##### 



PHI, INC. 401(k) RETIREMENT PLAN
 Working Copy of
2001 Amended and Restated Plan
 Effective January 1, 2006
 (Incorporating Amendments One through Eight)
 Fisher & Phillips LLP
Volume Submitter Plan




---



##### 



TABLE OF CONTENTS
 INTRODUCTION
    
    
    1ARTICLE 1 DEFINITIONS
    
    
    21.1
    
    
    Account Balance or Account
    
    
    21.2
    
    
    Act
    
    
    21.3
    
    
    Affiliate
    
    
    21.4
    
    
    Beneficiary
    
    
    21.5
    
    
    Board of Directors or Board
    
    
    21.6
    
    
    Code
    
    
    21.7
    
    
    Company
    
    
    21.8
    
    
    Compensation
    
    
    21.9
    
    
    Effective Date
    
    
    41.10
    
    
    Eligible Employee
    
    
    41.11
    
    
    Employee
    
    
    41.12
    
    
    Employee Benefits Committee or Committee
    
    
    51.13
    
    
    Employer
    
    
    51.14
    
    
    Employer Account
    
    
    51.15
    
    
    Employment Commencement Date
    
    
    51.16
    
    
    Entry Date
    
    
    51.17
    
    
    401(k) Account
    
    
    51.18
    
    
    401(k) Contributions
    
    
    51.19
    
    
    Highly Compensated Employee
    
    
    51.20
    
    
    Hour of Service
    
    
    61.21
    
    
    Investment Fund
    
    
    71.22
    
    
    Limitation Year
    
    
    71.23
    
    
    Matching Account
    
    
    71.24
    
    
    Matching Contributions
    
    
    71.25
    
    
    Nonelective Contribution Account
    
    
    71.26
    
    
    Nonhighly Compensated Employee
    
    
    71.27
    
    
    Normal Retirement Age
    
    
    71.28
    
    
    Normal Retirement Date
    
    
    71.29
    
    
    One Year Period of Severance
    
    
    71.30
    
    
    Participant
    
    
    81.31
    
    
    Plan
    
    
    81.32
    
    
    Plan Year
    
    
    81.33
    
    
    Predecessor Company
    
    
    81.34
    
    
    Prior Plan
    
    
    81.35
    
    
    Qualified Domestic Relations Order
    
    
    81.36
    
    
    Qualified Nonelective Contributions
    
    
    81.37
    
    
    Qualified Matching Contributions
    
    
    81.38
    
    
    Rollover Account
    
    
    81.39
    
    
    Rollover Contribution
    
    
    81.40
    
    
    Service
    
    
    81.41
    
    
    Severance of Service
    
    
    91.42
    
    
    Spouse or Surviving Spouse
    
    
    101.43
    
    
    Totally and Permanently Disabled
    
    
    10




---



##### 



1.44
    
    
    Trust
    
    
    101.45
    
    
    Trustee
    
    
    101.46
    
    
    Valuation Date
    
    
    101.47
    
    
    Year of Service
    
    
    10ARTICLE 2 ELIGIBILITY AND PARTICIPATION
    
    
    122.1
    
    
    Initial Participation
    
    
    122.2
    
    
    Change in Status
    
    
    122.3
    
    
    Participation upon Reemployment
    
    
    122.4
    
    
    Ineligible Employees
    
    
    13ARTICLE 3 CONTRIBUTIONS
    
    
    143.1
    
    
    Employee Contributions
    
    
    143.2
    
    
    Company Contributions
    
    
    143.3
    
    
    Makeup Contributions
    
    
    153.4
    
    
    401(k) Plan Nondiscrimination Testing
    
    
    153.5
    
    
    Rollover Contributions
    
    
    153.6
    
    
    Method and Time for Payment of Contributions
    
    
    163.7
    
    
    Contribution Due to Mistake of Fact
    
    
    163.8
    
    
    Nondeductible Overpayment
    
    
    163.9
    
    
    Individual Accounting
    
    
    16ARTICLE 4 CONTRIBUTION ALLOCATIONS AND VESTING
    
    
    174.1
    
    
    Allocation of Employee Contributions
    
    
    174.2
    
    
    Company Contributions
    
    
    174.3
    
    
    Limitation on Annual Addition
    
    
    184.4
    
    
    Vesting
    
    
    204.5
    
    
    Forfeitures
    
    
    20ARTICLE 5 VALUATION OF FUND AND ALLOCATION OF GAINS AND LOSSES
    
    
    225.1
    
    
    Valuation of Fund
    
    
    225.2
    
    
    Daily Valuation
    
    
    22ARTICLE 6 PAYMENT OF BENEFITS
    
    
    236.1
    
    
    Distribution of Benefits
    
    
    236.2
    
    
    Amount, Time and Method of Payment
    
    
    236.3
    
    
    Small Benefit Payments
    
    
    246.4
    
    
    Minimum Distribution Rules
    
    
    246.5
    
    
    Election of Direct Rollover
    
    
    256.6
    
    
    Definitions
    
    
    256.7
    
    
    Qualified Domestic Relations Order Payments
    
    
    266.8
    
    
    Reemployment
    
    
    26ARTICLE 7 DEATH BENEFITS
    
    
    277.1
    
    
    Death Benefits
    
    
    277.2
    
    
    Designation of Beneficiary
    
    
    277.3
    
    
    Time and Method of Payment
    
    
    27
 (ii)




---



##### 



ARTICLE 8 IN-SERVICE WITHDRAWALS BY PARTICIPANTS
    
    
    298.1
    
    
    Hardship Withdrawals from 401(k) Account
    
    
    298.2
    
    
    Withdrawal from Rollover Account
    
    
    308.3
    
    
    Withdrawals after Age 591/2
    
    
    308.4
    
    
    Limitations on Withdrawals
    
    
    308.5
    
    
    Automated Withdrawals
    
    
    31ARTICLE 9 INVESTMENT OF TRUST ASSETS  PARTICIPANT DIRECTED INVESTMENTS
    
    
    329.1
    
    
    Participant Directed Investments
    
    
    329.2
    
    
    Voting Rights
    
    
    32ARTICLE 10 PLAN ADMINISTRATION
    
    
    3310.1
    
    
    Establishment of the Employee Benefits Committee
    
    
    3310.2
    
    
    Powers of the Employee Benefits Committee
    
    
    3310.3
    
    
    Duties and Authority of the Employee Benefits Committee
    
    
    3410.4
    
    
    Actions by the Committee or a Subcommittee
    
    
    3510.5
    
    
    Indemnification
    
    
    3510.6
    
    
    Benefit Application and Claims Procedure
    
    
    3510.7
    
    
    Responsibilities of Named Fiduciaries Other than the Committee
    
    
    3610.8
    
    
    Allocation of Responsibilities
    
    
    3610.9
    
    
    Designation of Persons to Carry Out Responsibilities of Named Fiduciaries
    
    
    3610.10
    
    
    Payment of Expenses
    
    
    36ARTICLE 11 PLAN ADOPTION, AMENDMENT OR TERMINATION
    
    
    3711.1
    
    
    Amendment of Plan
    
    
    3711.2
    
    
    Merger
    
    
    3711.3
    
    
    Form of Amendments
    
    
    3711.4
    
    
    Acceptance of Transferred Assets
    
    
    3711.5
    
    
    Plan to Plan Transfers
    
    
    3711.6
    
    
    Plan Termination or Partial Termination
    
    
    38ARTICLE 12 TRUST FUND AND THE TRUSTEE
    
    
    3912.1
    
    
    Trust and Trustee
    
    
    3912.2
    
    
    Assets of the Trust
    
    
    39ARTICLE 13 MISCELLANEOUS
    
    
    4013.1
    
    
    Limitation of Assignment
    
    
    4013.2
    
    
    Legally Incompetent Distributee
    
    
    4013.3
    
    
    Unclaimed Payments
    
    
    4013.4
    
    
    Notification of Addresses
    
    
    4013.5
    
    
    Notice of Proceedings and Effect of Judgment
    
    
    4013.6
    
    
    Severability
    
    
    4013.7
    
    
    Prohibition Against Reversion
    
    
    4113.8
    
    
    Limitation of Rights
    
    
    4113.9
    
    
    Controlling Law
    
    
    41
 (iii)




---



##### 



13.10
    
    
    Errors in Payment
    
    
    4113.11
    
    
    USERRA and Code Section 414(u) Compliance
    
    
    4113.12
    
    
    Loans
    
    
    4113.13
    
    
    Headings and Use of Words
    
    
    42ARTICLE 14 TOP-HEAVY PROVISIONS
    
    
    4314.1
    
    
    Applicability of this Article
    
    
    4314.2
    
    
    Top-Heavy and Super Top-Heavy Determination
    
    
    4314.3
    
    
    Computation of the Aggregate of the Account Balances
    
    
    4314.4
    
    
    Required Aggregation of Plans
    
    
    4414.5
    
    
    Permissive Aggregation of Plans
    
    
    4514.6
    
    
    Special Rules of Top-Heavy Plans and Super Top-Heavy Plans
    
    
    4514.7
    
    
    Special Definitions
    
    
    46ARTICLE 15 GOOD FAITH EGTRRA PROVISIONS
    
    
    4815.1
    
    
    Limitations on Contributions
    
    
    4815.2
    
    
    Increase in Compensation Limit
    
    
    4815.3
    
    
    Modification of Top-Heavy Rules
    
    
    4815.4
    
    
    Direct Rollovers of Plan Distributions
    
    
    4915.5
    
    
    Rollovers from Other Plans
    
    
    5015.6
    
    
    Rollovers Disregarded in Involuntary Cash-Outs
    
    
    5015.7
    
    
    Repeal of Multiple Use Test
    
    
    5015.8
    
    
    Elective Deferrals  Contribution Limitation
    
    
    5015.9
    
    
    Maximum Salary Reduction Contributions
    
    
    5115.10
    
    
    Catch-Up Contributions
    
    
    5115.11
    
    
    Suspension Period Following Hardship Distribution
    
    
    5115.12
    
    
    Distribution upon Severance from Employment
    
    
    51ARTICLE 16 MINIMUM DISTRIBUTION REQUIREMENTS
    
    
    5216.1
    
    
    General Rules
    
    
    5216.2
    
    
    Time and Manner of Distribution
    
    
    5216.3
    
    
    Required Minimum Distributions During Participants Lifetime
    
    
    5316.4
    
    
    Required Minimum Distributions After Participants Death
    
    
    5416.5
    
    
    Definitions
    
    
    55SCHEDULE A 401(k) PLAN NONDISCRIMINATION TESTING
    
    A - 1SCHEDULE B ELIGIBLE UNION EMPLOYEES
    
    
    B - 1SCHEDULE C PARTICIPATING AFFILIATES
    
    
    C - 1
 (iv)




---



##### 



INTRODUCTION




---



##### 



ARTICLE 1
 DEFINITIONS
  Account Balance or Account
 Act
 Affiliate
 Beneficiary
 Board of Directors or Board
 Code
 Company
 Compensation
 (a)
    
    General Definition. Compensation generally means
wages, salaries and fees for professional services and other amounts received
(without regard to whether or not an amount is paid in cash) for personal
services actually rendered in the course of employment with the employer
maintaining the plan to the extent that the amounts are includable in gross
income (including, but not limited to, commissions paid salesmen, compensation
for services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in IRS regulations section
1.62-2(c)). Compensation shall include any amount contributed by a Company on
behalf of a Participant pursuant to
 2




---



##### 



a salary reduction agreement which is not
includible in the gross income of the Participant under Code Section 125,
132(f)(4), 401(k), 402(e)(3) or 402(h). Effective March 1, 2003, Compensation
shall also include payments made to an Employee while on leave pursuant to the
Uniformed Services Employment and Reemployment Rights Act (USERRA).
Compensation shall exclude the following:
 (i)
    
    Employer contributions to a plan of deferred
compensation which are not includible in the Employees gross income
for the taxable year in which contributed, or employer contributions
under a simplified employee pension plan, or any distributions from a
plan of deferred compensation;(ii)
    
    Amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held
by the employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;(iii)
    
    Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and(iv)
    
    Other amounts which received special tax
benefits, or contributions made by the employer (whether or not under a
salary reduction agreement) towards the purchase of an annuity contract
described in section 403(b) of the Internal Revenue Code (whether or
not the contributions are actually excludable from the gross income of
the employee).
 (b)
    
    For Plan Years beginning in 1997 and thereafter, Compensation
shall be limited to $160,000 annually and shall be adjusted for changes in the
cost of living in accordance with Code Section 401(a)(17)(B). For Plan Years
of less than 12 months, this limit shall be prorated based on the number of
calendar months in the short Plan Year.(c)
    
