ex10-3.htm


     

    
      EXHIBIT
10.3

    

    
 

     

     

     

     

     

    
 

    EG&G
TECHNICAL SERVICES, INC.

     

    RETIREMENT
PLAN

     

    


     

     

     

     

     

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    


     

    


     

    Restated
as of January 1, 2007

     

    


     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

     

     

    
      	 ARTICLE I DEFINITIONS 	 1
	 ARTICLE II PARTICIPATION 	
               11

            
	 ARTICLE III SERVICE 	 13
	 ARTICLE IV ELIGIBILITY FOR AND AMOUNT OF
      PENSION 	 19
	
               ARTICLE V PAYMENT OF RETIREMENT
    INCOME 

            	 31
	 ARTICLE VI CONTRIBUTIONS 	 39
	 ARTICLE VII ADMINISTRATION OF PLAN 	 41
	 ARTICLE VIII MANAGEMENT OF FUNDS 	 45
	 ARTICLE IX TOP-HEAVY PROVISIONS 	 46
	 ARTICLE X RETIREE HEALTH PLAN ACCOUNT 	 50
	 ARTICLE XI AMENDMENT, MERGER AND
    TERMINATION 	 55
	 ARTICLE XII MISCELLANEOUS PROVISIONS 	 58
	 APPENDIX A	 62


    

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EG&G
TECHNICAL SERVICES, INC.

     

    EMPLOYEES
RETIREMENT PLAN

     

    INTRODUCTION

     

    Effective
as of August 20, 1999, EG&G Technical Services, Inc. adopts the EG&G
Technical Services, Inc. Employees Retirement Plan as a program for providing
retirement income and other benefits for the benefit of certain of its employees
and their beneficiaries.

     

    It is
intended that this Plan and the trust used to provide benefits hereunder shall
at all times be qualified and tax-exempt within the meaning of Sections 401(a)
and 501(a) of the Internal Revenue Code of 1986, as now in effect or hereafter
amended, and any other applicable provisions of law.

     

    The Plan
is a successor to the EG&G, Inc. Employees Retirement Plan, as it related to
employees and former employees of the Technical Services Division of EG&G,
Inc. (the “Prior Plan”).

     

    Except as
specified herein, the provisions of the Plan as contained herein shall apply
only to those persons who are in the service of the Employer (as defined herein)
on or after August 20, 1999 or who were participants in the Prior Plan
immediately prior thereto.

     

    This Plan
is amended and restated as of January 1, 2007.

     


    
      
        
        

      

      
         


        
          

        

      

      
        Table of Contents

        
           

        

      

    


    EG&G
TECHNICAL SERVICES, INC.

     

    EMPLOYEES
RETIREMENT PLAN

     

    ARTICLE I

     

    DEFINITIONS

     

    
      	
              1.1  

            	
              “Accrued
      Benefit” means, as of any date of determination, the normal Retirement
      Income computed under Section 4.1.

            


    

     

    
      	
              1.2  

            	
              “Annuity
      Starting Date” means the first day of the month for which Retirement
      Income benefits are paid as an annuity or in any other
    form.

            


    

     

    
      	
              1.3  

            	
              “Average
      Earnings” means with respect to periods of Credited Service the average
      annual Earnings of a Participant during the five consecutive years of his
      Credited Service in the last 10 years of his Credited Service immediately
      preceding or ending with his Separation from Service affording the highest
      such average, or during the actual period of his Credited Service if less
      than five consecutive years; provided, however, Credited Service after
      December 31, 2003 shall not be taken into account for this
      purpose.  A Participant’s Earnings shall be annualized for any
      Computation Period in which he receives credit for some portion, but less
      than a full year, of Credited
Service.”

            


    

     

    
      	
              1.4  

            	
              “Beneficiary”
      means the person or persons named by a Participant by written designation
      filed with the Plan Administrator to receive payments after the
      Participant’s death.

            


    

     

    
      	
              1.5  

            	
              “Board
      of Directors” means the board of directors of the
  Company.

            


    

     

    
      	
              1.6  

            	
              “Break
      in Service” means a Computation Period in which a Participant completes no
      more than 500 Hours of Service.  Hours of Service shall be
      recognized for a “permitted leave of absence” or a “maternity or paternity
      leave of absence” solely for purposes of determining whether an Employee
      has incurred a Break in Service.

            


    

     

    
      	
               

            	
              A
      “permitted leave of absence” means an unpaid, temporary cessation from
      active employment with the Employer pursuant to a nondiscriminatory policy
      established by the Plan Administrator.


            


    

     

     

    
      
        
        

      

      
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              A
      “maternity or paternity leave of absence” means an absence from work for
      any period by reason of the Employee’s pregnancy, birth of the Employee’s
      child, placement of a child with the Employee in connection with the
      adoption of such child, or any absence for the purpose of caring for such
      child for a period immediately following such birth or
      placement.  The Hours of Service credited for a “maternity or
      paternity leave of absence” shall be those that would normally have been
      credited but for such absence, or, in any case in which the Plan
      Administrator is unable to determine such hours normally credited, eight
      Hours of Service per day.  For this purpose, Hours of Service
      shall be credited for the 12-month period in which the absence from work
      begins if such credit is necessary to prevent the Employee from incurring
      a Break in Service, or in the immediately following 12-month
      period.

            


    

     

    
      	
              1.7  

            	
              “Code”
      means the Internal Revenue Code of 1986, as now in effect or hereafter
      amended.

            


    

     

    
      	
              1.8  

            	
              “Company”
      means EG&G Technical Services, Inc. and any successor
      thereto.

            


    

     

    
      	
              1.9  

            	
              “Computation
      Period”, except as provided below, means the calendar year.  The
      “Computation Period” for determining eligibility under Section 2.1(b)
      means the 12-month period beginning on an Employee’s Employment
      Commencement Date or Reemployment Commencement Date, if applicable, and
      anniversaries thereof.

            


    

     

    
      	
              1.10  

            	
              “Covered
      Contract” means a contract that the Employer enters directly into with, or
      a subcontract by which the Employer enters indirectly into a contract
      with, the federal government or an agency or instrumentality thereof, the
      latter through another entity that has entered directly into such
      contract.

            


    

     

    
      	
              1.11  

            	
              “Covered
      Contract Employee” means an Employee whose service with the Employer, at
      the relevant time, is primarily devoted to work under a Covered Contract
      and who works at a location listed
below.

            


    

     

    
      	
              Effective Date

            	
              Location

            	
              Bargaining Representative or Employer
      Unit

            
	 
      	
              Huntsville,
      Alabama

            	
              International
      Brotherhood of Electrical Workers Local No.
558

            


    

     

    
      
        
        

      

      
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              Effective Date

            	
              Location

            	
              Bargaining Representative or Employer
      Unit

            
	 
      	
              San
      Antonio, Texas

            	
              MSSA
      (KDC)

            
	 
      	
              Bloomington,
      Indiana

            	
              Crane,
      Indiana

            
	
              09/01/2001

            	
              Wallops
      Island, Virginia

            	
              Wallops
      Island

            
	
              09/18/2000

            	
              Johnston
      Atoll

            	
              Johnston
      Island

            
	
              09/01/2000

            	
              Warner
      Robins, Georgia

            	
              Warner
      Robins

            
	
              08/13/2000

            	
              Barstow,
      California

            	
              Barstow

            
	
              02/01/2000

            	
              San
      Antonio, Texas

            	
              Randolph
      Air Force Base

            
	
              08/20/1999

            	
              Huntsville,
      Alabama

            	
              Bricklayers
      & Allied Craftworkers Local 15

            


    

     

    
      	
              1.12  

            	
              “Credited
      Service” means service recognized for purposes of computing the amount of
      any benefit, determined as provided in Section
  3.2.

            


    

     

    
      	
              1.13  

            	
              “Disability”
      means a Participant’s physical or mental condition, as determined by the
      Social Security Administration, that renders him eligible to receive
      disability benefits under Title II of the Social Security Act, as amended
      from time to time.  The Plan Administrator will apply the
      provisions of this Section 1.13 in a nondiscriminatory, consistent and
      uniform manner.

            


    

     

    
      	
              1.14  

            	
              “Earnings”
      means a Participant’s regular base salary or wages from the Employer,
      including salary deferrals under any salary reduction agreement under
      Section 125, 402(g)(3) or 457 or, effective January 1, 2001, Section
      132(f)(4) of the Code, commissions and severance pay, but excluding any
      bonuses, overtime payments, incentive pay, reimbursements or other expense
      allowances or other adjustments, fringe benefits and any other type of
      special or nonrecurring pay.

            


    

     

    
      	
               

            	
              Effective
      January 1, 2002, the annual Earnings of each Participant taken into
      account for all Plan purposes shall not exceed $200,000, as adjusted by
      the Secretary of the Treasury for increases in the cost of living in
      accordance with Code Section 401(a)(17)(B).  The cost-of-living
      adjustment in effect for a calendar year applies to any period, not
      exceeding 12 months, over which Earnings are determined (the
      "determination period")

            


    

     

     

    
      
        
        

      

      
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              beginning
      in such calendar year.  If a determination period consists of
      fewer than 12 months, the limit referred to above will be multiplied by a
      fraction, the numerator of which is the number of months in the
      determination period and the denominator of which is
  12.

            


    

     

    
      	
               

            	
              For
      purposes of determining a Participant’s benefit accruals in a Plan Year
      beginning after December 31, 2001, Earnings for a determination period
      beginning prior to January 1, 2002 shall not exceed
    $200,000.

            


    

     

    
      	
              1.15  

            	
              “Effective
      Date” means August 20, 1999.

            


    

     

    
      	
              1.16  

            	
              “Eligible
      Employee” means any Employee of the Employer, excluding any person who is
      (a) a Covered Contract Employee or (b) included in a unit of employees
      covered by an agreement recognized for purposes of collective bargaining
      with the Employer, provided retirement benefits have been the subject of
      good faith bargaining and such bargaining does not provide for coverage
      under this Plan.

            


    

     

    
      	
              1.17  

            	
              “Employee”
      means any person employed by the Employer, other than an independent
      contractor, who receives stated remuneration other than a pension,
      severance pay, retainer or fee under contract.  Employees shall
      also include leased employees within the meaning of Code Section 414(n)(2)
      unless such leased employees are covered by a money purchase pension plan
      requiring a 10 percent contribution and such leased employees do not
      constitute more than 20 percent of the recipient’s nonhighly compensated
      workforce, as defined in Section 414(n)(5)(C)(ii) of the
      Code.  Notwithstanding any other provision of this Plan, the
      term “Employee” shall not include any employee, independent contractor,
      leased employee or other individual unless such individual is
      contemporaneously treated by an Employer as an employee for purposes of
      this Plan (without regard to any subsequent recharacterization or
      inconsistent determination made by any person or entity or by any court,
      agency or other authority with respect to such
  individual).

            


    

     

     

    
      
        
        

      

      
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              1.18  

            	
              “Employer”
      means the Company and any subsidiary or affiliated organization of the
      Company that, with the approval of the Board of Directors and subject to
      such considerations as the Board of Directors may impose, adopts this
      Plan.

            


    

     

    
      	
               

            	
              
                Employer
      shall also mean JT3, LLC for purposes of determining a Participant’s
      Earnings under Section 1.14, Credited Service under Section 3.2, Service
      and Vesting Service under Section 3.1 and in determining whether a
      Participant has incurred a Separation from Service under Section
      1.34.

              

            


    

     

    
      	
                

            	
              In
      determining a Participant’s Hours of Service for purposes of eligibility
      for participation and entitlement to benefits under Section 1.22, in
      determining whether an election to change the Limitation Year has been
      made in accordance with Section 1.23, in determining whether an Employee
      has incurred a Separation from Service under Section 1.34, in determining
      the limitations on annual benefits under Section 4.6 and the limitation in
      case of dual plans under Section 4.7 and in determining whether the Plan
      is Top-Heavy under Article IX, the term “Employer” shall include any other
      corporation or business entity that must be aggregated with the Employer
      under Section 414(b), (c), (m) or (o) of the Code, but only for such
      periods of time when the Employer and such other corporation or business
      entity must be aggregated as aforesaid.  For purposes of
      Sections 4.6 and 4.7, such definition of “Employer” shall be modified by
      Section 415(h) of the Code.

            


    

     

    
      	
              1.19  

            	
              “Employment
      Commencement Date” means the date on which an Employee first performs an
      Hour of Service.

            


    

     

    
      	
              1.20  

            	
              “Equivalent
      Actuarial Value” means equivalent value computed on the basis of interest
      at 7% per annum and the 1971 Group Annuity Mortality Table with no loading
      and projected by Scale E, with a one-year age setback for the Participant
      and a five-year age setback for any Beneficiary.  Actuarial
      equivalence for purposes of Section 4.6 shall be computed on the basis of
      interest at 5% per annum and the 1983 Group Annuity Mortality Table
      (Unisex).  Actuarial equivalence for purposes of Section 5.1(c)
      and Option 4 and Option 5 of Section 5.2 shall be computed on the basis of
      (a) the annual rate of interest on 30-year Treasury securities for the
      second calendar month preceding the


            


    

     

    
      
        
        

      

      
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              first
      day of the Plan Year that contains the Annuity Starting Date and (b) the
      mortality table prescribed by the Secretary of the Treasury that is based
      on the prevailing commissioners’ standard table, described in Section
      807(d)(5)(A) of the Code, that is used to determine reserves for group
      annuity contracts issued on the date as of which present value is being
      determined, without regard to any other subparagraph of Section 807(d)(5),
      as published in Revenue Ruling 95-6 or any governmental ruling or
      publication superseding that Ruling.  Effective for
      distributions with Annuity Starting Dates (as defined in Section 417(f)(2)
      of the Code) on or after December 31, 2002, the Mortality Table used to
      determine actuarial equivalence for purposes of Section 4.6, Section
      5.1(c) and Option 4 and Option 5 under Section 5.2 shall mean the
      Mortality Table set forth in Rev. Rul.
2001-62.

