Plan Accounts
for former Xcel ESOP Participants:



	(a)	 	A “Prior NSP ESOP Employee After-Tax Account” to reflect Participants’
after-tax contributions under the Xcel ESOP;
	 
	(b)	 	A “Prior NSP ESOP Employer Contribution Account” to reflect company
contributions under the Xcel ESOP; and
	 
	(c)	 	A “Prior NSP ESOP (ER/EE) Account” to reflect combined company
contributions and earnings on company and participant contributions under
the Xcel ESOP, for participants who terminated employment thereunder prior
to May 6, 2002.



Each of the aforementioned accounts shall also be credited with gains and
losses attributable to amounts credited thereto.



	B.3	 	After-Tax Withdrawals



A former Xcel ESOP participant may obtain an after-tax withdrawal from his
Prior NSP ESOP Employee After-Tax Account, in accordance with applicable
provisions of Section 9.3 of the Plan.



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APPENDIX A

MODEL AMENDMENT UNDER CODE SECTION 401(A)(9)




	A.1	 	General Rules
	 
	(a)	 	Effective Date. The provisions of this Appendix will apply for purposes
of determining required minimum distributions for calendar years beginning
with the 2003 calendar year.
	 
	(b)	 	Precedence. The requirements of this Appendix will take precedence over
any inconsistent provisions of the Plan.
	 
	(c)	 	Requirements of Treasury Regulations Incorporated, All distributions
required under this Appendix will be determined and made in accordance
with the Treasury Regulations under Code Section 401(a)(9).
	 
	(d)	 	TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions
of this Appendix, other than paragraph (c) above, distributions may be
made under a designation made before January 1, 1984, in accordance with
Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.
	 
	A.2	 	Time and Manner of Distribution
	 
	(a)	 	Required Commencement Date. The Participant’s entire interest will be
distributed, or begin to be distributed, to the Participant no later than
the Participant’s Required Commencement Date.
	 
	(b)	 	Death of Participant Before Distributions Begin. If the Participant dies
before distributions begin, the Participant’s entire interest will be
distributed, or begin to be distributed, no later than as follows:




	 	(1)	 	The Participant’s entire interest will be distributed by
December 31 of the calendar year containing the fifth anniversary of
the Participant’s death.
	 
	 	(2)	 	If the Participant’s surviving spouse is the Participant’s
sole Designated Beneficiary and the surviving spouse dies after the
Participant but before distributions to the surviving spouse begin,
this Section A.2(b) will apply as if the surviving spouse were the
Participant.




	 	 	For purposes of this Section A.2(b) and Section A.4, unless Section
A.2(b)(2) applies, distributions are considered to begin on the
Participant’s Required Commencement Date. If Section A.2(b)(2) applies,
distributions are considered to begin on the date distributions are
required to begin to the surviving spouse under Section A.2(b)(1)). If
distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant’s Required
Commencement Date (or to the Participant’s surviving spouse before the
date distributions are required to begin to the surviving




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	 	 	spouse under Section A.2(b)(1)), the date distributions are considered to
begin is the date distributions actually commence.
	 
	(c)	 	Forms of Distribution. Unless the Participant’s interest is distributed
in the form of an annuity purchased from an insurance company or in a
single sum on or before the Required Commencement Date, as of the first
Distribution Calendar Year, distributions will be made in accordance with
Sections A.3 and A.4 of this Appendix. If the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements
of Code Section 401(a)(9).
	 
	A.3	 	Required Minimum Distributions During Participant’s Lifetime
	 
	(a)	 	Amount of Required Minimum Distribution for Each Distribution Calendar
Year. During the Participant’s lifetime, the minimum amount that will be
distributed for each Distribution Calendar Year is the lesser of:




	 	(1)	 	the quotient obtained by dividing the Participant’s Account
Balance by the distribution period in the Uniform Lifetime Table set
forth in Treasury Regulations Section 1.401(a)(9)-9, using the
Participant’s age as of the Participant’s birthday in the
Distribution Calendar Year; or
	 
	 	(2)	 	if the Participant’s sole Designated Beneficiary for the
Distribution Calendar Year is the Participant’s spouse, the quotient
obtained by dividing the Participant’s Account Balance by the number
in the Joint and Last Survivor Table set forth in Treasury
Regulations Section 1.401(a)(9)-9, using the Participant’s and
spouse’s attained ages as of the Participant’s and spouse’s
birthdays in the Distribution Calendar Year.