    Definition for Purposes of 401(k) Contributions.
Notwithstanding (a) above, for purposes of determining an Employees 401(k)
Contributions, Compensation shall exclude commissions, vacation purchases and
other extra or special compensation, such as, but not limited to, safety
awards, one-time relocation bonuses, incentive bonuses, and severance pay
(including cashout of vacation pay, both banked and current). Effective
January 1, 2002, Compensation shall include cash payments of banked vacation
pay paid while actively employed and incentive bonuses paid for the 2002 fiscal
year and years thereafter.(d)
    
    Definition for Purposes of Matching Contributions.
Notwithstanding (a) above, for purposes of determining Matching Contributions,
Compensation shall exclude bonuses, commissions, overtime pay, vacation
purchases, and other extra or special compensation such as, but
 3




---



##### 



not limited to,
safety awards, one time relocation bonuses, incentive bonuses, and severance
pay (including cashout of vacation pay, both banked and current). Effective
January 1, 2002 Compensation shall include banked vacation pay paid while
actively employed and incentive bonuses paid on account of the 2002 fiscal year
and years thereafter.
 Effective Date
 Eligible Employee
 (a)
    
    covered by a collective bargaining agreement between a union
and a Company, provided that retirement benefits were the subject of good faith
bargaining, unless (1) the bargaining agreement specifically provides for
participation in this Plan, or (2) the bargaining agreement specifically
provides for participation in a tax-qualified plan of a company acquired by the
Employer or an Affiliate and the Employee Benefits Committee has consented to
participation in this Plan, which consent is evidenced by specifying the
bargaining agreement in Schedule B,(b)
    
    a leased employee, or(c)
    
    a non-resident alien.
 Employee
   4




---



##### 



(a)
    
    such employee is covered by a money purchase pension plan
providing:
 (i)
    
    a nonintegrated employer contribution rate of
at least 10 percent of compensation, as defined in section 415(c)(3) of
the Code, but including amounts contributed pursuant to a salary
reduction agreement which are excludable from the employees gross
income under section 125, 132(f)(4), section 402(e)(3), section
402(h)(1)(B) or section 403(b) of the Code,(ii)
    
    immediate participation, and(iii)
    
    full and immediate vesting; and
 (b)
    
    leased employees do not constitute more than 20 percent of the
recipients nonhighly compensated work force.
 Employee Benefits Committee or Committee
 Employer
 Employer Account
 Employment Commencement Date
 Entry Date
 401(k) Account
 401(k) Contributions
 Highly Compensated Employee
 (a)
    
    is a 5-percent owner at any time during the year or the
preceding year; or(b)
    
    received compensation during the preceding year from the
Company in excess of $80,000 (as adjusted pursuant to Code Section 415(d)),
and, if
 5




---



##### 



the Employer so elects, was a member of the top-paid group for such
year.An employee is in the top-paid group of employees for any year if such
employee is in the group consisting of the top 20 percent of employees when
ranked on the basis of compensation paid during such year. For purposes of
determining the number of employees in the top-paid group, the Company shall
exclude employees who:
 (i)
    
    have not completed 6 months of service;(ii)
    
    normally work less than 171/2 hours per week;(iii)
    
    normally work during not more than 6 months in any year;(iv)
    
    have not attained age 21; and(v)
    
    except to the extent provided in regulations,
are included in a unit of employees covered by a collective bargaining
agreement between employee representatives and the Company.
 A former Employee shall be treated as a Highly Compensated Employee if such
employee was a Highly Compensated Employee when such employee separated from
service, or such employee was a Highly Compensated Employee at any time
after attaining age 55.The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of employees in the top-paid
group, and the compensation that is considered, will be made in accordance
with Code Section 414(q) and the regulations thereunder.For the 1997 Plan Year, the above rules apply as if they were in effect
during the Plan Year beginning in 1996.
 Hour of Service
 (a)
    
    Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for a Company. These hours shall be
credited to the Employee for the computation period or periods in which the
duties are performed;(b)
    
    Each hour for which an Employee is paid, or entitled to
payment, by a Company on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including disability), layoff,
jury duty, or leave of absence. Such person shall not be considered to have
terminated employment under this Section 1.22(b) unless the person fails to
return to the employ of the Company at or prior to the expiration date of the
persons absence hereunder, in which case
 6




---



##### 



the person shall be deemed to have
terminated employment as of the date of commencement of such absence;(c)
    
    Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by a Company. These hours shall be
credited to the Employee for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement or payment is made.
    Investment Fund
 Limitation Year
 Matching Account
 Matching Contributions
 Nonelective Contribution Account
 Nonhighly Compensated Employee
 Normal Retirement Age
 Normal Retirement Date
 One Year Period of Severance
 7




---



##### 



Participant
 Plan
 Plan Year
 Predecessor Company
 Prior Plan
 Qualified Domestic Relations Order
 Qualified Nonelective Contributions
 Qualified Matching Contributions
 Rollover Account
 Rollover Contribution
 Service
 (a)
    
    If an Employee has a Severance of Service because of a quit,
discharge or retirement and then performs an Hour of Service within twelve (12)
months of the Severance of Service date, he or she shall receive Service credit
for the period of time commencing on the date a Severance of Service occurs and
ending on the date on which the Employee again performs an Hour of Service for
the Employer or an Affiliate. (hereafter referred to as Period of
Severance).(b)
    
    An Employee who has a Severance of Service because of a quit,
discharge or retirement during or immediately following an authorized leave of
absence, and who performs an Hour of Service within (12)
 8




---



##### 



months from the date
the leave of absence began, shall receive service credit for the Period of
Severance. If an Employee is absent for 12 full months, no service credit is
given for the Period of Severance, except as required by Section 13.11.
   Severance of Service
 (a)
    
    the date on which the Employee quits, retires, is discharged or
dies;(b)
    
    the date on which the Employee fails to return to the service
of the Company at the expiration of an authorized leave of absence in excess of
twelve (12) months or recovery from being Totally and Permanently Disabled in
excess of six (6) months; or(c)
    
    the first anniversary of the first date of a period in which
the Employee remains absent from service with the Company (with or without pay)
for any reason other than quit, retirement, discharge, death, authorized leave
of absence or Total and Permanent Disability (such as vacation, holiday,
sickness, unauthorized leave of absence or layoff).
  (d)
    
    a period of service with the Armed Forces of the United States
of America, if an Employee who left active service with the Company to enter
and did directly enter such Armed Forces, returned to active employment
within the time and under the conditions which entitle him/her to reemployment
rights under the laws of the United States of America;(e)
    
    transfer directly from the employment of one Company to another
Company. Transfer of an Employee in this Plan to service with an Affiliate
which has not adopted this Plan will not be considered a Severance of Service
and will cause such service to be included as Service in this Plan. However,
such aforesaid service will only be
 9




---



##### 



credited for vesting purposes and not for
benefit purposes under this Plan; or(f)
    
    the period ending on the second anniversary of any absence from
work by reason of the pregnancy of the Employee, by reason of the birth of a
child of the Employee, by reason of the placement of a child with the Employee
in connection with the adoption of such child by the Employee, or for purposes
of caring for such child for a period immediately following such birth or
placement; provided, however, that the period between the first and second
anniversaries of the first day of any such absence shall not count as Service
and no credit will be given for such period for vesting purposes.
 Spouse or Surviving Spouse
 Totally and Permanently Disabled
 Trust
 Trustee
 Valuation Date
 Year of Service
  10




---



##### 



(a)
    
    A number of years equal to the number of years of service
credited to the Employee under the terms of the Prior Plan before the Plan Year
in which the Prior Plan was amended and restated; and(b)
    
    The greater of:
 (i)
    
    the period of Service that would be credited to
the Employee under the Service provisions of the this Plan beginning on
the first day of the Plan Year in which the Plan is amended and
restated; or(ii)
    
    the service taken into account under the Prior
Plan for the year of the amendment as of the date the Prior Plan is
amended and restated.
 11




---



##### 



ARTICLE 2
 ELIGIBILITY AND PARTICIPATION
 Initial Participation.
 Change in Status.
 (a)
    
    If a Participant no longer meets the definition of an Eligible
Employee, such Participant may no longer contribute to the Plan and is no
longer eligible for Company contributions effective as of the time of such
change in status. If any such Employee again becomes an Eligible Employee,
active participation in the Plan commences effective as of the time of the
change in status. A change in status includes, but is not limited to, transfer
to or from an Affiliate which is not participating in this Plan or becoming a
member of a collective bargaining unit whose members do not participate in the
Plan.(b)
    
    If an Employee is employed by a Company after working for an
Affiliate not covered by the Plan, his Service with the Affiliate shall count
for purposes of meeting the eligibility requirement of Section 2.1, except that
if his employment with the Affiliate terminated and he is reemployed by a
Company after more than five consecutive One Year Periods of Severance, prior
Service is disregarded.
 Participation upon Reemployment .
 (a)
    
    If an Employee incurs a One Year Period of Severance prior to
completing the eligibility requirement of Section 2.1 and is later reemployed
by a Company, his prior Service shall be disregarded for purposes of meeting
the eligibility requirement of Section 2.1.(b)
    
    If a Participant has no vested interest in his Matching Account
and Employer Account and incurs more than five consecutive One Year Periods of
Severance, prior Service shall be disregarded for purposes of meeting the
eligibility requirement of Section 2.1.
  12




---



##### 



Ineligible Employees
 13




---



##### 



ARTICLE 3
 CONTRIBUTIONS
 Employee Contributions.
 (a)
    
    401(k) Contributions
 (i)
    
    Participant Election. A Participant
may elect to make 401(k) Contributions in whole percentages of
Compensation on a form provided by the Committee or by any other method
authorized by the Committee, which may not be less than 1% of
Compensation and which may not exceed the lesser of: (A) 90% of
Compensation, or (B) $15,000 (the Code Section 402(g) limit in effect
for the 2006 taxable year), adjusted from time to time for increases in
the cost-of-living pursuant to Code Section 402(g)(5).(ii)
    
    Separate Election for Bonuses and Accrued
Vacation. Notwithstanding the preceding, a Participant may make a
separate deferral election with respect to bonuses and accrued vacation
payments made in lieu of time off, in a percentage from 1% to 100%,
subject to the Code Section 402(g) limit in effect for the applicable
Plan Year.(iii)
    
    Automatic Enrollment. An Employee
hired or rehired on or after April 1, 2006, will be automatically
enrolled in the Plan with an election equal to 3% of Compensation on
the first date he is otherwise eligible to participate in the Plan if
he does not make an affirmative election under paragraph (i) above.
Such deemed deferral election shall remain in effect until changed by
the Participant in accordance with the terms of Section 3.1(b) of the
Plan. Each Employee will be given a reasonable amount of time before
the first applicable payroll period, to elect to cancel his/her
automatic enrollment instead of having the automatic 401(k) deferral
election applied to his/her pay.
 (b)
    
    Participants Election. A Participant may make or
change the contribution election made pursuant to this Section 3.1 at any time
in accordance with the Plans administrative procedures.
 Company Contributions
 (a)
    
    Matching Contributions. The Company shall make
Matching Contributions on behalf of each Participant who is an Eligible
Employee in an amount equal to 200% of the amount contributed for said
Participant under Section 3.1(a); however, no more than 3% of the Participants
Compensation shall be taken into account. The Matching Contribution shall be
made taking into account Compensation on a payroll period basis. The annual
Matching Contribution under this Section shall equal
 14




---



##### 



two times the Participants 401(k) Contribution, not to exceed 6% of the
Participants Compensation. The Matching Contribution shall be made taking
into account Compensation on a payroll period basis with respect to regular
payroll checks and on the basis of each payment made with respect to
incentive bonuses and cash payment of banked vacation pay paid while
actively employed.(b)
    
    Discretionary Matching Contributions. The Company, in
its sole discretion, may make discretionary matching contributions to the Plan
to match Participants 401(k) Contributions.(c)
    
    Discretionary Contributions. The Company, in its sole
discretion, may make a profit sharing contribution to the Plan for a Plan Year,
without regard to whether the Company has profits.(d)
    
    Qualified Nonelective Contributions and Qualified Matching
Contributions. The Company may make Qualified Nonelective Contributions
and/or Qualified Matching Contributions to satisfy the nondiscrimination tests
described in Schedule A of the Plan. The Employer shall not be required to
make a Qualified Nonelective Contribution or a Qualified Matching Contribution
for any Plan Year, and the Employer shall have sole discretion to determine
whether any such contribution shall be made for a Plan Year and the amount of
such contribution.
 Makeup Contributions
 401(k) Plan Nondiscrimination Testing
 Rollover Contributions .
   15




---



##### 



Method and Time for Payment of Contributions.
 (a)
    