            


       

    

     

    
      	
              1.21  

            	
              “ERISA”
      means the Employee Retirement Income Security Act of 1974, as now in
      effect or as hereafter amended.

            


    

     

    
      	
              1.22  

            	
              With
      respect to any applicable Computation Period in determining Vesting
      Service in accordance with Section 3.1 and in determining Credited Service
      in accordance with Section 3.2(b), “Hour of Service” means as
      follows:

            


    

     

    
      	
              (a)  

            	
              each
      hour for which the Employee is paid or entitled to payment for the
      performance of duties for the
Employer,

            


    

     

    
      	
              (b)  

            	
              
                each
      hour for which an Employee is paid or entitled to payment by the Employer
      on account of a period during which no duties are performed, whether or
      not the employment relationship has terminated, but not more than 501
      hours for any single continuous period,
  and

              

            


    

     

    
      	
              (c)  

            	
              
                each
      hour for which back pay, irrespective of mitigation of damages, is either
      awarded or agreed to by the Employer, excluding any hour credited under
      (a) or (b).

              

            


    

     

    
      	
              (d)  

            	
              
                For
      purposes of determining Vesting Service in accordance with Section 3.1,
      Hours of Service shall be determined by crediting an Employee with 190
      Hours of Service for each month in which at least one Hour of Service was
      credited 

              

            


    

     

     

    
      
        
        

      

      
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                  under
      subparagraphs (a), (b) or (c) above.  Hours of Service under
      this Section 1.22(d) shall be credited in accordance with the equivalence
      rules of Section 2530.200b-3 of the Department of Labor
      regulations.

                

              

            


    

    
    

     

    
      	
               

            	
              For
      purposes of this Section 1.22, performance of duties (i) for EG&G,
      Inc. prior to the Effective Date or (ii) for EG&G Mound Technologies,
      Inc. in accordance with Appendix K to the Prior Plan, shall constitute
      performance of duties for the
Employer.

            


    

     

    
      	
               

            	
              No
      hours shall be credited on account of any period during which the Employee
      performs no duties and receives payment solely for the purpose of
      reimbursement for medical or medically related expenses incurred by the
      Employee for the purpose of complying with unemployment compensation,
      worker’s compensation or disability insurance laws.  The Hours
      of Service credited shall be determined by Section 2530.200b-2(b) and (c)
      of the Department of Labor
regulations.

            


    

     

    
      	
              1.23  

            	
              “Limitation
      Year” means the calendar year, unless otherwise selected by the Employer
      in a manner consistent with that described in Section 1.415-2(b)(2) of the
      Treasury Regulations.

            


    

     

    
      	
              1.24  

            	
              “Normal
      Retirement Age” means the age determined in accordance with the following
      table:

            


    

     

    
      	Year of
      Birth	 Age
	 1937 and
      earlier	 65
	 1938—1942	 65 plus 2
      months per year
	 1943—1954	 66
	 1955—1959	 66 plus 2
      months per year
	 1960 and
      later	  67


    

     

    
      	
              1.25  

            	
              “Normal
      Retirement Date” means the first day of the month next following the month
      in which the Participant attains his Normal Retirement
  Age.

            


    

     

    
      	
              1.26  

            	
              “Participant”
      means any Eligible Employee participating in the Plan, as provided in
      Article II, or any former Employee whose participation has not ceased
      pursuant to Section 2.2.

            


    

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      	
              1.27  

            	
               “Plan”
      means the EG&G Technical Services, Inc. Employees Retirement Plan, as
      set forth herein and as amended from time to
  time.

            


    

     

    
      	
              1.28  

            	
              “Plan
      Administrator” means the person, persons or committee designated by the
      Board of Directors to administer the Plan in accordance with Article
      VII.  In the absence of any such designation, the Company shall
      be the Plan Administrator.

            


    

     

    
      	
              1.29  

            	
              “Plan
      Year” means (a) the period commencing on the Effective Date and ending on
      the next following December 31 and (b) the 12-month period commencing on
      each January 1 thereafter and ending on the next following December
      31.

            


    

     

    
      	
              1.30  

            	
              “Prior
      Plan” means the EG&G, Inc. Employees Retirement
  Plan.

            


    

     

    
      	
              1.31  

            	
              “Qualified
      Joint and Survivor Annuity” means Retirement Income described in Section
      5.1(b).

            


    

     

    
      	
              1.32  

            	
              “Reemployment
      Commencement Date” means the first date following an Employee’s Break in
      Service on which the Employee again performs an Hour of
      Service.

            


    

     

    
      	
              1.33  

            	
              “Retirement
      Income” means monthly payments under the Plan as provided in Article
      V.

            


    

     

    
      	
              1.34  

            	
              “Separation
      from Service” means an Employee’s death, resignation or discharge from
      Service with the Employer.

            


    

     

    
      	
              1.35  

            	
              “Service”
      means service with an Employer or predecessor employer recognized for
      purposes of determining eligibility for participation in the Plan and
      entitlement to certain benefits under the Plan, determined as provided in
      Sections 1.43 and 3.1.  Notwithstanding any other provision of
      this Plan to the contrary, Service credit with respect to qualified
      military service will be provided in accordance with Section 414(u) of the
      Code.

            


    

     

    
      	
              1.36  

            	
              “Social
      Security Retirement Age” means the age used as the retirement age under
      Section 216(l) of the Social Security Act, applied without regard to the
      age increase factor and as if the early retirement age under Section
      216(l)(2) of such Act were 62.

            


    

     

     

    
      
        
        

      

      
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              1.37  

            	
              “Social
      Security Tax Base” means the average (without indexing) of the Social
      Security.  Wage Bases in effect for each calendar year during
      the 35-year period ending with the last day of the calendar year in which
      the Participant attains (or will attain) Normal Retirement
      Age.  In determining a Participant’s Social Security Tax Base
      for a Plan Year, the Social Security Wage Base for all calendar years
      beginning after the first day of the Plan Year is assumed to be the same
      as the Social Security Wage Base in effect as of the beginning of the Plan
      Year.  A Participant’s Social Security Tax Base for a Plan Year
      after the 35-year period described in this Section shall be the
      Participant’s Social Security Tax Base for the Plan Year during which the
      35-year period ends.  A Participant’s Social Security Tax Base
      for a Plan Year prior to the 35-year period described in this Section
      shall be the Social Security Wage Base in effect at the beginning of the
      Plan Year.  A Participant’s Social Security Tax Base shall be
      automatically adjusted each Plan Year to reflect changes in the Social
      Security Wage Base.

            


    

     

    
      	
              1.38  

            	
              “Social
      Security Wage Base” means the contribution and benefit base taken into
      account under Section 230 of the Social Security
  Act.

            


    

     

    
      	
              1.39  

            	
              “Spouse”
      means the lawful spouse to whom the Participant was married on the date
      Retirement Income payments commence under the Plan, or if Retirement
      Income payments had not commenced, the lawful spouse to whom the
      Participant was married on the Participant’s date of
  death.

            


    

     

    
      	
              1.40  

            	
              “Trust
      Agreement” means the agreement, as amended from time to time, entered into
      between the Company and the Trustee to carry out the purposes of the
      Plan.

            


    

     

    
      	
              1.41  

            	
              “Trust
      Fund” means the cash or other property held by the Trustee in accordance
      with the provisions of the Trust Agreement and the
  Plan.

            


    

     

    
      	
              1.42  

            	
              “Trustee”
      means the trustee or trustees appointed by the Company and acting in
      accordance with Article VIII.

            


    

     

    
      	
              1.43  

            	
              “Year
      of Service” means a Computation Period during which an individual
      completes at least 1,000 Hours of
Service.

            


    

     

     

    
      
        
        

      

      
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              1.44  

            	
              “Year
      of Vesting Service” means a Computation Period during which Service is
      recognized for purposes of determining entitlement to certain benefits
      under the Plan, determined as provided in Section
  3.1.

            


    

     

    Whenever
used herein, the masculine gender includes the feminine and the plural shall
include the singular unless the context clearly requires otherwise.

     


    
      
        
        

      

      
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ARTICLE
II


    PARTICIPATION

     

    
      	
              2.1  

            	
              Participation
      Requirements

            


    

     

    
      	
              (a)  

            	
              
                Every
      Eligible Employee on the Effective Date who was a participant in the Prior
      Plan immediately prior to the Effective Date shall become a Participant in
      the Plan as of the Effective Date.

              

            


       

      
        	
                (b)  

              	
                
                  
                    Every
      other Eligible Employee who is not already a Participant pursuant to
      paragraph (a) above shall become a Participant immediately after his
      completion of one Year of
Service.

                  

                

              


      

       

      
        	
                (c)  

              	
                
                  
                    In
      order to become a Participant, an Eligible Employee must complete an
      enrollment form prescribed by the Plan
      Administrator.

                  

                

              


      

    

     

    
      	
              2.2  

            	
              Events
      Affecting Participation

            


    

     

    
      	
              (a)  

            	
              
                
                  An
      Employee’s participation in the Plan shall end when he is no longer
      employed by the Employer if he is not entitled to either an immediate or a
      deferred Retirement Income under the Plan.  Participation shall
      continue and Service shall continue to be granted while a Participant is
      on authorized leave of absence or during a period while he is not an
      Eligible Employee but remains in the employ of the Employer, but no
      Credited Service shall be counted for that period, except as specifically
      provided in Article Ill and Section 4.8.  Any Earnings of such a
      Participant while his status is other than that of an Eligible Employee
      shall be disregarded for all Plan
  purposes.

                

              

            


       

      
        	
                (b)  

              	
                
                  
                    
                      If
      an Employee transfers from an employment status with an Employer other
      than as an Eligible Employee and thereby becomes an Eligible Employee, he
      shall become a Participant immediately after the date on which he
      completes the requirements of Section 2.1.  No Credited Service
      shall be counted for the period of time prior to his becoming a
      Participant, except as specifically provided in Article Ill and Section
      4.8.

                    

                  

                

              


      

       

       

    

    
      
        
        

      

      
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              2.3  

            	
              Participation
      upon Reemployment

            


    

     

    
      	
               

            	
              
                If
      an Employee’s participation in the Plan ends and he again becomes an
      Eligible Employee, he shall again become a Participant as of his
      Reemployment Commencement Date provided he has not incurred a Break in
      Service.

              

            


    

     

    
      	
              2.4  

            	
              Plan
      Closed to New Participants

            


    

     

    
      	
               

            	
              No
      individual who first becomes an Eligible Employee of, is first offered
      employment with or who first executes an employment agreement with the
      Employer for a position as an Eligible Employee after June 30, 2003 shall
      be considered or become a
Participant.

            


    

     

    
      	
              2.5  

            	
              Participation
      Upon Reemployment or Transfer to an Eligible Unit After June 30,
      2003

            


    

     

    
      	
                

            	
              Notwithstanding
      Section 2.4, if the participation of an Eligible Employee who was a
      Participant in the Plan ends or has ended and he again becomes an Eligible
      Employee on or after July 1, 2003, he shall again become a Participant as
      of his Reemployment Commencement Date provided he has not incurred a Break
      in Service.  However, if an Eligible Employee ceases or has
      ceased to be an Eligible Employee prior to becoming a Participant, whether
      as a result of termination of employment with the Employer or transfer to
      an ineligible unit, and he then again on or after July 1, 2003 becomes an
      Employee or transfers back to an eligible unit, such individual shall not
      be eligible to become a Participant in the
Plan.

            


    

     

     


    
      
        
        

      

      
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ARTICLE
III


    SERVICE

     

    
      	
              3.1  

            	
              Service
      and Vesting Service

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    Except
      as otherwise provided in this Plan, all service with the Employer rendered
      by an Employee counts as Service.  A Computation Period
      described in Section 1.43 counts as a full Year of Service.  A
      Computation Period in which an Employee completes at least 1,000 Hours of
      Service counts as a full Year of Vesting Service.  Except as
      provided in paragraph (b) below, no Vesting Service is counted for any
      Computation Period in which an Employee completes less than 1,000 Hours of
      Service.  If an Employee who has not become 100 percent vested
      in accordance with Section 4.3 has a Break in Service in which the number
      of consecutive one-year Breaks in Service equals or exceeds five,
      excluding any Years of Vesting Service disregarded under this sentence by
      reason of any earlier Break in Service, the service rendered before the
      Break in Service shall be excluded from his Vesting
      Service.

                  

                

              

            


       

      
        	
                (b)  

              	
                
                  
                    
                      
                        A
      period during which an Employee is on a leave of absence approved by the
      Employer shall not be considered as a Break in Service.  Under
      rules uniformly applicable to all Employees similarly situated, the
      Employer shall credit Vesting Service for any portion of that period of
      leave that is not counted as Vesting Service under paragraph (a) of this
      Section, provided that the Employee returns to Service at or before the
      end of such leave of absence.  An Employee who fails to return
      to Service at or before the end of such a leave of absence will be
      considered to have incurred a Separation from Service as of the later of
      (i) the last day of Service with an Employer or (ii) the date on which the
      Employee’s failure to return was due to his death, Disability or
      retirement in accordance with Section 4.1 or
      4.2.