	(b)	 	Lifetime Required Minimum Distributions Continue Through Year of
Participant’s Death. Required minimum distributions will be determined
under this Section A.3 beginning with the first Distribution Calendar Year
and up to and including the Distribution Calendar Year that includes the
Participant’s date of death.
	 
	A.4	 	Required Minimum Distributions After Participant’s Death
	 
	(a)	 	Death on or After Date Distributions Begin.




	 	(1)	 	Participant Survived by Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there
is a Designated Beneficiary, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of
the Participant’s death is the quotient obtained by dividing the
Participant’s Account Balance by the longer of the remaining Life
Expectancy of the Participant or the remaining Life Expectancy of
the Participant’s Designated Beneficiary, determined as follows:




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	 	(A)	 	The Participant’s remaining Life Expectancy is
calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.
	 
	 	(B)	 	If the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, the remaining Life
Expectancy of the surviving spouse is calculated for each
Distribution Calendar Year after the year of the Participant’s
death using the surviving spouse’s age as of the spouse’s
birthday in that year. For Distribution Calendar Years after
the year of the surviving spouse’s death, the remaining Life
Expectancy of the surviving spouse is calculated using the age
of the surviving spouse as of the spouse’s birthday in the
calendar year of the spouse’s death, reduced by one for each
subsequent calendar year.
	 
	 	(C)	 	If the Participant’s surviving spouse is not the
Participant’s sole Designated Beneficiary, the Designated
Beneficiary’s remaining Life Expectancy is calculated using
the age of the beneficiary in the year following the year of
the Participant’s death, reduced by one for each subsequent
year.




	 	(2)	 	No Designated Beneficiary. If the Participant dies on or
after the date distributions begin and there is no Designated
Beneficiary as of September 30 of the year after the year of the
Participant’s death, the minimum amount that will be distributed for
each Distribution Calendar Year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s Account
Balance by the Participant’s remaining Life Expectancy calculated
using the age of the Participant in the year of death, reduced by
one for each subsequent year.




	(b)	 	Death Before Date Distributions Begin.




	 	(1)	 	Distribution of the Participant’s entire interest will be
completed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.
	 
	 	(2)	 	If the Participant dies before the date distributions begin,
the Participant’s surviving spouse is the Participant’s sole
Designated Beneficiary, and the surviving spouse dies before
distributions are required to begin to the surviving spouse under
Section A.2(b)(1), this Section A.4(b) will apply as if the
surviving spouse were the Participant.




	A.5	 	Definitions
	 
	(a)	 	Designated Beneficiary. The individual who is the beneficiary under
Section 1.11 of the Plan and is the designated beneficiary under Code
Section 401(a)(9) and Treasury Regulations Section 1.401(a)(9)-1, Q&A-4.
	 
	(b)	 	Distribution Calendar Year. A calendar year for which a minimum
distribution is required. For distributions beginning before the
Participant’s death, the first Distribution




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	 	 	Calendar Year is the calendar year immediately preceding the calendar
year which contains the Participant’s Required Commencement Date. For
distributions beginning after the Participant’s death, the first
Distribution Calendar Year is the calendar year in which distributions
are required to begin under Section A.2(b). The required minimum
distribution for the Participant’s first Distribution Calendar Year will
be made on or before the Participant’s Required Commencement Date. The
required minimum distribution for other Distribution Calendar Years,
including the required minimum distribution for the Distribution Calendar
Year in which the Participant’s Required Commencement Date occurs, will
be made on or before December 31 of that Distribution Calendar Year.
	 
	(c)	 	Life Expectancy. Life Expectancy as computed by use of the Single Life
Table in Treasury Regulations Section 1.401(a)(9)-9.
	 
	(d)	 	Participant’s Account Balance. The Combined Account balance as of the
last Valuation Date in the calendar year immediately preceding the
Distribution Calendar Year (valuation calendar year) increased by the
amount of any contributions made and allocated or forfeitures allocated to
the Combined Account as of dates in the valuation calendar year after the
Valuation Date and decreased by distributions made in the valuation
calendar year after the Valuation Date. The Combined Account for the
valuation calendar year includes any amounts rolled over or transferred to
the Plan either in the valuation calendar year or in the Distribution
Calendar Year if distributed or transferred in the valuation calendar
year.
	 
	(e)	 	Required Commencement Date. The date specified in Section 10.5(b).



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