    It is the intent of the Company to pay 401(k) Contributions to
the Trust in accordance with Department of Labor regulations.(b)
    
    All other contributions shall be paid to the Trust no later
than the time prescribed by law (including extensions thereof) for filing the
Companys federal income tax return for the fiscal year ending with or within
the Plan Year for which the contribution is made.
 Contribution Due to Mistake of Fact
 Nondeductible Overpayment
 Individual Accounting .
 16




---



##### 



ARTICLE 4
 CONTRIBUTION ALLOCATIONS AND VESTING
 Allocation of Employee Contributions
 Company Contributions
 (a)
    
    Allocation of Matching Contributions. Matching
Contributions will be allocated to the Matching Account of the Participant on
whose behalf they were made under the terms of the Plan.(b)
    
    Allocation of Discretionary Matching Contributions.
Discretionary matching contributions made pursuant to Section 3.2(b) will be
allocated to the Matching Accounts of Participants pro rata on the basis of all
401(k) Contributions made during the Plan Year.(c)
    
    Allocation of Profit Sharing Contributions. Profit
sharing contributions made pursuant to Section 3.2(c) will be allocated to a
Participants Employer Account on the basis that the Participants Compensation
bears to the total of all Participants Compensation.(d)
    
    Allocation of Qualified Nonelective Contributions. If
the Company elects to make a Qualified Nonelective Contribution for a Plan
Year, such contribution will be allocated either to all Participants or only to
Participants who are Nonhighly Compensated Employees, (i) in the ratio that the
Compensation of each such Participant for the Plan Year bears to the total
Compensation of all such Participants for the Plan Year, or (ii) using another
method of allocation permitted under Treasury Regulation Section
1.401(k)-2(a)(6). Qualified Nonelective Contributions shall be treated as
401(k) Contributions for all purposes under the Plan to the extent used to
satisfy the ADP test described in Schedule A.(e)
    
    Allocation of Qualified Matching Contributions. If the
Company elects to make a Qualified Matching Contribution for a Plan Year, such
contribution will be allocated either to all Participants or only to
Participants who are Nonhighly Compensated Employees, (i) in the ratio that
each Participants 401(k) Contributions under Section 3.1(a) for the Plan Year
bears to the total 401(k) Contributions under Section 3.1(a) of all
Participants for the Plan Year, or (ii) using another method of allocation
permitted under Treasury Regulation Section 1.401(m)-2(a)(6). Qualified
Nonelective Contributions shall be treated as 401(k) Contributions for all
purposes under the Plan to the extent used to satisfy the ADP test described in
Schedule A.(f)
    
    Allocation of Makeup Contribution. A contribution made
pursuant to Section 3.3 will be allocated in accordance with the Committees
direction
 17




---



##### 



to reinstate a former Participants Account or, as necessary, to
correct a mistake or omission.(g)
    
    Allocation of Rollover Contribution. A Rollover
Contribution made by a Participant will be allocated to the Participants
Rollover Account.
 Limitation on Annual Addition.
 (a)
    
    Definitions. The following terms used in this section
shall have the following meanings:
 (i)
    
    The term Annual Additions means the sum of
(1) the Employer contributions under the Plan (including elective
deferrals to a 401(k) plan) credited to a Participant for any
Limitation Year, (2) forfeitures credited to a Participant for any
Limitation Year, and (3) amounts described in §415(l)(1) and
§419A(d)(2) of the Code.(ii)
    
    The term Dollar Limitation means $30,000, as
adjusted pursuant to Code Section 415(d).
 (b)
    
    Limitation on Maximum Annual Additions.
 (i)
    
    Notwithstanding any provision of the Plan to
the contrary, the Annual Additions credited to a Participants Account
in any Limitation Year shall not exceed the lesser of the Dollar
Limitation in effect for the Limitation Year or twenty-five percent
(25%) of the Participants compensation as defined in Code Section
415(c)(3) for such Limitation Year.Effective for Plan Years beginning on or after December 31, 1997, for
purposes of calculating the maximum annual addition to a
Participants account under Code Section 415, Compensation shall
include elective deferrals as defined in Code Section 402(g)(3) and
any amount which is not includible in gross income of a Participant
by reason of Code Sections 125 or 457. Effective for Plan Years
beginning on and after January 1, 2001, Compensation shall include
elective amounts that are not includible in gross income of a
Participant by reason of Code Section 132(f)(4).(ii)
    
    If as a result of a reasonable error in
estimating a Participants compensation, or under other circumstances
approved by the Commissioner of Internal Revenue, this limitation is
exceeded, the Administrator shall eliminate the excess amount in the
following order: (1) apply the provisions of any other plans to the
extent that such provisions would reduce the excess amount in the
Participants Account; or (2) distribute 401(k) Contributions and
forfeit any Matching Contributions or Discretionary Matching
 18




---



##### 



Contributions attributable thereto made for the year to the extent
that the distribution would reduce the excess amount in the
Participants Account.(iii)
    
    If unallocated portions are held in a suspense
account at the time of the complete termination of the Plan and such
unallocated portions may not be allocated as a result of the
limitations of this subsection, then such unallocated portions shall be
returned to the Employer.(iv)
    
    If 401(k) Contributions are returned to the
Participant under this subsection, then such returned amounts shall not
be included for purposes of the limitations of Code §402(g), the ADP
test and the ACP test.(v)
    
    The limitations of this subsection are intended
solely to satisfy the requirements of Code §415 and shall at no time
prevent the payment of any benefits not prohibited by the Code or
Treasury regulations issued thereunder.(vi)
    
    For purposes of this section, all defined
contribution plans maintained by Affiliates shall be treated as a
single plan whether or not such plans have been terminated.
 (c)
    
    Limitation Where Participant Also Participates in Defined
Benefit Plan.
 (i)
    
    Effective for Plan Years beginning before
January 1, 2000, if a Participant is a participant in one or more
defined benefit plans maintained by the Company, then for each
Limitation Year the sum of the defined benefit plan fraction and the
defined contribution plan fraction shall not exceed 1.0 for any Plan
Year.(ii)
    
    The defined benefit plan fraction for any
Limitation Year shall mean a fraction (i) the numerator of which is the
projected annual benefit of the Participant (the annual benefit to
which the Participant would be entitled on the assumption that he
continues employment until his Normal Retirement Date at his current
rate of compensation and other relevant factors used to determine the
annual benefit remain constant) under the defined benefit plan
determined as of the end of each Limitation Year, and (ii) the
denominator of which is the lesser of (a) 1.25 times the dollar
limitation in effect under Code §415(b)(1)(A) for such year, or (b) 1.4
times 100% of the Participants average Compensation for the high 3
years.(iii)
    
    The defined contribution plan fraction for any
Limitation Year shall mean a fraction (i) the numerator of which is the
sum of the Annual Additions to the Participants Account at the close
of the
 19




---



##### 



Limitation Year, and (ii) the denominator of which is the sum of
the lesser of the following amounts determined for such year and for
each prior year of service with the Employer, Affiliate or Predecessor
Company (regardless of whether a plan was in existence during those
years): (a) 1.25 times the dollar limitation in effect under Code
§415(c)(1)(A) for such year (determined without regard to Code
§415(c)(6), or (b) 1.4 times 25% of the Participants Compensation for
each year.(iv)
    
    If the sum of the defined benefit plan fraction
and defined contribution plan fraction exceeds 1.0, the benefits under
the defined benefit plan shall be reduced to the extent necessary for
the sum to equal 1.0.
 Vesting
 (a)
    
    A Participant shall be vested in his Account under the Plan as
follows:
 (i)
    
    401(k) Account  100%(ii)
    
    Matching Account and Employer Account:
 Years of Service
    
    Vested Percentage1
    
    
    02
    
    
    253
    
    
    504
    
    
    755
    
    
    100
 (iii)
    
    Rollover Account  100%(iv)
    
    Nonelective Contribution Account  100%
 (b)
    
    Notwithstanding the foregoing, if a Participant dies, becomes Totally and
Permanently Disabled or attains age 65 while employed by a Company he or she shall
become 100% vested in his or her Account.(c)
    
    All Service with the Company counts for purposes of vesting under the Plan,
except that any Employee who terminates employment with fewer than two Years of Service
and is later reemployed shall lose those Years of Service for vesting purposes if the
reemployment occurs after such Employee incurs five consecutive One Year Periods of
Severance.
 Forfeitures .
 20




---



##### 



21




---



##### 



ARTICLE 5
 VALUATION OF FUND AND ALLOCATION OF GAINS AND LOSSES
 Valuation of Fund .
 Daily Valuation .
 (a)
    
    Value at current fair market value the assets of the Trust.(b)
    
    Adjust the Participants Account Balances (including any
suspense accounts) for any gain or loss since the last Valuation Date.(c)
    
    Subtract all payments or distributions made from the
Participants Accounts since the preceding Valuation Date, including any
adjustments for fees and expenses of the trust charged to the Participants
Account Balances.(d)
    
    Add the 401(k) Contributions, Matching Contribution, Qualified
Non-Matching and/or Nonelective Contributions or any other contributions made
to the Trust since the last Valuation Date to the appropriate accounts.(e)
    
    Debit or credit, as applicable, the Investment Funds in
accordance with a Participants change in investment election pursuant to
Article 9.
  22




---



##### 



ARTICLE 6
 PAYMENT OF BENEFITS
 Distribution of Benefits
 (a)
    
    If a Participant separates from service or becomes Totally and
Permanently Disabled, the Participants vested Account Balance shall be payable
in accordance with this Article.(b)
    
    A Participant will be treated as having incurred a separation
from service and a distribution will be available under this Article in the
event of:
 (i)
    
    the disposition of a corporation to an
unrelated corporation of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used in a trade or business if the
Participant continues employment with the corporation acquiring the
assets and the selling corporation continues to maintain the Plan after
the disposition; or(ii)
    
    the disposition by a corporation to an
unrelated entity or individual of such corporations interest in a
subsidiary (within the meaning of Code Section 409(d)(3)) if the
Participant continues employment with the subsidiary and the selling
corporation continues to maintain the Plan.(iii)
    
    A distribution is not available under this
subparagraph if the purchaser maintains the sellers plan at any time
after the disposition. A distribution made under this paragraph may
not be made later than the end of the second year following the
calendar year in which the disposition occurred except in unusual
circumstances or in accordance with applicable regulations.
 Amount, Time and Method of Payment
 (a)
    
    When a Participants vested Account Balance becomes payable, a
distribution of the vested Account Balance, valued as of the Valuation Date
preceding distribution, will be made to the Participant with the Participants
consent as soon as administratively practicable in accordance with this
Article.(b)
    
    If consent is required and the Participant does not consent to
a distribution, the Account Balance will remain invested under the Plan,
subject to the Participants right to direct the investment of the Account.(c)
    
    If a Participant receives a distribution, any contributions
credited to the Participants Account subsequent to such distribution shall
become distributable as of their allocation to the extent vested.
 23




---



##### 



(d)
    
    Distribution of a Participants vested Account Balance shall
begin no later than sixty (60) days after the end of the Plan Year in which
occurs the later of:
 (i)
    
    the Participants attainment of age 65,(ii)
    
    the tenth anniversary of the Participants
participation in the Plan, or(iii)
    
    the Participants termination of employment
with the Company.
 (e)
    
    Method of Payment. When a Participants vested Account
is distributable, a Participant has the right to elect in writing, on a form
approved by and filed with the Committee, to have his or her vested Account
Balance distributed in a single lump sum payment.
 Small Benefit Payments
  Minimum Distribution Rules
 (a)
    
    General Rule. Effective January 1, 1997, a Participant
must begin receiving minimum required distributions from the Plan in accordance
with Code Section 401(a)(9) by April 1 of the calendar year following the
later of the calendar year in which such Participant attains age 701/2 or the
calendar year in which the Participant retires.(b)
    
    Special Rule Applicable to 5-Percent Owner. A
5-percent owner of a Company, as that term is defined in Code Section 416, is
required to begin receiving minimum required distributions under Code Section
401(a)(9) by April 1 of the calendar year following attainment of age 701/2
without regard to whether he or she has retired.(c)
    
    Special Rule for Participants Who Are Receiving Minimum
Required Distributions. If a Participant (other than a 5-percent owner) is
employed by a Company and began receiving a distribution required under Code
Section 401(a)(9) before it was amended by the Small Business Job
Protection Act of 1996, such Participant may elect to suspend
 24




---



##### 



distributions
from the Plan by written notice to the Committee until the time
distributions are required under the Plan.(d)
    