                      

                    

                  

                

              


      

    

     

    
      	
               

            	
              A
      period during which an Employee is laid off due to a reduction in work
      force shall not be considered as a Break in Service.  Under
      rules uniformly applicable to all Employees similarly situated, the
      Employer shall credit Vesting Service for the period of layoff that
      

            


    

     

    
      
        
        

      

      
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                is
      not counted as Vesting Service under paragraph (a) of this Section,
      provided that the Employee returns to Service within the one-year period
      following the beginning of the layoff.  An Employee who fails to
      return to Service before the end of such one-year period will be
      considered to have incurred a Separation from Service as of the last day
      of Service with an Employer.

              

            


    

     

    
      	
              3.2  

            	
              Credited
      Service

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      A
      Participant who normally works the regular full-time work week for his
      Employer, whether or not considered a regular or temporary Employee by the
      Employer, shall be credited with a full year of Credited Service for each
      calendar year of his employment with an Employer, other than as a Covered
      Contract Employee.  If a Participant described in the previous
      sentence completes less than a full year of Credited Service for the
      calendar year in which his Employment Commencement Date or Separation from
      Service occurs, he shall be credited with one-twelfth (1/12) of a year of
      Credited Service for each month of employment with an Employer, rounded to
      the nearest month.  For the calendar month of a Participant’s
      Separation from Service, a Participant is credited with the month if his
      Separation from Service is on or after the 15th
      of the month.  For the calendar month of a Participant’s
      Employment Commencement Date, a Participant is credited with the month if
      his Employment Commencement Date is on or before the 15th
      of the month.   For the purpose of determining Credited
      Service under this Section 3.2(a), Service shall be measured under the
      elapsed time method as authorized under regulations promulgated by the
      Secretary of
Labor.

                    

                  

                

              

            


       

      
        	
                (b)  

              	
                
                  
                    
                      
                        
                          A
      Participant who does not normally work the regular full-time work week for
      his Employer, whether or not considered a regular or temporary Employee by
      the Employer, shall be credited with one-twelfth (1/12) of a year of
      Credited Service for each 173-1/3 Hours of Service completed as an
      Employee during a Computation Period, other than a Covered Contract
      Employee, described in this paragraph
      (b).

                        

                      

                    

                  

                

              


      

    

     

    
      
        
        

      

      
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              (c)  

            	
              
                
                  
                    
                      
                        A
      Participant shall be credited with Credited Service for any period during
      which he is on an approved leave of absence for medical or military
      reasons that is counted as Vesting Service as provided in Section
      3.1(b).  The Earnings for a period of absence that is counted as
      Credited Service shall be the Participant’s rate of Earnings in effect
      immediately before the period of
      absence.

                      

                    

                  

                

              

            


       

      
        	
                (d)  

              	
                
                  
                    
                      
                        
                          
                            A
      Participant who goes from normally working the regular full-time work week
      for his Employer to not normally working the regular full-time work week
      for his Employer and vice versa shall be credited with Credited Service
      for the month depending on his or her employment status of the 15th
      day of the
  month.

                          

                        

                      

                    

                  

                

              


      

       

    

    
      	
              3.3  

            	
              Restoration
      of Retired Participant or Other Former Employee to
  Service

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        If
      a Participant in receipt of a Retirement Income is restored to service as
      an Eligible Employee on or after his Normal Retirement Date, the following
      shall
apply:

                      

                    

                  

                

              

            


    

     

    
    

    
      	
              (i)  

            	
              His
      Retirement Income shall be suspended for each month during the period of
      restoration that constitutes a “month of suspension service” and he
      shall be granted Credited Service with respect to such periods of
      restoration as otherwise provided by Section 3.2.  A month of
      suspension service is a month in which the Participant completes at least
      40 Hours of Service with the
Employer.

            


    

     

    
      	
              (ii)  

            	
              
                If
      the Participant’s death occurs during the period of restoration, any
      Retirement Income to which he would have been entitled had he retired
      immediately prior to his date of death, based on the benefit formula then
      in effect and his Earnings and Credited Service before and after the
      period when he was not in the service of the Employer, reduced by an
      amount of Equivalent Actuarial Value to the benefits he received before
      the date of his restoration to service, shall be payable to his surviving
      Spouse or, 

              

            


    

     

    
    

     

     

    
      
        
        

      

      
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                  alternatively,
      any payments under an optional benefit, if one has been elected and become
      effective, shall begin.

                

              

            


    

     

    
      	
              (iii)  

            	
              
                
                  Upon
      later retirement, payment of the Participant’s Retirement Income, based on
      the benefit formula then in effect and his Earnings and Credited Service
      before and after the period when he was not in the service of the
      Employer, reduced by an amount of Equivalent Actuarial Value to the
      benefits he received before the date of his restoration to service, shall
      begin no later than the third month after the month in which the
      Participant ceases to be employed in suspension service and shall be
      adjusted, if necessary, to recover Retirement Income payments erroneously
      made after his restoration to service, in compliance with Title 29 of the
      Code of Federal Regulations, Section 2530.203-3 in a consistent and
      nondiscriminatory
manner.

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          If
      a Participant in receipt of Retirement Income is restored to service with
      the Employer before his Normal Retirement Date, the following shall
      apply:

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (i)  

            	
              
                His
      Retirement Income shall cease and any election of an optional benefit in
      effect shall be void.

              

            


       

      
        	
                (ii)  

              	
                
                  
                    Any
      Vesting Service and Credited Service to which he was entitled at the time
      of his Separation from Service shall be restored to him as of his
      Reemployment Commencement
Date.

                  

                

              


      

       

      
        	
                (iii)  

              	
                
                  Upon
      later retirement or termination his Retirement Income shall be based on
      the benefit formula then in effect and his Earnings and Credited Service
      before and after the period when he was not in the service of the
      Employer, reduced by an amount of Equivalent Actuarial Value to the
      benefits he received before the date of his restoration to
      service.

                

              


         

        
          	
                  (iv)  

                	
                  
                    
                      The
      part of the Participant’s Retirement Income upon later retirement payable
      with respect to Credited Service rendered before his previous Separation
      from Service shall never be less than the amount of his
      

                    

                  

                


        

         

      

    

    
    

     

    
      
        
        

      

      
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                    previous
      Retirement Income modified to reflect any option in effect on his later
      retirement.

                  

                

              

            


    

     

    
      	
              (c)  

            	
              
                
                  
                    
                      
                        
                          If
      a Participant not in receipt of a Retirement Income or a former
      Participant is restored to service without having had a Break in Service,
      his Vesting Service and Credited Service shall be determined as provided
      in Sections 3.1, and 3.2, and, if applicable, he shall again become a
      Participant as of his Reemployment Commencement
      Date.

                        

                      

                    

                  

                

              

            


       

      
        	
                (d)  

              	
                
                  
                    
                      
                        
                          
                            
                              If
      a Participant not in receipt of a Retirement Income or a former
      Participant who received a single-sum settlement in lieu of his Retirement
      Income is restored to service with the Employer after having had a Break
      in Service, the following shall
      apply:

                            

                          

                        

                      

                    

                  

                

              


      

    

     

    
      	
              (i)  

            	
              
                
                  The
      Vesting Service to which he was previously entitled shall be restored to
      him, and, if applicable, he shall again become a Participant as of
      his Reemployment Commencement
  Date.

                

              

            


       

      
        	
                (ii)  

              	
                
                  
                    
                      Any
      Credited Service to which the Participant was entitled at the time of his
      Separation from Service that is included in the Vesting Service so
      restored shall not be restored to
  him.

                    

                  

                

              


      

       

      
        	
                (iii)  

              	
                
                  
                    Upon
      later termination or retirement of a Participant whose previous Vesting
      Service has been restored under this paragraph (d), his Retirement Income
      shall be based on the benefit formula then in effect and his Earnings and
      Credited Service after the period when he was not in the service of the
      Employer.

                  

                

              


      

    

     

    
      	
              (e)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              If
      any other former Participant is restored to service with the Employer
      after having had a Break in Service, the following shall
      apply:

                            

                          

                        

                      

                    

                  

                

              

            


       

      
        	
                (i)  

              	
                
                  
                    
                      He
      shall again become a Participant as of his Reemployment Commencement
      Date.

                    

                  

                

              


      

    

     

     

    
      
        
        

      

      
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              (ii)  

            	
              
                
                  
                    
                      The
      Vesting Service to which he was previously entitled shall be restored to
      him, except that with respect to a former Participant who had not
      completed five Years of Vesting Service, such Vesting Service shall be
      restored to him if the total number of consecutive one-year Breaks in
      Service does not equal or exceed
    five.

                    

                  

                

              

            


       

      
        	
                (iii)  

              	
                
                  
                    
                      Any
      Credited Service to which the Participant was entitled at the time of his
      Separation from Service that is included in the Vesting Service so
      restored shall be restored to
  him.

                    

                  

                

              


      

    

     

    
      	
              (iv)  

            	
              
                
                  
                    If
      a Participant’s Credited Service has been restored under this paragraph
      (e), his Retirement Income, if any, shall be based on the benefit formula
      then in effect and his Earnings and Credited Service before and after
      the period when he was not in the service of the
      Employer.

                  

                

              

            


    


    
      
        
        

      

      
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ARTICLE
IV


    ELIGIBILITY
FOR AND AMOUNT OF PENSION

     

    
      	
              4.1  

            	
              Normal
      Retirement

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                The
      right of a Participant to his normal Retirement Income shall be
      nonforfeitable on attainment of his Normal Retirement Age.  A
      Participant may retire from service on a normal Retirement Income
      beginning on his Normal Retirement Date or he may postpone his retirement
      and remain in service after his Normal Retirement
      Date.

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
               

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                If
      the Participant postpones his retirement, he shall be retired from service
      on a normal Retirement Income beginning on the first day of the calendar
      month immediately after the Employer receives his written application to
      retire.

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
               

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                If
      a Participant’s retirement is postponed beyond his Normal Retirement Date,
      then he shall be granted Credited Service, as otherwise provided in this
      Plan, with respect to all periods beginning on and after his Normal
      Retirement Date.  Such a Participant’s Retirement Income shall
      be determined on the basis of his Credited Service and Earnings both
      before and after his Normal Retirement
      Date.

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
                

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                Notwithstanding
      the foregoing, if the Participant was not given a notice of suspension of
      benefits in accordance with Section 411(a)(3)(B) of the Code, the
      Participant’s Accrued Benefit as of the end of each Plan Year following
      his Normal Retirement Date shall be the greater of the amount described in
      the preceding sentence or the Equivalent Actuarial Value of his Accrued
      Benefit, determined as of the later of his Normal Retirement Date or the
      end of the prior Plan Year.  If a Participant’s Accrued Benefit
      is actuarially increased under the preceding sentence, such actuarial
      increase shall be reduced by any actuarial increase of his Accrued Benefit
      under Section 5.4(b) because the Participant remains an Employee after
      attaining age
      701⁄2.

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                Effective
      January 1, 2004 and subject to the provisions of Section 5.1, the normal
      monthly Retirement Income payable upon retirement on or after Normal
      Retirement Date shall be equal to greater of (i) or (ii),
      where

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (i)  

            	
              
                
                  
                    
                      Equals
      the sum of (A) and (B),
  where

                    

                  

                

              

            


    

     

    
      	
               

            	
              
                (A) Equals
      the benefit accrued as of December 31, 2003 and determined as one-twelfth
      of the sum of (1) 0.85% of the Participant’s Average Earnings determined
      as of December 31, 2003, multiplied by the Participant’s Credited Service
      as of December 31, 2003, plus (2) an additional 0.75% of the Participant’s
      Average Earnings, determined as of December 31, 2003, in excess of the
      Social Security Tax Base determined as of December 31, 2003 multiplied by
      the Participant’s Credited Service as of December 31, 2003  (up
      to a maximum of 35 years),

              

            


    

     

    
      	
               

            	
              
                
                  
                    
                      and

                    

                  

                

              

            


    

     

    
      	
               

            	
              
                (B) Equals
      for each individual one-twelfth of the sum of the following calculations
      for each calendar year beginning after December 31, 2003 that such
      individual is a Participant: (1) 0.65% of the individual’s Earnings while
      a Participant for such year, plus (2) an additional 0.65% of the
      individual’s Earnings while a Participant for such year in excess of 50%
      of the Social Security Wage Base for the applicable year, provided that
      for purposes of the calculation made pursuant to this Section
      4.1(b)(i)(B)(2) no Earnings of an individual whether as a Participant or
      not shall be included once such individual has completed 35 years of
      Credited Service.

              

            


    

     

    
      	
              (ii)  

            	
              
                
                  
                    
                      
                        Equals
      $70.83.

                      

                    

                  

                

              

            


    

     

    
      	
              (c)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  Notwithstanding
      any other provision of this Plan to the contrary, the Accrued Benefit of a
      Participant as determined under Section 4.1(b) shall not be less than the
      Accrued Benefit of such Participant on December 31, 2003 as calculated
      under the provisions of the Plan as in effect on December 31, 2003 prior
      to this
      Amendment.

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

     

    
      
        
        

      

      
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                                    Subject
      to the provisions of Section 5.1, the monthly normal Retirement Income
      payable upon retirement on or after Normal Retirement Date of a
      Participant who participated in the EG&G Mound Applied Technologies,
      Inc. Salaried Employees’ Pension Plan or the EG&G Mound Applied
      Technologies, Inc. Hourly Paid Employees’ Pension Plan (the “Mound Plans”)
      prior to participating in the Prior Plan prior to September 30, 1997 shall
      be equal to his Accrued Benefit, subject to adjustment as provided in this
      Section 4.1(c).  Such Accrued Benefit shall first be increased
      by adding thereto the Participant’s monthly accrued benefits under the
      Mound Plans, determined in accordance with the provisions thereof in
      effect on September 30, 1997.  Such adjusted Accrued Benefit
      shall then be offset by the Accrued Benefit attributable to service
      described in Section 1.22, based on Average Earnings as of the last date
      of such service.  The resulting adjustments shall be indicated
      in Appendix A
      hereto.

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (d)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    Notwithstanding
      any other provisions of this Plan to the contrary, no further benefits
      shall accrue under the Plan for any period occurring after December 31,
      2004 for any Participant who is employed at the National Radar Testing
      Facility and whose terms of employment are governed by a collective
      bargaining agreement between the International Association of Machinists
      Union and the Employer, except as otherwise may be required by Section 416
      of the Code and other applicable laws and regulations.  For Plan
      Years beginning on or after January 1, 2005, the benefits of any
      Participant described in the preceding sentence shall be calculated as set
      forth in Section 4.1(b)(i) of the Plan; provided, however, that the
      affected Participant’s Credited Service, Earnings and Social Security Wage
      Base under Section 4.1(b)(i)(B) shall be calculated as of December 31,
      2004.

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              4.2  

            	
              Early
      Retirement

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    A
      Participant who has not reached his Normal Retirement Date but who has
      reached (i) an age that is within 10 years of his Normal Retirement Age or
      (ii) his 55th birthday in the case of a Participant who was a participant
      in the Prior
      

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
    

     

     

    
      
        
        

      

      
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                                      Plan
      as of December 31, 1988, and completed 10 Years of Vesting Service shall
      be retired from service on an early Retirement Income on the first day of
      the calendar month after the Plan Administrator receives his written
      application to
      retire.

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      The
      early Retirement Income shall be a deferred Retirement Income beginning on
      the Participant’s Normal Retirement Date and, subject to the provisions
      of  Section 5.1, shall be equal to his Accrued
      Benefit.  However, subject to the provisions of Section 4.2(a)
      the Participant may elect to receive an early Retirement Income beginning
      on the first day of any calendar month before his Normal Retirement
      Date.  In that case, the Participant’s Retirement Income that
      otherwise would have commenced on his Normal Retirement Date shall be as
      follows:

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (i)  

            	
              
                
                  
                    
                      
                        
                          With
      respect to that portion of the Participant Retirement Income accrued on or
      prior to December 31, 2003 as set forth in Section 4.1(b)(i)(A) of the
      Plan, the Participant’s Retirement Income that otherwise would have
      commenced on his Normal Retirement Date shall be reduced for early
      commencement by 1/15th
      for each of the first five full years, 1/30th
      for each of the next five years and 5% for each of the next two years by
      which the Annuity Starting Date precedes the Participant’s Normal
      Retirement Date, except that in the case of a Participant who has
      completed at least 30 Years of Vesting Service, the reduction applicable
      to the portion of the benefit determined under Section 4.1(b)(i)(A)(1) of
      the Plan or the amount of the benefit determined under Section 4.1(b)(ii)
      of the Plan shall be none for the first three full years, 8.4% for each of
      the next two years and 4.2% for each of the next seven years by which the
      Annuity Starting Date precedes the Participant’s Normal Retirement
      Date.  Any reduction described in the preceding sentence shall
      be applied proportionately to each monthly
      interval.

                        

                      

                    

                  

                

              

            


    

     

    
    

     

     

    
      
        
        

      

      
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              (ii)  

            	
              
                
                  
                    
                      
                        
                          With
      respect to that portion of the Participant’s Retirement Income accrued on
      or after January 1, 2004 as set forth in Section 4.1(b)(i)(B) of the Plan,
      the Participant’s Retirement Income that otherwise would have commenced on
      his Normal Retirement Date shall be reduced for early commencement by
      1/15th
      for each of the first five full years, 1/30th
      for each of the next five years and 5% for each of the next two years by
      which the Annuity Starting Date precedes the Participant’s Normal
      Retirement Date.  Any reduction described in the preceding
      sentence shall be applied proportionately to each monthly
      interval.

                        

                      

                    

                  

                

              

            


    

     

    
    

    
      	
              4.3  

            	
              Vesting

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        A
      Participant shall have a 100 percent vested nonforfeitable right to his
      Accrued Benefit upon the earlier to occur of the completion of five Years
      of Vesting Service or the attainment of age forty-five while in the employ
      of the Company.  If the Participant’s employment with the
      Employer is subsequently terminated for reasons other than retirement or
      death, he shall be eligible for a vested Retirement Income after the Plan
      Administrator receives his written application for the Retirement
      Income.

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        The
      vested Retirement Income shall begin on the Participant’s Normal
      Retirement Date and, subject to the provisions of Section 5.1, shall be
      equal to his Accrued Benefit as of his date of Separation from
      Service.  However, a Participant who has completed 10 Years of
      Vesting Service may elect to have his vested Retirement Income begin on
      the first day of any calendar month after his attainment of the age
      described in Section 4.2(a) and before his Normal Retirement
      Date.  In that event, the Participant’s Retirement Income that
      otherwise would have commenced on his Normal Retirement Date shall be
      reduced for early commencement in accordance with the provisions of
      Section
      4.2(b).

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              4.4  

            	
              Disability
      Retirement

            


    

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          A
      Participant who has not reached his Normal Retirement Date but who has
      completed at least 10 Years of Vesting Service and incurred a Disability
      shall be eligible to receive a Disability Retirement Income commencing on
      his Normal Retirement Date or on the first day of any month on or after
      his eligibility for early retirement pursuant to Section
      4.2(a).

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


       

      
        	
                (b)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            The
      Disability Retirement Income of a Participant commencing on his Normal
      Retirement Date shall be his normal Retirement Income determined in
      accordance with Section 4.1, except that (i) the Participant’s Average
      Earnings shall be determined by assuming that his Earnings continued
      during the period of his Disability at the same rate as in effect on the
      date of his Separation from Service, (ii) Credited Service shall continue
      to be granted during the period of his Disability in accordance with the
      Participant’s normal work schedule and (iii) the Participant’s long-term
      disability payments under an Employer-sponsored plan will be reduced by
      the amount of his normal Retirement Income payable under this
      Plan.

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

    

     

    
      	
              (c)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          The
      Disability Retirement Income of a Participant commencing on or after his
      eligibility for early retirement shall be his early Retirement Income
      determined in accordance with Section 4.2(b), except that (i) the
      Participant’s Average Earnings shall be determined by assuming that his
      Earnings continued during the period of his Disability at the same rate as
      in effect on the date of his Separation from Service, (ii) Credited
      Service shall continue to be granted during the period of his Disability
      in accordance with the Participant’s normal work schedule and (iii) the
      Participant’s long-term disability payments under an Employer-sponsored
      plan will be reduced by the amount of his early Retirement Income payable
      under this
      Plan.

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              4.5  

            	
              Qualified
      Pre-Retirement Spouse’s Retirement
Income

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            A
      Qualified Pre-Retirement Spouse’s Retirement Income is payable to the
      surviving Spouse of a Participant who at the time of his death had a
      nonforfeitable vested right to his Accrued Benefit.  Such
      surviving Spouse shall
      

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        Table of Contents

      

    

     

    
      	
                

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              receive
      a Qualified Pre-Retirement Spouse’s Retirement Income, which is of
      Equivalent Actuarial Value to the form of benefit described in Section
      5.1(a) that would begin on the Participant’s Normal Retirement Date,
      calculated in accordance with (i) or (ii) as follows, whichever is
      applicable:

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (i)  

            	
              
                
                  
                    
                      
                        
                          If
      the Participant’s date of death occurred prior to the earliest date on
      which he could have elected to receive Retirement Income pursuant to
      Section 4.2, 4.3 or 4.4 (“earliest retirement age”), such Qualified
      Pre-Retirement Spouse’s Retirement Income shall be calculated as if the
      Participant had terminated employment on his date of death or on his date
      of termination of employment, if earlier, had survived to his earliest
      retirement age, had elected to retire at that time and have payments
      commence immediately in the form of a Qualified Joint and Survivor Annuity
      of Equivalent Actuarial Value to the Retirement Income that otherwise
      would be payable pursuant to Section 5.1(a) and had died on the day after
      his earliest retirement age.  Benefits may commence as early as
      the date on which the Participant would have attained his earliest
      retirement age, subject to the provisions of Section
      5.3.  Benefits commencing after the date on which the
      Participant would have attained his earliest retirement age shall be of
      Equivalent Actuarial Value to the benefit the surviving Spouse would have
      been entitled to if payments had commenced immediately in accordance with
      this paragraph
  (a)(i).

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (ii)  

            	
              
                
                  
                    
                      
                        
                          If
      the Participant’s date of death occurred on or after his earliest
      retirement age, such Qualified Pre-Retirement Spouse’s Retirement Income
      shall be calculated as if the Participant had retired on the day before
      his death or on his date of termination of employment, if earlier, with
      payments commencing immediately in the form of a Qualified Joint and
      Survivor Annuity of Equivalent Actuarial Value to the Retirement Income
      that otherwise would be payable pursuant to Section 5.1(a) and had died on
      the day after his retirement.  The surviving Spouse may elect to
      commence payment under such annuity within a reasonable period after the
      

                        

                      

                    

                  

                

              

            


    

    
      
      

       

       

    

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      	
                

            	
              
                
                  
                    
                      
                        
                          
                            Participant’s
      death.  Benefits that commence later than those that would have
      been paid to the surviving Spouse under a Qualified Joint and Survivor
      Annuity shall be actuarially adjusted to reflect the delayed
      payment.

                          

                        

                      

                    

                  

                

              

            


    

     

    
    

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            The
      Qualified Pre-Retirement Spouse’s Retirement Income shall be paid in
      monthly installments to, and during the life of, the Participant’s
      surviving Spouse.  The earliest period for which the surviving
      Spouse may receive a Spouse’s benefit shall be the month in which the
      Participant would have attained his earliest retirement
      age.

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


       

      
        	
                (c)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              The
      Participant’s surviving Spouse may elect to receive the Qualified
      Pre-Retirement Spouse’s Retirement Income in the form of Option 5 of
      Section
      5.2.

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

    

     

    
      	
              4.6  

            	
              Maximum
      Benefits

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              Notwithstanding
      any other provision of this Plan, the total annual amount of a
      Participant’s Retirement Income derived from Employer contributions under
      this Plan and under all other defined benefit plans of an Employer shall
      not exceed the Maximum Permissible Benefit pursuant to Section 415(b)(1)
      of the Code.  Benefit increases resulting from the increase in
      the Defined Benefit Dollar Limitation shall be provided to all Employees
      participating in the Plan who have one Hour of Service on or after
      December 31, 2001.  For purposes of determining the Maximum
      Permissible Benefit, the “Defined Benefit Dollar Limitation” is $160,000,
      as adjusted, effective January 1 of each year, under Code Section 415(d)
      in such manner as the Secretary shall prescribe, and payable in the form
      of a straight life annuity.  This limitation as adjusted will
      apply to limitation years ending with or within the calendar year for
      which the adjustment applies.  For purposes of determining the
      Maximum Permissible Benefit, the “Defined Benefit Compensation Limitation”
      is 100% of the Participant’s average compensation for the three
      consecutive years of participation in the Plan in which he received the
      highest aggregate compensation from the Employer, adjusted as provided
      below.  For purposes of
      

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
    

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        Table of Contents

      

    

     

    
      	
               

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                applying
      the limitations of Code Section 415, compensation shall be determined in
      accordance with the provisions of Treasury Regulation §1.415-2(d)(2) and
      (3).  For purposes of this Section 4.6, and applying the
      limitations of Code Section 415, compensation shall include any amount
      which is contributed or deferred by the Employer on behalf of and at the
      election of a Participant and which is not includible in gross income by
      reason of Code Section 125, 402(g)(3) or 457 or, effective January 1,
      2001, Code Section
      132(f)(4).

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                The
      “Maximum Permissible Benefit” is the lesser of the Defined Benefit Dollar
      Limitation or the Defined Benefit Compensation Limitation (both adjusted
      where required, as provided in (i) below and if applicable (ii) or (iii)
      below).

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (i)  

            	
              
                
                  
                    
                      
                        
                          
                            If
      the Participant has fewer than 10 years of participation in the Plan, the
      Defined Benefit Dollar Limitation shall be multiplied by a fraction, the
      numerator of which is the number of years (or part thereof) of
      participation in the Plan and the denominator of which is
      10.  In the case of a Participant who has fewer than 10 Years of
      Service with the Employer, the Defined Benefit Compensation Limitation
      shall be multiplied by a fraction, the numerator of which is the number of
      Years (or part thereof) of Service with the Employer and the denominator
      of which is
  10.

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (ii)  

            	
              
                
                  
                    
                      
                        
                          
                            If
      the benefit of a Participant begins prior to age 62, the Defined Benefit
      Dollar Limitation applicable to the Participant at such earlier age is an
      annual benefit payable in the form of a straight life annuity beginning at
      the earlier age that is the Equivalent Actuarial Value of the Defined
      Benefit Dollar Limitation applicable to the Participant at age 62
      (adjusted under (a) above, if required).  The Defined Benefit
      Dollar Limitation applicable at an age prior to age 62 is determined as
      the lesser of (A) the Equivalent Actuarial Value (at such age) of the
      Defined Benefit Dollar Limitation computed using the interest rate and
      mortality table specified in Section 1.20 of the Plan and (B) the
      Equivalent Actuarial Value (at such
      

                          

                        

                      

                    

                  

                

              

            


    

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      	
               

            	
              
                
                  
                    
                      
                        
                          
                            age)
      of the Defined Benefit Dollar Limitation computed using a 5 percent
      interest rate and the applicable mortality table as defined in Section
      1.20 of the Plan.  Any decrease in the Defined Benefit Dollar
      Limitation determined in accordance with this paragraph (ii) shall not
      reflect a mortality decrement if benefits are not forfeited upon the death
      of the Participant.  If any benefits are forfeited upon death,
      the full mortality decrement is taken into
      account.