    Application of Code §401(a)(9) and the Incidental Death
Benefit Requirement. Distributions under this Section will be made in
accordance with the regulations under Code §401(a)(9), including
§1.401(a)(9)-2, notwithstanding any other provision of the Plan to the
contrary. Any distribution required under the incidental death benefit
requirements shall be treated as a distribution required under this Section
6.4.(e)
    
    Transition Rule. Notwithstanding Section 6.4(a), a
Participant who attains age 701/2 on or after January 1, 1996, but before
December 31, 1999, may elect to commence receiving the equivalent of his
minimum required distributions by April 1 of the calendar year following the
calendar year in which such Participant attains age 701/2, or to defer receipt of
all distributions under the Plan until he or she retires.
 Election of Direct Rollover
 Definitions
 (a)
    
    Eligible Rollover Distribution. An Eligible Rollover
Distribution is any distribution of all or any portion of the balance to the
credit of the Distributee, except that an Eligible Rollover Distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributees designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under Code Section 401(a)(9); the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities) and any hardship withdrawal distributed in accordance with Section
8.1.(b)
    
    Eligible Retirement Plan. 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), an annuity plan
described in Code Section 403(a), or a qualified trust described in Code
Section 401(a) that accepts the Distributees Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to the Surviving
Spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.
 25




---



##### 



(c)
    
    Distributee. A Distributee includes an Employee or
former Employee. In addition, the Employees or former Employees Surviving
Spouse and the Employees or former Employees Spouse or former Spouse who is
the alternate payee under a Qualified Domestic Relations Order are Distributees
with regard to the interest of the Spouse or former Spouse.(d)
    
    Direct Rollover. A Direct Rollover is a payment by the
Plan to the Eligible Retirement Plan specified by the Distributee.
 Qualified Domestic Relations Order Payments
 Reemployment
  26




---



##### 



ARTICLE 7
 DEATH BENEFITS
 Death Benefits
 Designation of Beneficiary
 Time and Method of Payment
 (a)
    
    Distributions that began before death. If the
Participant dies after distribution of his or her Account Balance has begun,
the remaining portion will continue to be distributed at least as rapidly as
under the method of distribution being used prior to the Participants death.(b)
    
    Distribution beginning after death. If the Participant
dies before distribution of his or her Account Balance has begun, distribution
of the Participants entire interest shall be completed by December 31 of the
calendar year containing the fifth anniversary of the Participants death,
except to the extent that an election is made to receive distributions in
accordance with (i) or (ii) below:
 (i)
    
    if any portion of the Participants interest is
payable to a designated Beneficiary, distributions may be made over a
period certain not greater than the life expectancy of the designated
Beneficiary commencing on or before December 31 of the calendar year
immediately following the calendar year in which the Participant died;(ii)
    
    if the designated Beneficiary is the
Participants Surviving Spouse, the date distributions are required to
begin in accordance with (i) above shall not be earlier than the later
of (1) December 31 of the
 27




---



##### 



calendar year immediately following the
calendar year in which the Participant died, or (2) December 31 of the
calendar year in which the Participant would have attained age 701/2.
 If the Participant has not made an election pursuant to this Section 7.3(b)
by the time of his or her death, the Participants designated Beneficiary
must elect the method of distribution no later than the earlier of (1)
December 31 of the calendar year in which distributions would be required to
begin under this section, or (2) December 31 of the calendar year which
contains the fifth anniversary of the date of death of the Participant. If
the designated Beneficiary does not elect a method of distribution,
distribution of the Participants entire interest will be paid in a lump sum
by December 31 of the calendar year containing the fifth anniversary of the
Participants death.(c)
    
    For purposes of Section 7.3(b) above, if the Surviving Spouse
dies after the Participant, but before payments to such Spouse begin, the
provisions of Section 7.3(b), with the exception of paragraph (ii) therein,
shall be applied as if the Surviving Spouse were the Participant.(d)
    
    Death benefit distributions shall be made in accordance with
Code Section 401(a)(9) and applicable IRS guidance, rulings and regulations.(e)
    
    Distributions shall be made in accordance with Section 6.3 if
the Participants Account Balance is $5,000 ($3,500 for distributions prior to
August 5, 1997) or less.
 
 28




---



##### 



ARTICLE 8
 IN-SERVICE WITHDRAWALS BY PARTICIPANTS
 Hardship Withdrawals from 401(k) Account
 (a)
    
    The following are the only financial needs considered immediate
and heavy:
 (i)
    
    Expenses for medical care (described in Code
Section 213(d), determined without regard to whether the expenses
exceed 7.5% of adjusted gross income) previously incurred by the
Participant, the Participants Spouse, or any dependent of the
Participant (as defined in Code Section 152, without regard to Code
Sections 152(b)(1), (b)(2), and (d)(1)(B)) or amounts necessary for
these persons to obtain such medical care;(ii)
    
    Costs directly related to the purchase of a
principal residence for the Participant (excluding mortgage payments);(iii)
    
    Payment of tuition and related educational
fees for the next 12 months of post-secondary education for the
Participant, the Participants Spouse, children or dependents (as
defined in Code Section 152, without regard to paragraphs (b)(1),
(b)(2) and (d)(1)(B));(iv)
    
    Payments necessary to prevent the eviction of
the Participant from, or a foreclosure on the mortgage of, the
Participants principal residence;(v)
    
    Payments for funeral or burial expenses for the
Participants deceased parent, Spouse, child or dependent (as defined
in Code Section 152, without regard to paragraph (d)(1)(B));(vi)
    
    Expenses to repair damage to the Participants
principal residence that would qualify for a casualty loss deduction
under Code Section 165 (determined without regard to whether the loss
exceeds 10 percent of adjusted gross income); or(vii)
    
    Any other financial need considered immediate
and heavy under IRS regulations, rulings, notices or other documents of
general applicability.
 29




---



##### 



(b)
    
    When a Participant takes a hardship distribution:
 (i)
    
    He or she will be suspended from making
elective deferrals to any 401(k) plan maintained by the Company or an
Affiliate for twelve months following receipt of the hardship
distribution (for withdrawals made on or after January 1, 2002, the
suspension period shall be six months) ; and(ii)
    
    For the taxable year of the Participant
following the taxable year of the hardship distribution, the
Participants elective deferrals are limited to the applicable limit
under Code Section 402(g) reduced by the Participants elective
deferrals to any 401(k) plan maintained by the Company or an Affiliate
for the year the hardship distribution was taken.
 (c)
    
    A distribution will be considered as necessary to satisfy an
immediate and heavy financial need of the Participant only if:
 (i)
    
    The Participant has obtained all distributions,
other than hardship distributions, and all nontaxable loans currently
available under all plans maintained by the Company; and(ii)
    
    The distribution is not in excess of the amount
of the immediate and heavy financial need (including amounts necessary
to pay any federal, state or local income taxes or penalties reasonably
anticipated to result from the distribution).
 Withdrawal from Rollover Account
 Withdrawals after Age 591/2 . 1 2
 Limitations on Withdrawals
 (a)
    
    No distribution will be made under this Article which will
result in a distribution amount of less than $500 or the total amount available
for withdrawals, if less. This limitation is applicable to each type of
account and is not an aggregate limitation.(b)
    
    In the case of a partial withdrawal made by a Participant
having an interest in more than one Investment Fund, the amount withdrawn from
each Investment Fund shall be in the same proportion as the value of his
interest in each such Investment Fund immediately preceding such
withdrawal bears to the total value of the account from which the withdrawal
is made.
 30




---



##### 



Automated Withdrawals
 31




---



##### 



ARTICLE 9
 INVESTMENT OF TRUST ASSETS  PARTICIPANT
 DIRECTED INVESTMENTS
 Participant Directed Investments
    Voting Rights
   32




---



##### 



ARTICLE 10
 PLAN ADMINISTRATION
 Establishment of the Employee Benefits Committee
   Powers of the Employee Benefits Committee .
 (a)
    
    establishing its own rules for governance and determining the
times and places for holding meetings of the Committee and the notice to be
given of such meetings;(b)
    
    employing such agents and assistants, such counsel (who may be
counsel to the Company), and such clerical, medical, accounting, actuarial and
investment services or advisers as the Committee may require in carrying out
the provisions of the Plan;(c)
    
    authorizing one or more of their number or any agent to make
any payment, or to execute or deliver any instrument, on behalf of the
Committee, except that all requisitions for funds from, and requests,
directions, notifications and instructions to the trustee of the Plan shall be
signed by at least two members of the Committee;(d)
    
    in its discretion, establishing one or more subcommittees as it
deems appropriate, and delegating any power or duty granted to the Committee to
any such subcommittee;
 33




---



##### 



(e)
    
    appointing and removing the Trustee of the Plan pursuant to the
terms of the trust agreement;(f)
    
    receiving and reviewing reports from the Trustee of the Plan as
to the financial condition of the Trust, including its receipts and
disbursements;(g)
    
    executing and filing with the appropriate governmental agencies
such registration and other statements, forms, applications, notifications, and
other documents or information as the Committee may from time to time deem
necessary or appropriate in connection with the Plan;(h)
    
    amending the Plan to the extent it is authorized to do so by
the Board or the terms of the Plan; and(i)
    
    directing the Trustee, or appointing one or more investment
managers to direct the Trustee, subject to the conditions set forth in the
trust agreement and in this article, in all matters concerning the investment
of the Trust;
 Duties and Authority of the Employee Benefits Committee.
 (a)
    
    The Committee shall have the general responsibility for
administering the Plan and carrying out its provisions. Subject to the
limitations of the Plan, the Committee from time to time shall establish rules
for the administration of the Plan and the transaction of its business and
shall promulgate such rules as may be necessary to effectuate the Plans
funding and investment policy. The Committee, in its sole discretion, shall
determine all matters of administration and Plan interpretation and the amounts
of and rights to benefits payable under the Plan. Provided however, to the
extent the Committee delegates its discretion to determine matters of
administration, interpretation and amounts of and rights to benefits payable
under the Plan to a subcommittee such subcommittee shall have the sole
discretion to make such determinations.(b)
    
    It shall be the duty of the Committee to notify the Trustee in
writing of the amount of any benefit which shall be due to any Participant and
in what form and when such benefit is to be paid.(c)
    
    The Committee may at any time or from time to time with respect
to the Plan require the Trustee, by a written direction to purchase one or more
annuities, in specific amounts, in the names of Participants, their Spouses,
their contingent annuitants, and/or their beneficiaries from an insurance
company designated by the Committee.(d)
    
    The responsibility for the formulation of the general
investment practices and policies of the Plan and its related Trust and for
effectuating such practices and policies is placed with the Committee.
 34




---



##### 



Actions by the Committee or a Subcommittee
 Indemnification
 Benefit Application and Claims Procedure
 (a)
    
    A Participant or Beneficiary shall apply for benefits by filing
with the Committee a signed, written request specifically identifying the
benefits requested and describing all facts and circumstances entitling him or
her to payment. A written request is not required if distribution is processed
through an automated voice response unit or similar automated method provided
by the Plans recordkeeper in accordance with the recordkeepers procedures.(b)
    
    Within ninety days after receipt of such an application, the
Committee shall notify the applicant of its decision. If special circumstances
require an extension of time, the Committee shall notify the applicant of such
circumstances within ninety days after receipt of the application, and the
Committee shall thereafter notify the applicant of its decision within 180 days
after receipt of the application. If the application is denied in whole or in
part, the Committees notice of denial shall be in writing and shall state:
 (i)
    
    the specific reasons for denial with specific
reference to pertinent Plan provisions upon which the denial is based;(ii)
    
    (a description of any additional materials or
information necessary for the applicant to perfect his or her claim and
an explanation of why the materials or information are necessary; and(iii)
    
    an explanation of the Plans claim review
procedure.
 (c)
    
    During the sixty-day period following an applicants receipt of
a notice of denial of his or her application for benefits, the applicant or his
or her duly
authorized representative may review pertinent documents and within sixty
(60) days submit a written request to the Committee for an appeal of the
denial. An applicant requesting an appeal, or his or her duly authorized
representative, may submit issues and comments in writing to
 35




---



##### 



the Committee.
The Committee shall consider the merits of the applicants presentations,
the merits of any facts or evidence in support of the denial of benefits,
and such other facts and circumstances as the Committee shall deem relevant;
and shall render a decision as to the merit of the appeal and the claim.
Within sixty (60) days after receipt of the request for appeal, the
Committee shall issue a written decision to the applicant. If special
circumstances require an extension of time, the Committee shall issue a
written decision no later than 120 days after receipt of the request for
appeal. The Committees decision shall include specific reasons for the
decision, written in a manner calculated to be understood by the applicant,
and contain specific references to the pertinent Plan provisions upon which
the decision is based.(d)
    
    If the Committee fails to respond to the claim or appeal within
the times described above, the claim or appeal, whichever is applicable, is
deemed denied.
 Responsibilities of Named Fiduciaries Other than the Committee
 Allocation of Responsibilities
 Designation of Persons to Carry Out Responsibilities of Named Fiduciaries
 Payment of Expenses
 36




---



##### 



ARTICLE 11
 PLAN ADOPTION, AMENDMENT OR TERMINATION
 Amendment of Plan.
 (a)
    
    The Employer reserves the right to terminate the Plan or to
modify, alter or amend the Plan from time to time as it may, in its sole and
complete discretion, deem advisable, including, but without limiting the
generality of the foregoing, any amendment deemed necessary to qualify or to
ensure the continued qualification of the Plan under the Code. The foregoing
right shall be exercised only by action of the Employers Board of Directors or
other entity authorized to act for the Employer or by action of an officer of
the Employer with later ratification by the Employers Board.(b)
    
    Notwithstanding Section 11.1(a), the Committee, by a written
instrument, duly executed by a majority of its members, may make, on behalf of
the Employers Board of Directors,
 (i)
    
    any amendment that may be necessary or
desirable to ensure the continued qualification of the Plan and its
related Trust under the Code or which may be necessary to comply with
the requirements of the Act, or any regulations or interpretations
issued by the Department of Labor or the Internal Revenue Service with
respect to the requirements of the Act or the Code, and(ii)
    
    any amendment that is required by the
provisions of a collective bargaining agreement between a Company and
its employees.
 Merger
 Form of Amendments
 Acceptance of Transferred Assets
 Plan to Plan Transfers
 37




---



##### 



Plan Termination or Partial Termination
 38




---



##### 



ARTICLE 12
 TRUST FUND AND THE TRUSTEE
 Trust and Trustee
 Assets of the Trust
 39




---



##### 



ARTICLE 13
 MISCELLANEOUS
 Limitation of Assignment
 Legally Incompetent Distributee
 Unclaimed Payments
 Notification of Addresses
 Notice of Proceedings and Effect of Judgment
 Severability
 40




---



##### 



Prohibition Against Reversion .
 Limitation of Rights
 Controlling Law
 Errors in Payment
 USERRA and Code Section 414(u) Compliance
 Loans
 (a)
    
    Loans shall be made available to all Participants who are
current Employees on an equal basis upon completion of application forms
provided by the Committee and available from the applicable Human Resources
representative of the Company in accordance with the written procedure
established by the Committee and communicated to the Participants. Loans shall
be available on a nondiscriminatory basis upon completion of the application
form and are based on the Participants vested balances in his or her Account.
Loans shall not be made available to Participants who are Highly Compensated
Employees, officers, or shareholders in percentage amounts greater than the
percentage amounts of the values described in paragraph (b) below made
available to other Participants;(b)
    
    The principal amount of a loan to a Participant pursuant to
this Section may not exceed the lesser of (i) $50,000 (reduced by the highest
outstanding balance of loans during the twelve (12) month period ending
 41




---



##### 



on the
day before the date on which the loan was made), or (ii) fifty (50) percent of
the Participants vested Accounts Balance.(c)
    
    Loans shall be made at an interest rate equal to the prevailing
interest rate charged by institutions in the business of lending money.(d)
    
    Principal and interest on loans shall be repaid in equal
installments over a period not to exceed five (5) years according to
nondiscriminatory rules established by the Committee, provided, however, that
the principal and interest on a loan which is to be used to acquire a principal
residence of the Participant may be repaid in equal installments over a period
not to exceed ten (10) years.(e)
    
    The loan obligation of the Participant shall be evidenced by a
promissory note which shall contain the terms of repayment and such other terms
and provisions as may be necessary or advisable;(f)
    
    The obligation of the Participant shall be adequately secured,
as determined by the Committee and such security may include up to fifty (50)
percent of the vested balance of the Account maintained for the Participant in
the Plan.
  Headings and Use of Words
 42




---



##### 



ARTICLE 14
 TOP-HEAVY PROVISIONS
 Applicability of this Article .
 Top-Heavy and Super Top-Heavy Determination.
 (a)
    
    The Plan shall be a Top-Heavy Plan for a Plan Year if, as of
the Determination Date, the aggregate of the Account Balances under the Plan
for Key Employees exceeds 60 percent of the aggregate of the Account Balances
under the Plan for all Employees.(b)
    
    The Plan shall be a Super Top-Heavy Plan if, as of the
Determination Date, the aggregate of the Account Balances under the Plan for
Key Employees exceeds 90 percent of the aggregate of the Account Balances under
the Plan for all Employees.
 Computation of the Aggregate of the Account Balances
 (a)
    
    The Account Balance of an Employee shall be the sum of (i) the
Account Balance as of the most recent Valuation Date occurring within a twelve
(12) month period ending on the Determination Date and (ii) the amount of any
contributions that would be allocated as of a date not later than the
Determination Date without regard to whether such amount is subject to a waiver
of the minimum funding standards or is in violation of such standards or
actually contributed or, in the case of a Plan not subject to the minimum
funding standards, the amount of any contributions actually made after the
Valuation Date, but before the Determination Date.(b)
    
    If an Employee is a Key Employee on a Determination Date, the
total amount of the Employees Account Balance is taken into account in
determining the aggregate of Account Balances (including amounts attributable
to service as a Non-Key Employee). If any individual is a Non-Key Employee
with respect to the Plan for a Plan Year, but such individual was a Key
Employee for any prior Plan Year, the Account Balance of such individual shall
not be taken into account.(c)
    
    If an Employee has not performed any service for the Company or
an Affiliate at any time during the five-year period ending on the
Determination Date, any accrued benefit and Account Balance of such Employee
shall not be taken into account.(d)
    
    Additional rules:
 (i)
    
    In the case of an unrelated rollover, the plan
making the distribution counts it in determining top-heaviness, and the
plan receiving the distribution does not count it in determining
top-
 43




---



##### 



heaviness. An unrelated rollover is a rollover or plan-to-plan
transfer both initiated by the Employee and made from a plan maintained
by one company to a plan maintained by another company.(ii)
    
    In the case of a related rollover, the plan
making the distribution does not count the distribution in determining
top-heaviness and the plan receiving the distribution counts the
rollover in determining top-heaviness. A related rollover is a
rollover or a plan-to-plan transfer either not initiated by the
Employee or made to a plan maintained by the same company.(iii)
    
    For purposes of determining whether the
company is the same company, all companies aggregated under Code
Section 414(b), (c) or (m) are treated as the same company.
 (e)
    
    Distributions (other than those described in (d) above) made
within the Plan Year that includes the Determination Date or within the four
preceding Plan Years are added to the aggregate of Account Balances.
 Required Aggregation of Plans.
 (a)
    
    Each plan of a company required to be included in an
aggregation group shall be treated as a Top-Heavy Plan if the required
aggregation group is a top-heavy group. The required aggregation group
includes:
 (i)
    
    each plan of the company (within the meaning of
Code Section 414(b), (c) and (m)) in which a Key Employee participates
in the Plan Year containing the Determination Date or any of the four
preceding Plan Years, and(ii)
    
    each other plan of the company which enables
any plan described in (i) above to meet the requirements of Code
Section 401(a)(4) or Code Section 410.
 (b)
    
    A required aggregation group is a top-heavy group if, as of
each Plans Determination Date, the sum of (i) the present value of the
cumulative accrued benefits for Key Employees under all defined benefit plans
included in the group and (ii) the aggregate of the Account Balances of Key
Employees under all defined contribution plans included in the group exceeds 60
percent of a similar sum determined for all Employees. When aggregating plans,
the value of accrued benefits and Account Balances shall be calculated by
adding together the results of each plan as of the Determination Dates that
fall within the same calendar year. In
performing this computation the principles of Section 14.3 shall be applied.
 44




---



##### 



(c)
    
    Each plan in the required aggregation group will be a Top-Heavy
Plan if the group is top-heavy. No plan in the required aggregation group will
be a Top-Heavy Plan if the group is not top-heavy.
 Permissive Aggregation of Plans
 Special Rules of Top-Heavy Plans and Super Top-Heavy Plans
 (a)
    
    If the Plan is a Top-Heavy Plan, then the following changes
shall be made to the Plan as otherwise written:
 (i)
    
    The allocation of Company contributions and
forfeitures to the account of a Non-Key Employee for a Plan Year shall
equal at least three (3%) percent of Compensation. Notwithstanding the
foregoing, if the largest percentage of compensation provided for any
Key Employee is less than three (3%) percent, then the minimum
percentage of compensation that must be provided for a Non-Key Employee
for a Plan Year is the largest percentage of compensation provided for
any Key Employee. The preceding sentence does not apply if this Plan
is included in any required aggregation group and enables a defined
benefit plan included in such group to meet the requirements of Code
Section 401(a)(4) or Section 410. For purposes of determining the
largest percentage of compensation provided for any Key Employee,
amounts contributed as a result of a salary reduction agreement must be
included. All defined contribution plans of the Company and Affiliates
shall be treated as a single plan for purposes of determining the
defined contribution minimum. Neither amounts the Employee elects to
defer under any 401(k) plan maintained by the Company nor any Matching
Contributions made by the Company and Affiliates shall be treated as
Company contributions for purposes of determining minimum required
contributions.The following Non-Key Employees shall receive the minimum allocation
provided under this subparagraph (i) for a particular Plan Year:
 (A)
    
    Participants who are
otherwise eligible for an allocation under the Plan;
 45




---



##### 



(B)
    
    Employees who are
Participants but who have not completed 1,000 Hours of
Service during the Plan Year;(C)
    
    Employees who would be
Participants but for the failure to make mandatory
contributions to the Plan; or(D)
    
    Employees who are
Participants but whose compensation is less than the amount
necessary to receive an allocation under the Plan: however,(E)
    
    Employees who are also
Participants in a defined benefit plan sponsored by the
Company shall receive the minimum benefit under the defined
benefit plan.
 (ii)
    
    The compensation of a Participant taken into
account under the Plan shall not exceed the dollar amount specified in
Code Section 401(a)(17), subject to applicable cost of living
increases.
 (b)
    
    For Plan Years beginning prior to January 1, 2000, if the Plan
is a Top-Heavy Plan then, in applying the limitations of Code Section 415, the
denominators of the defined benefit fraction and the defined contribution
fraction shall be determined by substituting 1.0 for 1.25 as the multiplier for
the Code Section 415 dollar limitation. If the Plan is not a Super Top-Heavy
Plan, this Section 14.6(b) shall not apply so long as the minimum benefits
required under Code Section 416 are satisfied.
 Special Definitions .
 (a)
    
    Determination Date. With respect to any Plan Year,
the last day of the preceding Plan Year. In the case of the first Plan Year of
the Plan, the Determination Date shall be the last day or such Plan Year.(b)
    
    Key Employee. Any Employee or former Employee who at
any time during the Plan Year containing the Determination Date or any of the
four preceding Plan Years, is or was
 (i)
    
    An officer of the Company having an annual
compensation from the Company greater than 50% of the dollar limitation
in effect under Code Section 415(b)(1)(A) for any such Plan Year,(ii)
    
    One of the ten Employees having annual
compensation from the Company of more than the limitation in effect
under Code Section 415(c)(1)(A) and owning (or considered as owning
under Code Section 318) the largest interests in the Company,(iii)
    
    The owner of a five percent or more interest
in the Company, or
 46




---



##### 



(iv)
    
    The owner of a one percent or more interest in
the Company who has annual compensation (as defined in Code Section
415(c)(3) but including amounts contributed by the Company pursuant to
a salary reduction agreement which are excludable from the Employees
gross income under Code 125, 132(f)(4), 402(a)(8), 402(h) or 403(b))
from the Company for a Plan Year of more than the dollar limit
specified in Code Section 401(a)(17).For purposes of clause (i) the number of officers of the Company
considered to be Key Employees cannot exceed fifty and is further
limited to the greater of three or ten percent of all Employees
(including leased employees within the meaning of Code Section
414(n)). If a Company has more officers than the number required to
be counted as Key Employees, the officers to be taken into account
are the Employees who had the largest annual compensation for the
prior five Plan Year period. For purposes of clause (ii), if two
employees have the same interest in the Company, the Employee having
the greater annual compensation from the Company shall be treated as
having a larger interest. The Beneficiary of a Key Employee shall be
treated as a Key Employee for the applicable portion of the five-year
period, and the Beneficiary of a Non-Key Employee shall be treated as
a Non-Key Employee for the applicable portion of the five-year
period. For purposes of applying the foregoing limitations, the
aggregation rules of Code Section 414(b), (c) and (m) apply except
with respect to determining ownership. For purposes of determining
ownership under clauses (iii) and (iv), an Employee shall be
considered as owning an interest in the Company within the meaning of
Code Section 318.
 (c)
    