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (iii)  

            	
              
                
                  
                    
                      
                        
                          
                            If
      the benefit begins after the Participant attains age 65, the Defined
      Benefit Dollar Limitation applicable to the Participant at the later age
      is the annual benefit payable in the form of a straight life annuity
      beginning at the later age that is the Equivalent Actuarial Value to the
      Defined Benefit Dollar Limitation applicable to the Participant at age 65
      (adjusted under (i) above, if required).  The Equivalent
      Actuarial Value of the Defined Benefit Dollar Limitation applicable to an
      age after age 65 is determined as (A) the lesser of the Equivalent
      Actuarial Value (at such age) of the Defined Benefit Dollar Limitation
      computed using the interest rate and mortality table specified in Section
      1.20 of the Plan and (B) the Equivalent Actuarial Value (at such age) of
      the Defined Benefit Dollar Limitation computed using a 5 percent interest
      rate and the applicable mortality table as defined in Section 1.20 of the
      Plan.  For these purposes, mortality between age 65 and the age
      at which benefits commence shall be
      ignored.

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (c)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  For
      distributions that commenced prior to January 1, 2002, for purposes of
      determining whether the limitation contained in the first sentence of
      paragraph (a) has been satisfied, in the case of any benefit that may
      commence prior to a Participant’s Social Security Retirement Age but on or
      after the Participant’s attainment of age 62, the dollar limitation of
      Code Section 415(b)(1)(A) shall be reduced by 5/9 of 1% for each of the
      first 36 months and 5/12 of 1% for each of the next 24 months (if
      applicable) by which benefits commence before the month in which the
      Participant attains Social Security Retirement
      Age.  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      	
               

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    Effective
      January 1, 2002, this paragraph (c) shall no longer apply and shall have
      no effect under the terms of the
      Plan.

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (d)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    For
      purposes of determining whether the limitation contained in the first
      sentence of paragraph (a) has been satisfied, any benefit that may
      commence in a form other than a straight life annuity, the Defined Benefit
      Dollar Limitation shall be adjusted (in accordance with the regulations
      prescribed by the Secretary) so that it is of Equivalent Actuarial Value
      to the limitation for a benefit payable as a straight life annuity using
      whichever of the following produces the lower applicable
      limitation:  (i) the interest rate and mortality table specified
      in the second sentence of Section 1.20 or (ii) the interest rate and
      mortality table specified in the first sentence of Section 1.20 (with
      respect to a benefit payable in a form other than a straight life annuity)
      or the early retirement reduction factors described in Section 4.2(b)
      (with respect to a benefit commencing prior to age
      62).

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (e)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    For
      purposes of this Section and Section 4.7, references to annual amounts of
      benefits or contributions shall be for a Limitation
      Year.

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              4.7  

            	
              Limitation
      in Case of Dual Plans

            


    

     

    
      	
                

            	
              If
      a Participant is also participating in one or more defined contribution
      plans of an Employer, the annual additions (as defined in Code Section
      415(c)(2)) to such defined contribution plans shall be limited (or
      reduced, if applicable) so that a “combined benefit factor” in excess of
      1.0 shall not result, pursuant to Code Section 415(e).  The
      provisions of this Section 4.7 will cease to apply on and after any
      Limitation Year beginning after December 31,
  1999.

            


    

     

    
      	
              4.8  

            	
              Transfers
      and Employment

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      If
      an Employee becomes employed by the Employer in any capacity other than as
      an Eligible Employee, he shall retain any Credited Service he has under
      this Plan and future Service with the Employer shall count as Years of
      Vesting Service under the Plan.  Upon his later retirement or
      termination of employment
      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
    

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      	
                

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        with
      the Employer, any benefits to which he is entitled under the Plan shall be
      determined under the Plan provisions in effect on the date he ceases to be
      an Eligible Employee and only on the basis of his Credited Service
      accrued while he was an Eligible
      Employee.

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        Subject
      to the Break in Service provisions of Article III, if a person who is
      originally employed by the Employer in any capacity other than as an
      Eligible Employee becomes an Eligible Employee, his period of Service with
      the Employer before becoming an Eligible Employee shall count as Vesting
      Service under the Plan.  Upon his later retirement or
      termination of employment, the benefits payable under the Plan shall be
      computed under the Plan provisions in effect at that time and only on the
      basis of the Credited Service accrued while he is an Eligible
      Employee.

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    


    
      
        
        

      

      
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ARTICLE
V


    PAYMENT
OF RETIREMENT INCOME

     

    
      	
              5.1  

            	
              Automatic
      Form of Payment

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          If
      a Participant does not have a Spouse on his Annuity Starting Date, and if
      he has not elected an optional benefit as provided in Section 5.2, his
      Retirement Income shall be payable in monthly installments ending with the
      last monthly payment before
      death.

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          If
      a Participant has a Spouse on his Annuity Starting Date, and if he has
      not elected an optional form of payment as provided in Section 5.2,
      his Retirement Income shall be a Qualified Joint and Survivor
      Annuity.  The Qualified Joint and Survivor Annuity provides
      Retirement Income to the Participant for his life in an amount that is of
      Equivalent Actuarial Value to the Retirement Income otherwise payable
      pursuant to Section 5.1(a).  Upon the Participant’s death on or
      after his Annuity Starting Date, 50 per cent of the initial amount of
      monthly Retirement Income payable to the Participant will be paid to, and
      during the life of, the surviving
      Spouse.

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (c)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          A
      single sum payment of Equivalent Actuarial Value shall be made in lieu of
      all benefits if the present value of a Participant’s Retirement Income at
      the time of any Separation from Service does not exceed
      $1,000.  The single sum payment will be made as soon as
      practicable following the Participant’s Separation from
      Service.  If a Participant’s vested Retirement Income is zero, a
      single sum payment of Equivalent Actuarial Value shall be deemed to have
      been paid and the entire Accrued Benefit shall be treated as a forfeiture
      and applied as provided in Section 6.1.  If such Participant
      again becomes a Participant before incurring five consecutive one-year
      Breaks in Service, his Accrued Benefit will be restored to the amount of
      such Accrued Benefit on the date of the deemed
      distribution.

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      	
              5.2  

            	
              Optional
      Forms of Payment

            


    

     

    
      	
                

            	
              Any
      Participant may, by written notice received by the Plan Administrator
      during the election period specified in Section 5.3, elect to convert the
      Retirement Income otherwise payable to him into an optional benefit of
      Equivalent Actuarial Value, as provided in one of the options named
      below.  However, if the Beneficiary selected is not the
      Participant’s Spouse or if the option selected is not a joint and survivor
      form of benefit, the amount of the monthly benefit payable to the
      Beneficiary pursuant to the option shall not exceed the applicable
      percentage of the Retirement Income payable to the Participant during his
      lifetime determined under Treasury Regulation §1.401(a)(9)-6
      Q&A-2.

            


    

     

    
      	
               
      

            	
              Option
      1.

            	
              Retirement
      Income payable pursuant to Section 5.1(a), even if the Participant has a
      Spouse.

            


    

     

    
      	
               
      

            	
              Option
      2.

            	
              A
      modified Retirement Income payable during the Participant’s life and after
      his death payable at the rate of 50 or 100 percent of his modified
      Retirement Income, as the Participant elects, during the life of and to
      the Beneficiary named by him when he elected the
  option.

            


    

     

    
      	
               
      

            	
              Option
      3.

            	
              A
      modified Retirement Income payable in monthly installments ending with the
      last monthly payment before death, unless the Participant has not received
      120 monthly payments (the “period certain”), in which case payments shall
      continue to be made to his Beneficiary until all guaranteed payments have
      been made.  If the Beneficiary also dies before the expiration
      of the period certain, a single sum payment of Equivalent Actuarial Value
      to the remaining guaranteed payments shall be paid to the estate of the
      last to survive of the Participant and his Beneficiary.  In no
      event, however, shall payments under this Option 3 extend beyond the joint
      and last survivor expectancy of the Participant and his
      Beneficiary.

            


    

     

    
      	
               
      

            	
              Option
      4.

            	
              Retirement
      Income payable in monthly installments during the Participant’s life,
      beginning only on an Annuity Starting Date that is prior to the first day
      on which the Participant would otherwise be entitled (upon proper
      

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        Table of Contents

      

    

    
      	
            	
               

            	
              application)
      to receive his old age Social Security benefit, whether or not on a
      reduced basis because of early commencement of such old age
      benefit.  Retirement Income payments on or after such first day
      shall be adjusted to provide, insofar as practicable, that the total of
      such Retirement Income and the estimated primary old age Social Security
      benefit payable on such first day shall equal the monthly amount of
      Retirement Income payments prior to such first
  day.

            


    

     

    
      	
               
      

            	
              Option
      5.

            	
              A
      single sum payment of Equivalent Actuarial Value provided the present
      value of the Participant’s Retirement Income exceeds $1,000 but does not
      exceed $5,000.  A Participant may elect to receive such single
      sum payment without regard to the spousal consent requirements in Section
      5.3(c).

            


    

     

    
      	
              5.3  

            	
              Election
      of Options

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            The
      Plan Administrator, no less than 30 days and no more than 90 days prior to
      the Participant’s Annuity Starting Date, shall furnish each Participant a
      written explanation in nontechnical language of (i) the terms and
      conditions of the Qualified Joint and Survivor Annuity provided by Section
      5.1(b), (ii) the financial effect upon the Participant’s Retirement Income
      if he instead elects payment under one of the optional forms described in
      Section 5.2, (iii) in the case of a married Participant the rights of the
      Participant’s Spouse to consent or not to consent to the Participant’s
      election of an optional form of payment and (iv) the right of the
      Participant to make, and to revoke, an election under Section
      5.2.  An election under Section 5.2 may be made at any time
      after that information is furnished to the Participant and before the
      Participant’s Annuity Starting Date; provided that the period during which
      the election may be made shall be the 90-day period ending on the
      Participant’s Annuity Starting Date.  An election of an option
      under Section 5.2 may be revoked on a form supplied by the Plan
      Administrator, and a new election may be made at any time and any number
      of times during the applicable election
      period.

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        Table of Contents

      

       

      
        	
                (b)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              An
      election of an option under Section 5.2 shall be made by written notice
      received by the Plan Administrator prior to the Participant’s Annuity
      Starting Date.  The election shall become effective on the
      Participant’s Annuity Starting Date.  The Participant may revoke
      his option by written notice to the Plan Administrator prior to that
      date.  Notwithstanding the foregoing, a Participant’s Annuity
      Starting Date may be before the date the election is made, provided that
      the Participant may revoke his option within the 7-day period beginning on
      the day after the Participant receives the explanation described in
      paragraph (a) above and that distribution under the option does not
      begin until the expiration of that 7-day period.  A
      Participant’s Annuity Starting Date may also be less than 30 days after
      receipt of the written explanation described in paragraph (a) above,
      provided that the Participant may revoke his option and distributions may
      not begin until the later of the Annuity Starting Date or the expiration
      of the 7-day period referred to in the preceding
      sentence.

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                 

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              An
      election of Option 2 shall be deemed to be revoked in the event the
      Beneficiary named under the option shall die prior to the Participant’s
      Annuity Starting Date and the Participant may thereafter make another
      election, subject to the conditions required therefor.  If a
      Participant who has elected an option shall die prior to the effective
      date of his election, the option shall not become operative and the
      provisions of Section 4.5 shall apply.  A Participant may change
      the Beneficiary named in his election at any time prior to the later of
      the Participant’s Annuity Starting Date or the date distribution under the
      option actually commences, or, in the case of Option 3, at any time prior
      to the expiration of the period
      certain.

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (c)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              If
      the Participant has an eligible Spouse and if the Participant desires to
      waive the Qualified Joint and Survivor Annuity form of Retirement Income,
      his eligible Spouse must consent to such waiver (within the 90-day
      election period) in a written instrument received by the Plan
      Administrator.  The eligible Spouse’s consent must acknowledge
      the financial effect of the waiver.  The waiver must either (i)
      designate the Beneficiary (if any) and form of Retirement
      

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        Table of Contents

      

    

     

    
      	
                

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            Income
      payment or (ii) expressly permit the Participant to designate any
      Beneficiary and the form of payment without further consent by the
      eligible Spouse, and must (iii) further acknowledge that the eligible
      Spouse has the right to limit the consent to a specific Beneficiary and
      form of payment and state that any relinquishment of such right is
      voluntary by the eligible Spouse.  The eligible Spouse’s written
      consent and acknowledgment must be witnessed by a Plan representative or a
      notary public.  The Participant may revoke the election at any
      time and any number of times before his Retirement Income payments
      begin.

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
               

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          Notwithstanding
      the foregoing, spousal consent to a Participant’s designation shall not be
      required
      if:

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (i)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              the
      eligible Spouse is designated as the primary beneficiary or contingent
      annuitant by the Participant and the method of payment chosen for the
      eligible Spouse by the Participant conforms with the definition of a
      qualified joint and survivor annuity under the Code,
      or

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (ii)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              it
      is established to the satisfaction of the Plan Administrator that spousal
      consent cannot be obtained because there is no eligible Spouse, because
      the eligible Spouse cannot be located or because of such other
      circumstances as may be prescribed in regulations issued by the Secretary
      of the
      Treasury.