    Non-Key Employee. Any Employee who is not a Key
Employee.
 47




---



##### 



ARTICLE 15
 GOOD FAITH EGTRRA PROVISIONS
  Limitations on Contributions
 (a)
    
    Maximum annual addition.Except to the extent
permitted under Section 15.10 and section 414(v) of the Code, if applicable,
the annual addition that may be contributed or allocated to a Participants
account under the Plan for any limitation year shall not exceed the lesser of:
 (i)
    
    $40,000, as adjusted for increases in the
cost-of-living under section 415(d) of the Code, or(ii)
    
    100 percent of the Participants compensation,
within the meaning of section 415(c)(3) of the Code, for the limitation
year.
  Increase in Compensation Limit
 Modification of Top-Heavy Rules
 (a)
    
    Determination of top-heavy status.
 (i)
    
    Key Employee.Key Employee means any
Employee or former Employee (including any deceased Employee) who at
any time during the Plan Year that includes the determination date was
an officer of the Employer having annual Compensation greater than
$130,000 (as adjusted under section 416(i)(1) of the Code for Plan
 48




---



##### 



Years beginning after December 31, 2002), a
5-percent owner of the Employer, or a 1-percent owner of the employer
having annual compensation of more than $150,000. For this purpose,
annual compensation means compensation within the meaning of section
415(c)(3) of the Code. The determination of who is a key Employee will
be made in accordance with section 416(i)(1) of the Code and the
applicable regulations and other guidance of general applicability
issued thereunder.(ii)
    
    Determination of present values and
amounts.This Section 15.3(a) shall apply for purposes of
determining the present values of accrued benefits and the amounts of
Account balances of Employees as of the determination date.(iii)
    
    Distributions during year ending on the
determination date. The present values of accrued benefits and the
amounts of Account balances of an Employee as of the determination date
shall be increased by the distributions made with respect to the
Employee under the Plan and any plan aggregated with the Plan under
Section 416(g)(2) of the Code during the 1-year period ending on the
determination date. The preceding sentence shall also apply to
distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan under Section
416(g)(2)(A)(i) of the Code. In the case of a distribution made for a
reason other than separation from service, death, or disability, this
provision shall be applied by substituting 5-year period for 1-year
period.(iv)
    
    Employees not performing services during
year ending on the determination date. The accrued benefits and
Accounts of any individual who has not performed services for the
Employer during the 1-year period ending on the determination date
shall not be taken into account.
 (b)
    
    Minimum benefits. Employer Matching Contributions
shall be taken into account for purposes of satisfying the minimum contribution
requirements of section 416(c)(2) of the Code and the Plan. The preceding
sentence shall apply with respect to Matching Contributions under the Plan or,
if the Plan provides that the minimum contribution requirement shall be met in
another plan, such other Plan. Employer Matching Contributions that are used
to satisfy the minimum contribution requirements shall be treated as Matching
Contributions for purposes of the actual contribution percentage test and other
requirements of section 401(m) of the Code.
 Direct Rollovers of Plan Distributions
 49




---



##### 



(a)
    
    Modification of definition of eligible retirement plan.
For purposes of the direct rollover provisions in Section 6.5, an eligible
retirement plan shall also mean an annuity contract described in section 403(b)
of the Code and an eligible plan under section 457(b) of the Code which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from this Plan.
The definition of eligible retirement plan shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a qualified domestic relation order, as defined in
Section 414(p) of the Code.(b)
    
    Modification of definition of eligible rollover
distribution to exclude hardship distributions. For purposes of the direct
rollover provisions in Section 6.5, any amount that is distributed on account
of hardship shall not be an eligible rollover distribution and the distribute
may not elect to have any portion of such a distribution paid directly to an
eligible retirement plan.
 Rollovers from Other Plans
 Rollovers Disregarded in Involuntary Cash-Outs
 Repeal of Multiple Use Test
 Elective Deferrals  Contribution Limitation .
 50




---



##### 



Maximum Salary Reduction Contributions
 Catch-Up Contributions
 Suspension Period Following Hardship Distribution
 Distribution upon Severance from Employment
 (a)
    
    This Section 15.12 shall apply for distributions and severances
from employment occurring after December 31, 2001.(b)
    
    New distributable event.A Participants elective
deferrals, qualified nonelective contributions, qualified matching
contributions, and earnings attributable to these contributions shall be
distributed on account of the Participants severance from employment.
However, such a distribution shall be subject to the other provisions of the
Plan regarding distributions, other than provisions that require a separation
from service before such amounts may be distributed.
 51




---



##### 



ARTICLE 16
 MINIMUM DISTRIBUTION REQUIREMENTS
  General Rules .
 (a)
    
    Precedence. The requirements of this article will take
precedence over any inconsistent provisions of the Plan.(b)
    
    Requirements of Treasury Regulations Incorporated.All
distributions required under this article will be determined and made in
accordance with the Treasury regulations under section 401(a)(9) of the
Internal Revenue Code.(c)
    
    TEFRA Section 242(b)(2) Elections.Notwithstanding the other
provisions of this Article 16, 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.
 Time and Manner of Distribution
 (a)
    
    Required Beginning Date.The Participants entire
interest will be distributed, or begin to be distributed, to the Participant no
later than the Participants required beginning date.(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:
 (i)
    
    If the Participants surviving spouse is the
Participants sole designated beneficiary, then distributions to the
surviving spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died,
or by December 31 of the calendar year in which the Participant would
have attained age 701/2, if later.(ii)
    
    If the Participants surviving spouse is not
the Participants sole designated beneficiary, then distributions to
the designated beneficiary will begin by December 31 of the calendar
year
immediately following the calendar year in which the Participant
died.
 52




---



##### 



(iii)
    
    If there is no designated beneficiary as of
September 30 of the year following the year of the Participants death,
the Participants entire interest will be distributed by December 31 of
the calendar year containing the fifth anniversary of the Participants
death.(iv)
    
    If the Participants surviving spouse is the
Participants sole designated beneficiary and the surviving spouse dies
after the Participant but before distributions to the surviving spouse
begin, this Section 16.2(b), other than section 16.2(b)(i), will apply
as if the surviving spouse were the Participant.
 For purposes of this Section 16.2(b) and Section 16.4, unless Section
16.2(b)(iv) applies, distributions are considered to begin on the
Participants required beginning date. If Section 16.2(b)(iv) applies,
distributions are considered to begin on the date distributions are required
to begin to the surviving spouse under Section 16.2(b)(i). If distributions
under an annuity purchased from an insurance company irrevocably commence to
the Participant before the Participants required beginning date (or to the
Participants surviving spouse before the date distributions are required to
begin to the surviving spouse under Section 16.2(b)(i)), 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 beginning date, as of the
first distribution calendar year distributions will be made in accordance with
Sections 16.3 and 16.4. If the Participants interest is distributed in the
form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of section
401(a)(9) of the Code and the Treasury regulations.
 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:
 (i)
    
    the quotient obtained by dividing the
Participants account balance by the distribution period in the Uniform
Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the Participants age as of the Participants
birthday in the distribution calendar year; or(ii)
    
    if the Participants sole designated
beneficiary for the distribution calendar year is the Participants
spouse, the quotient obtained by dividing the Participants account
balance by the number in the Joint and Last Survivor Table set forth in
section 1.401(a)(9)-9 of
 53




---



##### 



(b)
    
    Lifetime Required Minimum Distributions Continue Through
Year of Participants Death. Required minimum distributions will be
determined under this Section 16.3 beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the Participants date of death.
 Required Minimum Distributions After Participants Death
 (a)
    
    Death On or After Date Distributions Begin
 (i)
    
    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:
 (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.
 (ii)
    
    No Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is
no designated beneficiary as
 54




---



##### 



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
 (i)
    
    Participant Survived by Designated
Beneficiary. If the Participant dies before the date distributions
begin and there is a designated beneficiary, the minimum amount that
will be distributed for each distribution calendar year after the year
of the Participants death is the quotient obtained by dividing the
Participants account balance by the remaining life expectancy of the
Participants designated beneficiary, determined as provided in section
16.4(a).(ii)
    
    No Designated Beneficiary. If the
Participant dies before the date distributions begin and there is no
designated beneficiary as of September 30 of the year following the
year of the Participants death, distribution of the Participants
entire interest will be completed by December 31 of the calendar year
containing the fifth anniversary of the Participants death.(iii)
    
    Death of Surviving Spouse Before
Distributions to Surviving Spouse Are Required to Begin. If the
Participant dies before the date distributions begin, the Participants
surviving spouse is the Participants sole designated beneficiary, and
the surviving spouse dies before distributions are required to begin to
the surviving spouse under section 16.2(b)(i), this section 16.5 will
apply as if the surviving spouse were the Participant.
 Definitions
 (a)
    
    Designated beneficiary. The individual who is
designated as the beneficiary under Section 7.2 of the Plan and is the
designated beneficiary under section 401(a)(9) of the Internal Revenue Code and
section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.(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 calendar year is the calendar year
immediately preceding the calendar year which contains the Participants
required beginning date. For distributions beginning after the
Participants death, the first distribution calendar year is the calendar
year in which distributions are required to begin under section 16.2(b).
The required minimum distribution for the Participants first distribution
 55




---



##### 



calendar year will be made on or before the Participants required beginning
date. The required minimum distribution for other distribution calendar
years, including the required minimum distribution for the distribution
calendar year in which the Participants required beginning date occurs,
will be made on or before December 31 of that distribution calendar year.(c)
    
    Life expectancy. Life expectancy as computed by use of
the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.(d)
    
    Participants account balance. The 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 account
balance as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date. The account balance for the valuation calendar year includes
any amounts rolled over or transferred to the Plan either in the valuation
calendar year or in the distribution calendar year if distributed or
transferred in the valuation calendar year.(e)
    
    Required beginning date. The date specified in Section
6.5(a).(f)
    
    Election to Apply 5-Year Rule to Distributions to
Designated Beneficiaries. If the Participant dies before distributions
begin and there is a designated Beneficiary, distribution to the designated
Beneficiary is not required to begin by the date specified in Section 16.2(b),
but the Participants entire interest will be distributed to the designated
Beneficiary by December 31 of the calendar year containing the fifth
anniversary of the Participants death. 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 either the Participant or the
surviving spouse begin, this election will apply as if the surviving spouse
were the Participant. This Section 16.7 will apply to all distributions.
 IN WITNESS WHEREOF
 56




---



##### 



SCHEDULE A
 401(k) PLAN NONDISCRIMINATION TESTING
 A.1. ADP Test
 Limitations on 401(k) Contributions  Qualification Requirements.
 (i)
    
    At least as frequently as annually, the Committee shall
determine the Actual Deferral Percentage (ADP) of 401(k) Contributions made to
the Plan during the Plan Year. 401(k) Contributions must meet the ADP test of
Code Section 401(k)(3). For Plan Years beginning on or after January 1, 2000,
the ADP for the current Plan Year for Participants who are Highly Compensated
Employees must satisfy one of the following tests:
 (A)
    
    The Plan Years ADP for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the
prior Plan Years ADP for Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by 1.25; or(B)
    
    The Plan Years ADP for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the
prior Plan Years ADP for Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by two (2.0), provided the
ADP for Participants who are Highly Compensated Employees for the Plan
Year does not exceed the ADP for Participants who were Nonhighly
Compensated Employees for the prior Plan Year by more than two (2)
percentage points.
 (ii)
    
    Current Year TestingIf elected by the Committee, the ADP tests in (A) and (B) above will be
applied by comparing the current Plan Years ADP for Participants who are
Highly Compensated Employees for each Plan Year with the current Plan Years
ADP for Participants who are Nonhighly Compensated Employees. Once made,
the Employer can elect prior year testing for a Plan Year only if the Plan
has used current year testing for each of the preceding 5 Plan Years or if,
as a result of a merger or acquisition described in Code Section
410(b)(6)(C)(i), the Employer maintains both a plan using prior year testing
and a plan using current year testing and the change is made within the
transition period described in Code Section 410(b)(6)(C)(ii).(iii)
    
    Actual Deferral Percentage (ADP) means, for a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (1) the amount of
401(k) Contributions (other than Catch-Up Contributions) actually paid to the




---



##### 



(b)
    
    Additional Rules.
 (i)
    
    The ADP for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have 401(k) Contributions
(and Qualified Non-Elective Contributions or Qualified Matching Contributions,
or both, if treated as 401(k) Contributions for purposes of the ADP test)
allocated to his or her accounts under two or more arrangements described in
Code Section 401(k) that are maintained by the Company or an Affiliate, shall
be determined as if such 401(k) Contributions were made under a single
arrangement. If a Highly Compensated Employee participates in two or more cash
or deferred arrangements that have different Plan Years, all 401(k)
Contributions made during the Plan Year under all such arrangements shall be
aggregated.(ii)
    
    In the event that this Plan satisfies the requirements of Code
Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
of the Code only if aggregated with this Plan, then this section shall be
applied by determining the ADP of Employees as if all such plans were a single
plan. If more than 10 percent of the Employers Nonhighly Compensated
Employees are involved in a plan coverage change as defined in Regulations
1.401(k)-2(c)(4), then any adjustments to the Nonhighly Compensated Employees
ADP for the prior Plan Year will be made in accordance with such Regulations
unless the Employer has elected to use the current year testing method. Plans
may be aggregated in order to satisfy Code Section 401(k) only if they have the
same Plan Year and use the same ADP testing method.(iii)
    
    For purposes of the ADP test, 401(k) Contributions, Qualified
Matching and/or Qualified Nonelective Contributions (to the extent included in
the
 A-2




---



##### 



ADP test) and any other elective deferrals must be made before the last day
of the twelve month period immediately following the Plan Year to which
contributions relate.(iv)
    
    For purposes of this section, compensation means compensation
as defined in Code Section 415(c)(3). The preceding notwithstanding,
compensation shall include any amount contributed by a Company on behalf of a
Participant pursuant to a salary reduction agreement which is not includible in
the gross income of the Participant under Code Sections 125, 132(f)(4), 401(k),
402(e)(3) or 402(h).(v)
    
    Notwithstanding any other provision contained in Schedule A,
testing shall be performed consistently with the regulations, rulings and
guidance under Code Section 401(k), and the Plan hereby incorporates by
reference all options relating to testing not specifically described in this
document with the intent to have flexibility in satisfying the ADP test.(vi)
    
    The Committee shall maintain records sufficient to demonstrate
satisfaction of the ADP test.(vii)
    
    The determination and treatment of the ADP amounts of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.(viii)
    
    A Participant is a Highly Compensated Employee for a particular Plan Year if
he or she meets the definition of a Highly Compensated Employee in effect for
that Plan Year. Similarly, a Participant is a Nonhighly Compensated Employee
for a particular Plan Year if he or she does not meet the definition of a
Highly Compensated Employee in effect for that Plan Year.
 (c)
    
    Excess Contributions. With respect to any Plan Year, Excess
Contributions are the excess of:
 (i)
    
    The aggregate amount of contributions actually taken into
account in computing the ADP of Highly Compensated Employees for such Plan
Year, over(ii)
    
    The maximum amount of such contributions permitted by the ADP
test for the Highly Compensated Employees, calculated in the following manner:
 (1)
    
    The 401(k) Contributions are hypothetically
reduced for the HCEs with the highest actual deferral ratio (ADR)
determined in accordance with applicable regulations to permit such
HCEs percentages to equal the greater of the highest ADR allowed by
the ADP test or the ADR of the HCE (or HCEs) with the next highest ADR.
If a lesser reduction is required to satisfy the ADP test, only the
lesser reduction is considered.
 A-3




---



##### 



(2)
    
    Step (1) is repeated until the ADP test is
satisfied.(3)
    
    The total amount of Excess Contribution is the
sum of the hypothetical contribution reduction for each HCE.
 Excess Contributions shall be treated as Annual Additions under the Plan.(d)
    
    Allocation of Excess Contributions. The dollar amount of the Excess
Contribution determined in subsection (c) is distributed to the HCEs using the dollar
leveling method, as follows:
 (i)
    
    The elective contribution of the HCE with the highest dollar
amount of elective contributions is reduced by the amount that will cause that
HCEs elective contributions to equal the dollar amount of the elective
contributions of the HCE with the next highest dollar amount of elective
contributions.(ii)
    
    The amount determined in Step (i) is then distributable to the
HCE with the highest dollar amount of elective contributions.(iii)
    
    If a lesser reduction, when added to the total dollar amount
already distributable under these steps, would equal the total Excess
Contribution, the lesser reduction amount is distributable.(iv)
    
    If the total amount distributable is less than the total amount
of Excess Contributions, the preceding steps are repeated until the total
amount of excess contributions has been apportioned.(v)
    
    If the distributions equal to the total amount distributable to
HCEs under the dollar leveling method, adjusted in accordance with subsection
(e), are made, the ADP is treated as meeting the nondiscrimination test of Code
Section 401(k)(3), regardless of whether the ADP, if recalculated after
distributions, would satisfy Code Section 401(k)(3).
 (e)
    
    Distribution of Excess Contributions. Notwithstanding any other
provision of this Plan, Excess Contributions apportioned to a Highly Compensated
Employee, plus any income and minus any loss allocable thereto, must be distributed
from such Participants 401(k) Account no later than the last day of the Plan Year next
following the Plan Year in which the Excess Contribution arose, in accordance with IRS
guidance, rulings and regulations. To the extent a Highly Compensated Employee has not
reached his or her Catch-Up Contribution limit under the Plan, Excess Contributions
allocated to such Highly Compensated Employee are treated as Catch-Up Contributions and
will not be treated as Excess Contributions. If such Excess Contributions (other than
Catch-Up Contributions) are distributed more than 2 1/2 months after the last day of
the Plan Year in which such Excess Contributions arose, a ten (10%) percent excise tax
will be imposed on the Company with respect to such amounts.
 A-4




---



##### 



(i)
    
    Determination of Income or Loss Allocable to Excess
Contributions. Excess Contributions shall be adjusted for any income or
loss allocable to such Excess Contributions up to the date of distribution.
The income or loss allocable to a Participants Excess Contributions shall be
determined using any of the methods set forth below:
 (A)
    
    Reasonable Method of Allocating Income.
The Committee may use any reasonable method for computing the income
allocable to Excess Contributions, provided that the method does not
violate Code Section 401(a)(4), is used consistently for all
Participants and for all corrective distributions under the Plan for
the Plan Year, and is used by the Plan for allocating income to
Participants Accounts. A Plan will not fail to use a reasonable
method for computing the income allocable to Excess Contributions
merely because the income allocable to Excess Contributions is
determined on a date that is no more than seven (7) days before the
distribution.(B)
    
    Alternative Method of Allocating
Income. The Committee may allocate income to Excess Contributions
for the Plan Year by multiplying the income for the Plan Year allocable
to the 401(k) Contributions and other amounts taken into account under
the ADP test (including contributions made for the Plan Year), by a
fraction, the numerator of which is the Excess Contributions for the
Participant for the Plan Year, and the denominator of which is the sum
of (1) the Account Balance attributable to 401(k) Contributions and
other amounts taken into account under the ADP test as of the
beginning of the Plan Year; and (2) any additional amount of such
contributions made for the Plan Year.(C)
    
    Safe Harbor Method of Allocating Gap Period
Income. The Committee may use the safe harbor method in this
paragraph to determine income on Excess Contributions for the gap
period. Under this safe harbor method, income on Excess Contributions
for the gap period is equal to ten percent (10%) of the income
allocable to Excess Contributions for the Plan Year that would be
determined under paragraph (B) above, multiplied by the number of
calendar months that have elapsed since the end of the Plan Year. For
purposes of calculating the number of calendar months that have elapsed
under the safe harbor method, a corrective distribution that is made on
or before the fifteenth day of a month is treated as made on the last
day of the preceding month and a distribution made after the fifteenth
day of a month is treated as made on the last day of the month.(D)
    
    Alternative method for Allocating Plan Year
and Gap Period Income. The Committee may determine the income for
the aggregate of the Plan Year and the gap period, by applying the
 
 A-5




---



##### 



(ii)
    
    Suspension or Reduction of Contributions. If, prior to
the end of a Plan Year, the Committee determines that a Highly Compensated
Employee is likely to have Excess Contributions for the Plan Year because of
the election made under Section 3.1, the Committee may authorize a suspension
or reduction of 401(k) Contributions for such affected Participant as the
Committee may determine. Provided further, if prior to the end of a Plan Year,
the Committee determines that under the provisions of this Section, a
Participant is likely to have Excess Contributions for the next Plan Year
because of the election made under Section 3.1, the Committee shall communicate
in writing to affected Participants, a prospective limitation on the percentage
of Compensation which such Participant may elect to contribute, which
limitation may be prospectively changed at any time by resolution.
 (iii)
    
    Testing. The ADP test shall be performed in
accordance with the Code and applicable IRS guidance, rulings and regulations.(iv)
    
    Attributable Matching Contributions. If Excess
Contributions are distributed to a Participant, no Matching Contributions will
be made with respect to the Excess Contributions. If Matching Contributions
have already been allocated based on such Excess Contributions, the Matching
Contributions attributable to the Excess Contributions shall be forfeited upon
distribution of the Excess Contributions.
 A.2. ACP Test
 (a)
    
    Limitations on Matching Contributions.
 (i)
    
    Actual Contribution Percentage (ACP) Test. Matching
Contributions made under the Plan must meet the Actual Contribution Percentage
(ACP) test of Code Section 401(m). For Plan Years beginning on or after
January 1, 2000, the ACP for the current Plan Year for eligible Participants
who are Highly Compensated Employees for the Plan Year must satisfy one of the
following tests:
 A-6




---



##### 



(A)
    
    The ACP for eligible Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the
prior Plan Years ACP for Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by 1.25; or(B)
    
    The ACP for Participants who are Highly
Compensated Employees for the Plan Year shall not exceed the prior Plan
Years ACP for Participants who were Nonhighly Compensated Employees
for the prior Plan Year multiplied by two (2), provided that the ACP
for Participants who are Highly Compensated Employees for the Plan Year
does not exceed the prior Plan Years ACP for Participants who were
Nonhighly Compensated Employees for the prior Plan Year by more than
two (2) percentage points.
 (ii)
    
    Current Year TestingIf elected by the Committee, the ACP tests in (A) and (B) above will be
applied by comparing the current Plan Years ACP for Participants who are
Highly Compensated Employees for each Plan Year with the current Plan Years
ACP for Participants who are Nonhighly Compensated Employees. The Employer
can elect prior year testing for a Plan Year only if the Plan has used
current year testing for each of the preceding 5 Plan Years or if, as a
result of a merger or acquisition described in Code Section 410(b)(6)(C)(i),
the Employer maintains both a plan using prior year testing and a plan using
current year testing and the change is made within the transition period
described in Code Section 410(b)(6)(C)(ii).(iii)
    
    Actual Contribution Percentage (ACP) means, for a
specified group of eligible Participants for a Plan Year, the average of the
ratios (calculated separately for each Participant in such group) of (1) the
sum of the Participants Matching Contributions and any Qualified Matching or
Qualified Nonelective Contributions to be used in the ACP test made on behalf
of such Participant for the applicable Plan Year (and disregarding any
contributions returned as an excess annual addition pursuant to Regulation
Section 1.415-6(b)(6)(iv)), to (2) the Participants compensation for such Plan
Year (whether or not the Employee was a Participant for the entire Plan Year).For purposes of this section, an eligible Participant shall mean any
Employee of the Company who is otherwise authorized under the terms of the
Plan to have 401(k) Contributions or Matching Contributions allocated to his
or her Account for the Plan Year (or prior Plan Year, as applicable). If
401(k) Contributions are required to receive a Matching Contribution, any
Employee who would be an eligible Participant if such Employee had made a
401(k) Contribution shall be treated as an eligible Participant.
 A-7




---



##### 



(b)
    
    Additional Rules
 (i)
    
    The ACP for any Participant who is a Highly Compensated
Employee and who is eligible to have Matching Contributions and 401(k)
Contributions, if applicable, allocated to his or her account under two or more
plans described in Code Section 401(a) or arrangements described in Code
Section 401(k) that are maintained by the Company, shall be determined as if
the total of such matching contributions and before-tax contributions, if
applicable, was made under each plan. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that have different
plan years, all Matching Contributions made during the Plan Year under all such
arrangement shall be aggregated.(ii)
    
    In the event that this Plan satisfies the requirements of Code
Sections 401(m), 401(a)(4) or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
of the Code only if aggregated with this Plan, then this section shall be
applied by determining the ACP of Employees as if all such plans were a single
plan. If more than 10 percent of the Employers Nonhighly Compensated
Employees are involved in a plan coverage change as defined in Regulations
1.401(m)-2(c)(4), then any adjustments to the Nonhighly Compensated Employees
ADP for the prior Plan Year will be made in accordance with such Regulations
unless the Employer has elected to use the current year testing method. Plans
may be aggregated in order to satisfy Code Section 401(m) only if they have the
same Plan Year and use the same ACP testing method.(iii)
    
    For purposes of the ACP test, Matching Contributions,
Qualified Matching Contributions and Qualified Nonelective Contributions will
be considered made for a Plan Year if made no later than the end of the twelve
month period beginning on the day after the close of the applicable Plan Year.(iv)
    
    For purposes of this Section, compensation means compensation
as defined in Section A.1(b)(iv).(v)
    
    Notwithstanding any other provision contained in Schedule A,
testing shall be performed consistently with regulations, rulings and guidance
under Code Section 401(m), and the Plan hereby incorporates by reference all
options relating to testing not specifically described in this document with
the intent to have flexibility in satisfying the ACP test.(vi)
    
    The Committee shall maintain records sufficient to demonstrate
satisfaction of the ACP test.
 