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              5.4  

            	
              Required
      Commencement Dates

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            Unless
      a Participant otherwise elects, the payment of benefits under the Plan to
      the Participant will begin not later than the 60th day after the close of
      the Plan Year in which the later of the following events
      occurs:

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (i)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                The
      Participant attains his Normal Retirement Age,
      or

                              

                            

                          

                        

                      

                    

                  

                

              

            


       

      
        	
                (ii)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  The
      Participant’s Separation from Service with the
      Employer.

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

    

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        Table of Contents

      

       

      
        	
                (b)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                Notwithstanding
      any provision herein to the contrary, a Participant’s benefit payments
      shall commence not later than the April 1 of the calendar year following
      the later of the calendar year in which he attains age 701⁄2 or in which his
      Separation from Service occurs, except that benefit payments to a
      Participant who is a Five Percent Owner, as defined in Section 9.7(b),
      shall commence not later than the April 1 of the calendar year following
      the calendar year in which he attains age 701⁄2.  In the case of a
      Participant other than a Five Percent Owner who has a Separation from
      Service in a calendar year after the calendar year in which he attains age
      70-1/2, his Accrued Benefit shall be actuarially increased to take into
      account the period after age 70-1/2 in which the Participant was not
      receiving any benefits under the Plan, to the extent required under Code
      Section
      401(a)(9)(C)(iii).

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                Distributions
      to a Participant must be made over the life of the Participant (or the
      lives of the Participant and his Spouse or Beneficiary) or over a period
      not exceeding the life expectancy of the Participant (or the life
      expectancies of the Participant and his Spouse or
      Beneficiary).

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                Distributions
      will be made in accordance with Section 401(a)(9) of the Code and the
      proposed regulations issued thereunder including Section 1.401(a)(9)-2 of
      such regulations, and the provisions reflecting Code Section 401(a)(9)
      shall override any distribution options in the Plan inconsistent with
      Section
      401(a)(9).

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

    

    
      	
              5.5  

            	
              Direct
      Rollovers

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              In
      General

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
               

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              Notwithstanding
      any provision of the Plan to the contrary that would otherwise limit a
      Distributee’s election under this Section 5.5, a Distributee may elect, at
      the time and in the manner prescribed by the Plan Administrator, to have
      any portion of an Eligible Rollover Distribution paid directly to an
      Eligible Retirement Plan specified by the Distributee in a Direct
      Rollover.

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        Table of Contents

      

       

      
        	
                (b)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  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 (no 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 Section 401(a)(9) of the Code; and the
      portion of any distribution that is not includible in gross
      income.

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (c)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  Eligible
      Retirement
      Plan

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                An
      Eligible Retirement Plan is an individual retirement account described in
      Section 408(a) of the Code, an individual retirement annuity described in
      Section 408(b) of the Code, an annuity plan described in Section 403(a) of
      the Code, an annuity contract described in Section 403(b) of the Code, a
      qualified trust described in Section 401(a) of the Code, or 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 which agrees to separately
      account for amounts transferred into such plan from the Plan, that accepts
      the Distributee’s Eligible Rollover
      Distribution.

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (d)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  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, as defined in
      Section 414(p) of the Code, are Distributees with regard to the interest
      of the Spouse or former
      spouse.

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

    

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        Table of Contents

      

    

     

    
      	
              (e)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                Direct
      Rollover

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
                

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              A
      Direct Rollover is a payment by the Plan to the Eligible Retirement Plan
      specified by the
      Distributee.

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

     

     


    
      
        
        

      

      
        38

        
          

        

      

      
        Table of Contents

        
           

        

      

    


    
ARTICLE
VI


    CONTRIBUTIONS

     

    
      	
              6.1  

            	
              Employer’s
      Contributions

            


    

     

    
      	
               

            	
              It
      is the intention of the Employer to continue the Plan and make the
      contributions that are necessary to maintain the Plan on a sound actuarial
      basis and to meet the minimum funding standards prescribed by
      law.  However, should the Board of Directors terminate the Plan
      in accordance with the provisions of Article X, the Employer shall
      discontinue its contributions.  Any forfeitures shall be used to
      reduce the Employer’s contributions otherwise
  payable.

            


    

     

    
      	
              6.2  

            	
              Return
      of Contributions

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  If
      all or part of the Employer’s contributions hereunder are conditioned upon
      their deductibility under Section 404 of the Code and the deduction for
      all or any part of such contributions to the Plan is disallowed by the
      Internal Revenue Service, the portion of the contributions to which that
      disallowance applies shall be returned to the Employer without interest,
      but reduced by any investment loss attributable to those
      contributions.  The return shall be made within one year after
      the date of the disallowance of deduction.  All Employer
      contributions to the Plan are conditioned upon their
      deductibility.

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  If
      an Employer contribution is made due to a mistake in fact, the Employer
      may require the Trustee to return the contribution, without interest but
      reduced by any investment loss allocable to the
      contribution.  The return shall be made as soon as practicable
      within one year after the date the contribution was
      made.

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (c)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  If
      an Employer contribution hereunder is conditioned on initial qualification
      of the Plan under Section 401(a) of the Code and if the Plan receives an
      adverse determination letter with respect to its initial qualification,
      such contribution shall be returned to the Employer within one year after
      the date the initial qualification is denied, but only if the application
      for determination is made by the time prescribed by law for filing the
      Employer’s return for the taxable year
      

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

     

    
      
        
        

      

      
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                                                                      in
      which the Plan is adopted, or such later date as the Secretary of the
      Treasury may prescribe.  All Employer contributions hereunder
      are conditioned upon the initial qualification of the
      Plan.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

    

    
    


    
      
        
        

      

      
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ARTICLE
VII


    ADMINISTRATION
OF PLAN

     

    
      	
              7.1  

            	
              Records
      and Notices

            


    

     

    
      	
               

            	
              
                The
      Plan Administrator shall keep a record of all its proceedings and acts
      with respect to its administration of the Plan and shall maintain all such
      books of accounts, records and other data as may be necessary for the
      proper administration of the Plan.  The Plan Administrator shall
      notify the Trustees of any action taken by the Plan Administrator
      affecting the Trustees and its obligations or rights regarding the Plan
      and, when required, shall notify any other interested person or
      persons.

              

            


    

     

     

    
      	
              7.2  

            	
              Powers
      and Duties

            


    

     

    
      	
               

            	
              
                The
      Plan Administrator shall have the responsibility for the general
      administration of the Plan and for carrying out the provisions of the
      Plan.  The Plan Administrator shall administer the Plan in
      accordance with its terms and shall discharge its duties with care, skill,
      prudence and diligence under the circumstances then prevailing that a
      prudent man acting in a like capacity and familiar with such matters would
      use in the conduct of an enterprise of a like character and with like
      aims.  The Plan Administrator shall have such powers as may be
      necessary to discharge its duties in managing and controlling the
      operations and administration of the Plan.  The Plan
      Administrator shall have full and complete authority and control with
      respect to the operations and administration of the Plan unless the Plan
      Administrator allocates and delegates such authority or control pursuant
      to the procedures stated in Section 7.2(b) or (c).  The Plan
      Administrator shall have discretionary authority to construe the terms of
      the Plan and determine eligibility for benefits (including but not limited
      to determination of an individual’s eligibility for Plan participation,
      the right to and amount of any benefit payable under the Plan, and the
      date on which an individual ceases to be a Participant), and decide
      disputed claims in accordance with its interpretation of the terms of the
      Plan.  Decisions of the Plan Administrator shall be subject to
      court review only to determine whether such decisions of the Plan
      Administrator are an abuse of the Plan Administrator’s discretion
      hereunder.  The Plan Administrator shall have no authority or
      control with respect to the assets of the


              

            


    

     

     

    
      
        
        

      

      
        41

        
          

        

      

       

      
        	
                  

              	
                Plan
      other than as specifically provided herein and shall not receive any
      compensation from the Plan for his services as such.  The powers
      of the Plan Administrator shall include, but shall not be limited to, the
      following:

              


      

       

      
        	
                (a)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      employ such accountants, counsel or other persons as it deems necessary or
      desirable in connection with the administration of the Plan and to employ
      one or more persons to render advice with regard to any administrative
      responsibility pursuant to the Plan.  The Trust Fund shall bear
      the costs of such services and other administrative expenses unless paid
      by the
      Employer.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (b)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      designate in writing persons who are to perform any of its powers and
      duties hereunder including, but not limited to, fiduciary responsibilities
      (other than any responsibility to manage or control the assets of the
      Plan) pursuant to the
      Plan.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (c)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      allocate in writing any of its powers and duties hereunder, including but
      not limited to fiduciary responsibilities (other than any responsibility
      to manage or control the assets of the Plan) among those persons who have
      been designated to perform fiduciary responsibilities pursuant to the
      Plan.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (d)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      construe and interpret the
      Plan.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (e)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      Subject
      to Section 7.4, to resolve all questions arising in the administration,
      interpretation and application of the Plan, including, but not limited to,
      questions as to the eligibility or the right of any person to a
      benefit.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (f)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      adopt such by-laws, rules, regulations, forms and procedures from time to
      time as it deems advisable and appropriate in the proper administration of
      the
      Plan.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (g)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      receive from Participants such information as shall be necessary for the
      proper administration of the
      Plan.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (h)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      furnish, upon request, such annual reports with respect to the
      administration of the Plan as are reasonable and
      appropriate.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

    

     

    
      
        
        

      

      
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                (i)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      receive from the Trustees and review reports of the financial condition
      and receipts and disbursements of the Trust
      Fund.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (j)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      prescribe procedures to be followed by any person in applying for
      distributions pursuant to the Plan and to designate the forms or
      documents, evidence and such other information as the Plan Administrator
      may reasonably deem necessary, desirable or convenient to support an
      application for such
      distribution.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (k)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      issue directions to the Trustees and thereby bind the Trustees concerning
      all benefits to be paid pursuant to the
      Plan.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (l)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      To
      apply consistently and uniformly the rules, regulations and determinations
      to all Participants and Beneficiaries in similar
      circumstances.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

    

    
      	
              7.3  

            	
              Actuary

            


    

     

    
      	
               

            	
              As
      an aid to the Plan Administrator in adopting tables and in fixing the rate
      of contributions payable to the Plan, the actuary designated by the Board
      of Directors shall make annual actuarial valuations of the contingent
      assets and liabilities of the Plan and shall certify to the Plan
      Administrator the tables and rates of contribution that he would recommend
      for use by the Plan.

            


    

     

    
      	
              7.4  

            	
              Claims
      Procedure

            


    

     

    
      	
                

            	
              A
      Participant or Beneficiary who believes he is entitled to payments other
      than those awarded by the Plan Administrator may file a claim in writing
      with the Plan Administrator stating the nature of his claim, the facts
      supporting his claim, the amount claimed and his name and current
      address.  The Plan Administrator shall investigate, consider and
      render a written decision regarding any claim filed pursuant to this
      Section 7.4.  If the Plan Administrator denies such claim, it
      shall render a written decision within 90 days of receipt of the claim
      describing the reasons for denial, specifically referring to pertinent
      Plan provisions, informing the claimant that he or his duly authorized
      

            


    

     

     

    
      
        
        

      

      
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                representative
      may review pertinent documents and may submit issues and comments in
      writing and advising the claimant of the procedure for appealing such
      denial.

              


      

       

      
        	
                  

              	
                Within
      60 days after notice that a claim is denied, the claimant may file a
      written appeal to the Plan Administrator, including any comments,
      statements or documents he may wish to provide.  The Plan
      Administrator shall, within a reasonable time after the submission of a
      written appeal by a claimant, entertain any oral presentation the claimant
      or his duly authorized representative wishes to make.  Within 60
      days (120 days if special circumstances require an extension of time for
      processing) after the later of the submission of the written appeal or the
      oral presentation by the claimant or his personal representative, the Plan
      Administrator shall render a determination on the appeal of the claim in a
      written statement including the reasons therefor.  The
      determination so rendered by the Plan Administrator shall be binding upon
      all parties.

              


      

    

     

     

     

     


    
      
        
        

      

      
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ARTICLE
VIII


    MANAGEMENT
OF FUNDS

     

    
      	
              8.1  

            	
              Trustee

            


    

     

    
      	
                

            	
              The
      Company, by resolution of the Board of Directors, shall appoint one or
      more Trustees to receive and hold in trust all contributions paid into the
      Trust Fund.  Such Trustee or Trustees shall serve at the
      pleasure of the Board of Directors and shall have such rights, powers and
      duties as the Board of Directors shall from time to time
      determine.  The Employers shall have no liability for the
      payment of benefits under the Plan or for the administration of the funds
      paid over to the Trustee.

            


    

     

    
      	
              8.2  

            	
              Exclusive
      Benefit Rule

            


    

     

    
      	
               

            	
              Except
      as otherwise provided in the Plan, no part of the corpus or income of the
      funds of the Plan shall be used for, or diverted to, purposes other than
      for the exclusive benefit of Participants and other persons entitled to
      benefits under the Plan before the satisfaction of all liabilities with
      respect to them.  No person shall have any interest in or right
      to any part of the earnings of the funds of the Plan, or any right in, or
      to, any part of the assets held under the Plan, except as and to the
      extent expressly provided in the
Plan.

            


    

     

    
      	
              8.3  

            	
              Investment
      Managers

            


    

     

    
      	
               

            	
              Any
      Investment Manager, as defined in Section 3(38) of ERISA, may be appointed
      by the Company to manage (including the power to acquire and dispose of)
      all or any part of the Trust Fund.  In the event of any such
      appointment, the Company shall establish the portion of the assets of the
      Trust that shall be subject to the management of the Investment Manager
      and shall so notify the Trustee in writing.  With respect to
      such assets over which an Investment Manager has investment
      responsibility, the Investment Manager shall possess all of the investment
      powers and responsibilities granted to the Trustee under the Trust
      Agreement, and the Trustee shall invest and reinvest such assets pursuant
      to the written directions of the Investment Manager.  If the
      Company so directs, an Investment Manager shall have the power to acquire
      and dispose of assets in the name of the Trust
  Fund.

            


    

     

     


    
      
        
        

      

      
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ARTICLE
IX


    TOP-HEAVY
PROVISIONS

     

    
      	
              9.1  

            	
              When
      Applicable

            


    

     

    
      	
               

            	
              
                If
      this Plan is determined to be “Top-Heavy”, as defined in Section 9.5, for
      any Plan Year, the provisions of this Article shall supersede any
      conflicting provisions in the
Plan.

              

            


    

     

     

    
      	
              9.2  

            	
              Minimum
      Accrual

            


    

     

    
      	
               

            	
              For
      each Plan Year that this Plan is Top-Heavy, each Participant who is not a
      Key Employee must accrue a nonintegrated benefit that, when expressed as
      an annual benefit payable as a single life annuity commencing at Normal
      Retirement Age, is not less than two percent of the Participant’s Average
      Earnings multiplied by his years of Credited Service.  Average
      Earnings are averaged over the five consecutive years (disregarding years
      during which the Plan is not Top-Heavy) for which the Participant had the
      highest Earnings.  However, a Participant’s minimum benefit is
      not required to exceed 20 percent of his Average Earnings.  This
      minimum accrual shall be made even though, under other Plan provisions,
      the Participant would not otherwise be entitled to receive an accrual or
      would have received a lesser accrual for the year because of (i) the
      Participant’s failure to be employed on a specified date such as the last
      day of the Plan Year, (ii) the Participant’s failure to make mandatory
      contributions, if any, to the Plan, or (iii) the Participant’s Earnings
      being less than a stated amount.  To the extent that the
      Participant does not receive the minimum accrual under this Plan but is
      covered under the EG&G Technical Services, Inc. Savings Plan, the
      requirements of this Section shall be satisfied if the minimum benefit or
      minimum allocation requirements applicable to Top-Heavy plans are met in
      the EG&G Technical Services, Inc. Savings Plan.  For
      purposes of determining Credited Service with the Employer under this
      Section 9.2, any service with the Employer shall be disregarded to the
      extent that such service occurs during a Plan Year when the Plan benefits
      (within the meaning of Section 410(b) of the Code) no Key Employee or
      former Key Employee.

            


    

     

     

    
      
        
        

      

      
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              9.3  

            	
              Vesting
      Rules

            


    

     

    
      	
               

            	
              
                For
      any Plan Year in which this Plan is Top-Heavy, the minimum vesting
      schedule as described in Section 9.4 will automatically apply to the Plan
      in lieu of the schedule provided in Article IV.  The minimum
      vesting schedule applies to all accrued benefits within the meaning of
      Code Section 411(a)(7) (except those attributable to Participant
      contributions, if any), including benefits accrued before the Plan became
      Top-Heavy.  Further, no reduction in vested benefits may occur
      in the event the Plan’s status as Top-Heavy changes for any Plan
      Year.  However, this Section does not apply to the Accrued
      Benefit of any Employee who does not complete any Vesting Service
      regarding any period after the Plan has initially become Top-Heavy and
      such Employee’s Accrued Benefit will be determined without regard to this
      Section.

              

            


    

     

    
      	
              9.4  

            	
              Vesting
      Schedule

            


    

     

    
      	
                

            	
              
                In
      the event the minimum vesting schedule shall apply, the nonforfeitable
      interest of each Participant in his Accrued Benefit attributable to
      Employer contributions shall be determined on the basis of the
      following:

              

            


    

     

    
      	
                

            	
              
                NUMBER OF YEARS OF
      SERVICE   

                Less
      than 2 Years 

                2
      Years but less than 3 

                3
      Years but less than 4 

                4
      Years but less than 5 

                5
      Years or more 

              

            	
              VESTED
      INTEREST

              0%

              20%

              40%

              60%

              100%

            	
              
                 

              

            


    

     

    
    

    
      	
              9.5  

            	
              Top-Heavy
      Determination

            


    

     

    
      	
                

            	
              A
      Top-Heavy Plan is a Plan in which, as of the Valuation Date, the ratio of
      the present value of the accrued benefits for Key Employees to the present
      value of the accrued benefits for all Employees exceeds 60
      percent.  For purposes of determining the present value of the
      accrued benefit of any Employee or the amount of an account of any
      Employee, distributions made with respect to such Employee under the Plan
      (and any plan aggregated with the Plan under Section 416(g)(2) of the
      Code) during the one-year 

            


    

     

     

    
      
        
        

      

      
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        Table of Contents

      

       

      
        	
                 

              	
                
                  period
      ending on the Determination Date must be included.  The
      preceding sentence shall 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 five-year
      period for one-year period.  The accrued benefits and accounts
      of an individual who has not performed services for the Employer during
      the one-year period ending on the Determination Date shall not be taken
      into account.

                

              


      

       

      
        	
                 

              	
                The
      Determination Date is the last day of the preceding Plan
      Year.  The Valuation Date is the day during the Plan Year in
      which the Determination Date occurs that is used in computing Plan costs
      for minimum funding.

              


      

       

      
        	
                 

              	
                
                  Present
      value shall be based on the interest rate and mortality table described in
      the second sentence of Section 1.20.  If this Plan is required
      to be or is permissively aggregated with any other plan or plans as
      provided in Section 9.6, the same mortality and interest assumptions shall
      apply to all plans that are
aggregated.

                

              


      

       

      
        	
                 

              	
                
                  The
      present value of accrued benefits of any Employee other than a Key
      Employee under any defined benefit plan used in testing whether the Plan
      is Top-Heavy shall be determined as if such benefits accrued not more
      rapidly than the slowest accrual rate permitted under Code Section
      411(b)(1)(C) unless the same accrual method uniformly applies for all
      defined benefit plans maintained by the
  Employer.

                

              


      

    

     

    
      	
              9.6  

            	
              Aggregation
      Groups

            


    

     

    
      	
               

            	
              The
      required aggregation group consists of each plan of the Employer in which
      a Key Employee is a participant and each other plan of the Employer that
      enables any plan of such Employer to meet the qualification requirements
      of Code Section 401(a)(4) and the minimum participation standards of Code
      Section 410.  The Employer may permit any plan not required to
      be included in an aggregation group as being part of such group if such
      group would continue to meet the Code Section requirements previously set
      forth.

            


    

     

     

    
      
        
        

      

      
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              Each
      plan of the Employer required to be included in an aggregation group shall
      be treated as a Top-Heavy plan if such group is a Top-Heavy
      group.  A required aggregation group will be considered a
      Top-Heavy group if the sum of the present value of the cumulative accrued
      benefits for Key Employees under all defined benefit plans included in
      such group and the aggregate of the account balances of Key Employees
      under all defined contribution plans included in such groups increased by
      the aggregate distributions made in the five-year period ending on the
      Determination Date exceeds 60 percent of a similar sum determined for all
      Employees.

            


    

     

    
      	
              9.7  

            	
              Key
      Employee Defined

            


    

     

    
      	
              (a)  

            	
              A
      Key Employee is any Employee or former Employee (including any deceased
      Employee) who at any time during the Plan Year that includes the
      Determination Date was (i) an officer of the Employer having annual
      compensation greater than $130,000 (as adjusted under Section 416(i)(1) of
      the Code for Plan Years beginning after December 31, 2002), (ii) a Five
      Percent Owner of the Employer or (iii) is a One Percent Owner and has
      annual compensation from the Employer of more than
    $150,000.

            


    

     

    For
purposes of determining if an officer is a Key Employee, 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(l)(1) of the Code and the applicable regulations and
other guidance of general applicability thereunder.

     

    
      	
              (b)  

            	
              A
      Five Percent Owner is any Employee who owns more than five percent of the
      outstanding stock of the corporation or stock possessing more than five
      percent of the total combined voting power of all stock of the
      corporation.

            


    

     

    
      	
              (c)  

            	
              A
      One Percent Owner is any Employee who owns more than one percent of the
      outstanding stock of the corporation or stock possessing more than one
      percent of the total combined voting power of all stock of the
      corporation.

            


    

     


    
      
        
        

      

      
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ARTICLE
X


    RETIREE
HEALTH PLAN ACCOUNT

     

    
      	
              10.1  

            	
              Establishment
      of Retiree Health Plan

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      There
      is created, established and maintained under this Plan a separate account
      known as the Retiree Health Plan Account.  The Trustee and Plan
      Administrator agree to hold and administer the Retiree Health Plan
      Account, and to receive contributions hereto, for the purpose of providing
      for the payment of certain medical expenses, pursuant to Section 401(h) of
      the Code, for Covered Retirees and their Covered Dependents (as such terms
      are defined below).  The separate account shall be for record
      keeping purposes only.  Funds contributed to the Retiree Health
      Plan Account may be invested without identification of which investments
      are allocable to the Retiree Health Plan
      Account.

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


       

      
      

      
        	
                (b)  

              	 (i)	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        No
      part of the income or corpus of the Retiree Health Plan Account shall be
      (either within the taxable year of contribution or thereafter) used for,
      or diverted to, any purpose (including the provision of any retirement
      benefits provided under the Plan) other than the provision of Medical
      Benefits, at any time prior to the satisfaction of all liabilities under
      this Plan with regard to the payment of Medical Benefits in accordance
      with this Article X.  Notwithstanding the above, the payment of
      any necessary or appropriate expenses attributable to the administration
      of the Retiree Health Plan Account may be made from the income or corpus
      of such
      account.

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

       

      
        	
                (ii)  

              	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  Notwithstanding
      any other termination provisions herein, any amounts in the Retiree Health
      Plan Account which remain in such account following satisfaction of all
      liabilities for the payment of Medical Benefits arising under this Article
      X shall be returned to the
      Employer.

                                

                              

                            

                          

                        

                      

                    

                  

                

              


      

    

     

    
      
        
        

      

      
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              (c)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        Notwithstanding
      the foregoing, no Medical Benefits shall be payable to any person who is,
      or ever has been, a Key Employee, as defined in Section 9.7, or his
      Covered
      Dependents.

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
    

    
      	
              10.2  

            	
              Definitions

            


    

     

    
      	
               

            	
              For
      purposes of this Article X, the following terms shall have the meaning set
      forth below unless otherwise clearly required by the
    context:

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        “Covered
      Dependent” shall mean a Covered Retiree’s dependent who meets the
      conditions for coverage under the EG&G Technical Services, Inc.
      Retiree Health Plan.  In no event will the term Covered
      Dependent include any person who is an eligible Covered Retiree himself or
      any person who is employed full-time with the Employer.  If both
      parents of any Covered Dependent child are eligible Covered Retirees, then
      the Covered Dependent child shall be considered as a Covered Dependent of
      only one of the Covered
      Retirees.

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        “Covered
      Retiree” shall mean a Retired Participant who has completed at least ten
      (10) Years of Vesting Service on his Normal Retirement Date or date of
      eligibility for early retirement.  In no event shall a Covered
      Retiree include a person not covered under the EG&G Technical
      Services, Inc. Retiree Health Plan, or a person who is or ever was a Key
      Employee.

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (c)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        “Medical
      Benefits” shall mean, with respect to a Covered Retiree, a percentage of
      the Per Capita Retiree Health Cost, such percentage being equal to $3,400
      (as indexed from time to time) divided by the Per Capita Retiree Health
      Cost, but in no event in excess of 100% of such
      cost.

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (d)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        “Per
      Capita Retiree Health Cost” for any year means the total annual Employer
      cost of claims under the EG&G Technical Services, Inc. Retiree Health
      Plan, divided by the number of retired employees covered under that plan
      at any time during that
      year.

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      
        
        

      

      
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              (e)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          “EG&G
      Technical Services, Inc. Retiree Health Plan” shall mean the EG&G
      Technical Services, Inc. health plan, as it relates to retired persons, as
      it shall be amended from time to time, and the provisions of such Plan
      shall be incorporated by reference
      herein.

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (f)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          “Retired
      Participant” means an individual who was an active Participant under this
      Plan until his retirement date and who retires from employment with the
      Employer and is thereupon immediately eligible to receive retirement
      benefits
      hereunder.

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              10.3  

            	
              Election
      to Continue Coverage

            


    

     

    
      	
                

            	
              In
      the event a Covered Dependent loses coverage as a result of the death or
      divorce of a Covered Retiree, such Covered Dependent shall have coverage
      continuation rights as shall be provided under the EG&G Technical
      Services, Inc. Retiree Health Plan, and the provisions of such
      continuation coverage shall be incorporated by reference with respect to
      benefits under the EG&G Technical Services, Inc. Retiree Health Plan
      Account created hereunder.  Because such continuation coverage
      shall be provided under the EG&G Technical Services, Inc. Retiree
      Health Plan at the Covered Dependent’s expense, no further benefits will
      be paid from the Retiree Health Plan Account with respect to such Covered
      Dependents.