 A-8




---



##### 



(vii)
    
    A Participant is a Highly Compensated Employee for a
particular Plan Year if he or she meets the definition of a Highly Compensated
Employee in effect for that Plan Year. Similarly, a Participant is a Nonhighly
Compensated Employee for a particular Plan Year if he or she does not meet the
definition of a Highly Compensated Employee in effect for that Plan Year.
 (c)
    
    Excess Aggregate Contributions. With respect to any Plan Year, Excess
Aggregate Contributions are the excess of:
 (i)
    
    The aggregate amount of Matching Contributions, 401(k)
Contributions, and if treated as matching contributions for purposes of the ACP
test, Qualified Matching and/or Qualified Nonelective Contributions, taken into
account in computing the ACP of Highly Compensated Employees for such Plan
Year, over
 (ii)
    
    The maximum amount of such contributions permitted by the ACP
test for the Highly Compensated Employees, calculated in the following manner:
 (1)
    
    The Matching Contributions are hypothetically
reduced for the HCEs with the highest actual contribution ratio (ACR)
determined in accordance with applicable regulations so that such HCEs
ACR equals the greater of the highest percentage allowed by the ACP
test or the ACR of the HCE (or HCEs) with the next highest ACR. If a
lesser reduction is required to satisfy the ACP test, only the lesser
reduction is considered.(2)
    
    Step (1) is repeated until the ACP test is
satisfied.(3)
    
    The total amount of Excess Aggregate
Contributions is the sum of the hypothetical contribution reductions
for each HCE.
 Such determination shall be made after first determining Excess Contributions
pursuant to Section A.1 and then determining Excess Aggregate Contributions pursuant
to this Section A.2.(d)
    
    Allocation of Excess Aggregate Contributions. The total dollar amount
of the Excess Aggregate Contributions determined in subsection (c) is distributed to
the HCEs using the dollar leveling method, as follows:
 (i)
    
    The Excess Aggregate Contribution of the HCE with the highest
dollar amount of Excess Aggregate Contributions is reduced by the amount that
will cause that HCEs Excess Aggregate Contributions to equal the dollar amount
of the HCE with the next highest dollar amount of Excess Aggregate
Contributions.(ii)
    
    The amount determined in Step (i) is then distributable to the
HCE with the highest dollar amount of Excess Aggregate Contributions.
 A-9




---



##### 



(iii)
    
    If a lesser reduction, when added to the total dollar amount
already distributable under these steps would equal the total Excess Aggregate
Contribution, the lesser reduction amount is distributable.(iv)
    
    If the total amount distributable is less than the total amount
of Excess Aggregate Contributions, the preceding steps are repeated until the
total amount of Excess Aggregate Contributions has been apportioned.(v)
    
    If distributions equal to the total amount distributable to
HCEs under the dollar leveling method, adjusted in accordance with subsection
(e), are made, the ACP is treated as meeting the nondiscrimination test of Code
Section 401(m)(2), regardless of whether the ACP, if recalculated after
distributions, would satisfy Code Section 401(m)(2).
 (e)
    
    Distribution of Excess Aggregate Contributions. Notwithstanding any
other provision of this Plan, Excess Aggregate Contributions, plus any income and minus
any loss allocable thereto, shall be forfeited, to the extent not vested, or if not
forfeitable, shall be distributed, in accordance with IRS guidance, rulings and
regulations to the Highly Compensated Employees to whose Accounts Excess Aggregate
Contributions were allocated, from such Participants Matching Accounts (and, if
applicable, the Participants Qualified Nonelective Contributions Accounts and 401(k)
Accounts) no later than the last day of the Plan Year next following the Plan Year to
which such Excess Aggregate Contributions relate . If such Excess Aggregate
Contributions are distributed more than 2 1/2 months after the last day of the Plan
Year to which such Excess Aggregate Contributions relate, a ten percent (10%) excise
tax will be imposed on the Company maintaining the Plan with respect to such amounts.Excess Aggregate Contributions shall be treated as Annual Additions under the Plan
for Code Section 415 purposes.(f)
    
    Determination of Income or Loss Allocable to Excess Aggregate
Contributions. Excess Aggregate Contributions shall be adjusted for any income or
loss allocable to such Excess Aggregate Contributions up to the date of distribution.
The income or loss allocable to a Participants Excess Aggregate Contributions shall be
determined using any of the methods set forth below:
 (A)
    
    Reasonable Method of Allocating Income.
The Committee may use any reasonable method for computing the income
allocable to Excess Aggregate Contributions, provided that the method
does not violate Code Section 401(a)(4), is used consistently for all
Participants and for all corrective distributions under the Plan for
the Plan Year, and is used by the Plan for allocating income to
Participants Accounts. A Plan will not fail to use a reasonable
method for computing the income allocable to Excess Aggregate
Contributions merely because the income allocable to Excess Aggregate
Contributions is determined on a date that is no more than seven (7)
days before the distribution.
 A-10




---



##### 



(B)
    
    Alternative Method of Allocating
Income. The Committee may allocate income to Excess Aggregate
Contributions for the Plan Year by multiplying the income for the Plan
Year allocable to the Matching Contributions and other amounts taken
into account under the ACP test (including contributions made for the
Plan Year), by a fraction, the numerator of which is the Excess
Aggregate Contributions for the Participant for the Plan Year, and the
denominator of which is the sum of (1) the Account Balance attributable
to Matching Contributions and other amounts taken into account under
the ACP test as of the beginning of the Plan Year; and (2) any
additional amount of such contributions made for the Plan Year.(C)
    
    Safe Harbor Method of Allocating Gap Period
Income. The Committee may use the safe harbor method in this
paragraph to determine income on Excess Aggregate Contributions for the
gap period. Under this safe harbor method, income on Excess Aggregate
Contributions for the gap period is equal to ten percent (10%) of the
income allocable to Excess Aggregate Contributions for the Plan Year
that would be determined under paragraph (B) above, multiplied by the
number of calendar months that have elapsed since the end of the Plan
Year. For purposes of calculating the number of calendar months that
have elapsed under the safe harbor method, a corrective distribution
that is made on or before the fifteenth day of a month is treated as
made on the last day of the preceding month and a distribution made
after the fifteenth day of a month is treated as made on the last day
of the month.(D)
    
    Alternative method for Allocating Plan Year
and Gap Period Income. The Committee may determine the income for
the aggregate of the Plan Year and the gap period, by applying the
alternative method provided by paragraph (B) above to the aggregate
period. This is accomplished by (1) substituting the income for the
Plan Year and the gap period, for the income for the Plan Year, and (2)
substituting the amounts taken into account under the ACP test for the
Plan Year and the gap period, for the amounts taken into account under
the ACP test for the Plan Year in determining the fraction that is
multiplied by that income.
  (g)
    
    Testing. The ACP test shall be performed in accordance with the Code
and applicable IRS guidance, rulings and regulations.
 A-11




---



##### 



A.3.Excess401(k)Deferrals. 401(k) Contributions that are includible in a Participants
gross income under Code Section 402(g) to the extent such Participants 401(k) Contributions
for a taxable year exceed the dollar limitation under such Code Section are Excess 401(k)
Deferrals. Excess 401(k) Deferrals are treated as annual additions under the Plan for Code
Section 415 purposes, unless such amounts are distributed on or before April 15th of the
calendar year following the close of the Participants taxable year in which such Excess
401(k) Deferrals arose. The Participant must notify the Committee by April 1st of each year
of the amount of the Excess 401(k) Deferrals to be assigned to the Plan with respect to a
prior Plan Year. A Participant is deemed to notify the Committee of any Excess 401(k)
Deferrals that arise if such Excess 401(k) Deferrals arise solely from 401(k) Contributions
made under this Plan or any other plans of the Company.
 (a)
    
    Distribution of Excess 401(k) Deferrals. Notwithstanding any
other provision of the Plan, Excess 401(k) Deferrals, plus any income and minus
any loss allocable thereto, shall be distributed to the Participant on or
before April 15th of the calendar year following the close of the Participants
taxable year in which such Excess 401(k) Deferrals arose in accordance with IRS
guidance, rulings and regulations. The amount to be distributed with respect
to a Participant for a Plan Year is reduced by any Excess 401(k) Deferrals
previously distributed to the Participant for the Plan Year.Excess 401(k) Deferrals that are distributed after April 15th are includible
in the Participants gross income in both the taxable year in which such
Excess 401(k) Deferrals are deferred and in the taxable year in which such
Excess 401(k) Deferrals are distributed.
 (b)
    
    Determination of Income or Loss Allocable to Excess 401(k)
Deferrals. Excess 401(k) Deferrals shall be adjusted for any income or
loss allocable to such Contributions up to the date of distribution. The
income or loss allocable to a Participants Excess 401(k) Deferrals shall be
determined using any of the methods set forth below:
 (A)
    
    Reasonable Method of Allocating Income.
The Committee may use any reasonable method for computing the income
allocable to Excess 401(k) Deferrals, provided that the method does not
violate Code Section 401(a)(4), is used consistently for all
Participants and for all corrective distributions under the Plan for
the Plan Year, and is used by the Plan for allocating income to
Participants Accounts. A Plan will not fail to use a reasonable
method for computing the income allocable to Excess 401(k) Deferrals
merely because the income allocable to Excess 401(k) Deferrals is
determined on a date that is no more than seven (7) days before the
distribution.(B)
    
    Alternative Method of Allocating
Income. The Committee may allocate income to Excess 401(k)
Deferrals for the Plan Year by multiplying the income for the Plan Year
allocable to the 401(k)
 A-12




---



##### 



Contributions by a fraction, the numerator of which is the Excess
401(k) Deferrals for the Participant for the Plan Year, and the
denominator of which is the sum of (1) the Account Balance
attributable to 401(k) Contributions; and (2) any additional amount
of such contributions made for the Plan Year.(C)
    
    Safe Harbor Method of Allocating Gap Period
Income. The Committee may use the safe harbor method in this
paragraph to determine income on Excess 401(k) Deferrals for the gap
period. Under this safe harbor method, income on Excess 401(k)
Deferrals for the gap period is equal to ten percent (10%) of the
income allocable to Excess 401(k) Deferrals for the Plan Year that
would be determined under paragraph (B) above, multiplied by the number
of calendar months that have elapsed since the end of the Plan Year.
For purposes of calculating the number of calendar months that have
elapsed under the safe harbor method, a corrective distribution that is
made on or before the fifteenth day of a month is treated as made on
the last day of the preceding month and a distribution made after the
fifteenth day of a month is treated as made on the last day of the
month.(D)
    
    Alternative method for Allocating Plan Year
and Gap Period Income. The Committee may determine the income for
the aggregate of the Plan Year and the gap period, by applying the
alternative method provided by paragraph (B) above to the aggregate
period. This is accomplished by (1) substituting the income for the
Plan Year and the gap period, for the income for the Plan Year, and (2)
substituting the amounts taken into account for the Plan Year and the
gap period, for the amounts taken into account for the Plan Year in
determining the fraction that is multiplied by that income.
 For purposes of this section, the gap period means the period between
the end of the Plan Year to a date determined by the Plan Administrator,
which date shall not be more than seven days prior to the date of
distribution.(c)
    
    Attributable Matching Contributions. If Excess 401(k)
Deferrals are distributed to a Participant, no Matching Contributions will be
made with respect to the Excess 401(k) Deferrals. If Matching Contributions
have already been allocated based on such Excess 401(k) Deferrals, the
Matching Contributions attributable to the Excess 401(k) Deferrals shall be
forfeited.
 A.4. Forfeitures.
  A-13




---



##### 



SCHEDULE B
 ELIGIBLE UNION EMPLOYEES




---



##### 



SCHEDULE C
 PARTICIPATING AFFILIATES
 1.
    
    International Helicopter Transport, Inc.2.
    
    Evangeline Airmotive, Inc.3.
    
    Acadian Composites, Limited Liability Co.4.
    
    Air Evac Services, Inc.5.
    
    PHI Aeromedical Services, Inc.6.
    
    Petroleum Helicopters International, Inc.