            


    

     

    
      	
              10.4  

            	
              Funding
      Method and Policy

            


    

     

    
      	
                

            	
              All
      contributions to fund benefits provided under this Section shall be made
      by the Employer, except those relating to continuation coverage described
      in Section 10.3.  Subject to the restrictions of this Section,
      the Employer shall contribute to the Retiree Health Plan Account annually
      an amount that is reasonably estimated to cover the total cost of the
      benefits to be provided hereunder and that satisfies the general
      requirements applicable to deductions allowable under Code Section 404 (as
      set forth in Treasury Regulations Section 1.404(a)-3(f)).  The
      total cost of providing Medical Benefits shall be determined in accordance
      with any generally accepted actuarial method that is reasonable
      

            


    

     

     

    
      
        
        

      

      
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                in
      view of the provisions and coverage of the Plan, the funding medium, and
      other applicable
considerations.

              


      

    

     

    
      	
              10.5  

            	
              Subordination
      to Retirement Benefits

            


    

     

    
      	
                

            	
              It
      is intended that the Medical Benefits provided under this Article X be
      subordinate at all times to the retirement benefits provided under the
      Plan.  Therefore, the aggregate of contributions to the Retiree
      Health Plan Account shall at no time exceed 25 percent of the aggregate of
      contributions for all purposes of this Plan, other than contributions to
      fund past service credits.  For this purpose contributions to
      this plan for benefits other than Medical Benefits shall not be deemed to
      be less than the cost of such benefits determined under the projected unit
      credit method (other than the cost of past service
    credits).

            


    

     

    
      	
              10.6  

            	
              Benefits
      Provision

            


    

     

    
      	
                

            	
              The
      benefits payable pursuant to this Section shall be limited to the payment
      of Medical Benefits for Covered Retirees and their Covered
      Dependents.  The Medical Benefits provided under this Section
      and the Employer contributions to fund said Benefits shall not
      discriminate in favor of the highly compensated employees of the Employer
      within the meaning of Code Section
414(q).

            


    

     

    
      	
              10.7  

            	
              Coordination
      with EG&G Technical Services, Inc. Retiree Health
  Plan

            


    

     

    
      	
                

            	
              Benefits
      under this plan shall be provided by reimbursing annually the Employer or
      other paying agent under the EG&G Technical Services, Inc. Retiree
      Health Plan for the percentage of the Per Capita Retiree Health Cost for
      each Covered Retiree.

            


    

     

    
      	
              10.8  

            	
              Reservation
      of the Right to Terminate Benefits

            


    

     

    
      	
                

            	
              
                The
      Employer reserves the right to amend or terminate the Medical Benefits
      provided hereunder or the EG&G Technical Services, Inc. Retiree Health
      Plan at any time.  In such event assets in the Medical Benefit
      Account shall be used to provide the Medical Benefits provided hereunder,
      both to Covered Retirees and those Participants who at the date of
      termination subsequently become Covered Retirees, but only to the extent
      assets remain 

              

            


    

     

     

    
      
        
        

      

      
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                in
      such account.  After the satisfaction of all such liabilities,
      any assets remaining shall revert to the
  Employer.

              


      

    

     

    
      	
              10.9  

            	
              Disallowance
      of Deduction

            


    

     

    
      	
                

            	
              Notwithstanding
      anything to the contrary contained herein, the provisions of Section
      6.2(a) and (c) shall apply with respect to all contributions made to the
      Retiree Health Plan Account.

            


    

     

     


    
      
        
        

      

      
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ARTICLE
XI


    AMENDMENT,
MERGER AND TERMINATION

     

    
      	
              11.1  

            	
              Amendment
      of Plan

            


    

     

    
      	
                

            	
              The
      Board of Directors reserves the right at any time and from time to time,
      and, to the extent permitted by the Code or Treasury Regulations,
      retroactively if deemed necessary or appropriate, to amend in whole or in
      part any or all of the provisions of the Plan.  However, no
      amendment shall make it possible for any part of the funds of the Plan to
      be used for, or diverted to, purposes other than for the exclusive benefit
      of persons entitled to benefits under the Plan before the satisfaction of
      all liabilities with respect to them.  No amendment shall be
      made that has the effect of decreasing the Accrued Benefit of any
      Participant or of reducing the nonforfeitable percentage of the Accrued
      Benefit of a Participant below the nonforfeitable percentage computed
      under the Plan as in effect on the date on which the amendment is adopted
      or, if later, the date on which the amendment becomes
      effective.  For purposes of the preceding sentence, an amendment
      that has the effect of (i) eliminating or reducing an early retirement
      benefit or a retirement-type subsidy, or (ii) eliminating an optional form
      of benefit, with respect to benefits attributable to service before the
      amendment shall be treated as reducing Accrued Benefits.  In the
      case of a retirement-type subsidy, the preceding sentence shall apply only
      with respect to a Participant who satisfies (either before or after the
      amendment) the preamendment conditions for the subsidy.  If the
      Plan is amended in any way that directly or indirectly affects the
      computation of a Participant’s nonforfeitable percentage, each Participant
      with at least three Years of Vesting Service may elect, within a
      reasonable period after the adoption of the amendment, to have his
      nonforfeitable percentage computed without regard to such
      amendment.

            


    

     

    
      	
              11.2  

            	
              Merger
      or Consolidation

            


    

     

    
      	
                

            	
              The
      Plan may not be merged or consolidated with, and its assets or liabilities
      may not be transferred to, any other plan unless each person entitled to
      benefits under the Plan would, if the resulting plan were then terminated,
      receive a benefit immediately after the merger, consolidation, or transfer
      that is equal to or greater than the benefit he would
  

            


    

     

     

    
      
        
        

      

      
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                have
      been entitled to receive immediately before the merger, consolidation, or
      transfer if the Plan had then
terminated.

              


      

    

     

    
      	
              11.3  

            	
              Additional
      Participating Employers

            


    

     

    
      	
              (a)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          If
      any company is or becomes a subsidiary of or associated with the Company,
      the Board of Directors may include the employees of that subsidiary or
      associated company in the participation of the Plan upon appropriate
      action by that company necessary to adopt the Plan.  In that
      event, or if any persons become Employees of an Employer as the result of
      merger or consolidation or acquisition of all or part of the assets or
      business of another company or for purposes of a specific assignment at a
      specific location, the Board of Directors shall determine to what extent,
      if any, previous service with the subsidiary, associated or other company
      or at the specific location shall be recognized under the Plan, but
      subject to the continued qualification and tax-exempt status of the Plan
      and trust, respectively, under the
      Code.

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

    
      	
              (b)  

            	
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          Any
      Employer may terminate its participation in and withdraw from the Plan
      upon appropriate action by its board of directors, in which event the
      funds of the Plan held on account of Participants in the employ of that
      Employer shall be determined by the Plan Administrator and shall be
      applied as provided in Section 11.4 if the Plan should be terminated, or
      shall be segregated by the Trustee as a separate trust, pursuant to
      certification to the Trustee by the Plan Administrator, continuing the
      Plan as a separate plan for the employees of that Employer under which the
      board of directors of that Employer shall succeed to all the powers and
      duties of the Board of Directors, including the appointment of a plan
      administrator.  Except as required by applicable law, the
      withdrawal of an Employer from the Plan shall not constitute a partial or
      complete termination of the Plan as thereafter in effect with respect to
      any other
      Employer.

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            


    

     

     

    
      
        
        

      

      
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              11.4  

            	
              Termination
      of Plan

            


    

     

    
      	
                

            	
              The
      Employer intends to continue the Plan indefinitely.  However,
      the Board of Directors may terminate the Plan for any reason at any
      time.  In case of termination of the Plan, the rights of
      Participants to the benefits accrued under the Plan to the date of the
      termination, to the extent then funded or guaranteed by the Pension
      Benefit Guaranty Corporation, if greater, shall be
      nonforfeitable.  The funds of the Plan shall be used for the
      exclusive benefit of persons entitled to benefits under the Plan as of the
      date of termination, except as provided in Section
      6.2.  However, any funds not required to satisfy all liabilities
      of the Plan for benefits because of erroneous actuarial computation shall
      be returned to the Employer.  The Plan Administrator shall
      determine on the basis of actuarial valuation the share of the funds of
      the Plan allocable to each person entitled to benefits under the Plan in
      accordance with Section 4044 of ERISA or corresponding provision of any
      applicable law in effect at the time.  In the event of a partial
      termination of the Plan, the provisions of this Section shall be
      applicable to the Participants affected by that partial
      termination.

            


    

     

     


    
      
        
        

      

      
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ARTICLE
XII


    MISCELLANEOUS
PROVISIONS

     

    
      	
              12.1  

            	
              Limitation
      of Liability

            


    

     

    
      	
                

            	
              Neither
      the Company, any Employer, the Plan Administrator, nor any of their
      respective directors, officers and employees, shall incur any liability
      for any act or failure to act unless such act or failure to act
      constitutes a lack of good faith, willful misconduct or gross negligence
      in relation to the Plan or the Trust
Fund.

            


    

     

    
      	
              12.2  

            	
              Indemnification

            


    

     

    
      	
                

            	
              The
      Employer indemnifies and saves harmless the Plan Administrator from and
      against any and all loss resulting from liability to which the Plan
      Administrator may be subjected by reason of any act or conduct (except
      willful misconduct or gross negligence) in the Plan Administrator’s
      official capacity in the administration of this Plan, the Trust Fund or
      both, including all expenses reasonably incurred in the Plan
      Administrator’s defense, in case the Employer fails to provide such
      defense.  The indemnification provisions of this Section 12.2 do
      not relieve the Plan Administrator from any liability under ERISA for
      breach of a fiduciary duty.  Furthermore, the Plan Administrator
      and the Employer may execute a letter agreement further delineating the
      indemnification agreement of this Section 12.2, provided the letter
      agreement must be consistent with and does not violate
      ERISA.  The indemnification provisions of this Section 12.2
      extend to the Trustee solely to the extent provided by a letter agreement
      executed by the Trustee and the
Employer.

            


    

     

    
      	
              12.3  

            	
              Compliance
      with ERISA

            


    

     

    
      	
                

            	
              Anything
      herein to the contrary notwithstanding, nothing above or any other
      provision contained elsewhere in the Plan shall relieve a fiduciary or
      other person of any responsibility or liability for any responsibility,
      obligation or duty imposed upon him pursuant to Title I, Part 4 of
      ERISA.  Furthermore, anything in this Plan to the contrary
      notwithstanding, if any provision of this Plan is voided by ERISA Sections
      410 and 411, such provision shall be of no force and effect only to the
      extent that it is voided by such
Section.

            


    

     

     

     

    
      
        
        

      

      
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              12.4  

            	
              Nonalienation
      of Benefits

            


    

     

    
      	
                

            	
              Except
      with respect to any indebtedness owing to the Trust Fund created hereunder
      or payments required pursuant to a “Qualified Domestic Relations Order,”
      as defined by the Code, benefits payable under the Plan shall not be
      subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge, encumbrance, charge, garnishment, execution or levy of
      any kind, either voluntary or involuntary, including any such liability
      which is for alimony or other payment for the support of a spouse or
      former spouse, or any relative of a Participant prior to actually being
      received by the person entitled to the benefit pursuant to the terms of
      the Plan.  Any attempt to anticipate, alienate, sell, transfer,
      assign, pledge, encumber, charge or otherwise dispose of any right to
      amounts payable hereunder shall be void.  Furthermore, no
      benefit under the Plan shall in any manner be liable for or subject to the
      debts, contracts, liabilities, engagements or torts of the person entitled
      to such benefit.  If the terms of this Section 12.4 are contrary
      to the law governing in a particular circumstance, then, only as to that
      circumstance, or any such payment shall be exempt to the maximum extent
      permitted by such law.

            


    

     

    
      	
              12.5  

            	
              Employment
      Not Guaranteed By Plan

            


    

     

    
      	
                

            	
              Neither
      the establishment of the Plan nor its amendment nor the granting of a
      benefit pursuant to the Plan shall be construed as giving any Participant
      the right to continue as an employee of an Employer, as limiting the
      rights of such Employer to dismiss or impose penalties upon the
      Participant or as modifying in any other way the terms of employment of
      any Participant.

            


    

     

    
      	
              12.6  

            	
              Form
      of Communication

            


    

     

    
      	
                

            	
              Any
      election, application, claim, notice or other communication required or
      permitted to be made by or to a Participant, the Plan Administrator, the
      Company, or an Employer in writing shall be made in such form as the Plan
      Administrator, the Company or the Employer, as the case may be, shall
      prescribe.  Such communication shall be effective upon mailing
      if sent first class, postage prepaid and addressed to the addressee at its
      

            


    

     

     

    
      
        
        

      

      
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                principal
      office, or to the Participant at his last known address, or upon personal
      delivery, if delivered to an officer of the addressee or to the
      Participant, as the case may
be.

              


      

    

     

    
      	
              12.7  

            	
              Facility
      of Payment

            


    

     

    
      	
                

            	
              In
      the event that the Participant entitled to receive payments hereunder is
      unable to care for his affairs because of illness, accident or disability,
      and a duly qualified guardian or legal representative is appointed for
      such Participant, the Plan Administrator shall direct the Trustees to pay
      any amount to which the Participant is entitled to such
      duly qualified guardian or legal representative upon claim of such
      guardian or legal representative.  If a duly qualified guardian
      or legal representative is not appointed for such Participant, the Plan
      Administrator shall direct the Trustees to pay any amount to which the
      Participant is entitled to such person’s Spouse, child, grandchild,
      parent, brother or sister or to a person deemed by the Plan Administrator
      to have incurred expense for such person entitled to
      payment.  Any payment made pursuant to this Section 12.7 in good
      faith shall be a payment for the account of the Participant and shall be a
      complete discharge from any liability of the Trust Fund or the Trustees
      therefor.

            


    

     

    
      	
              12.8  

            	
              Service
      in More Than One Fiduciary Capacity

            


    

     

    
      	
                

            	
              Any
      individual, entity or group of persons may serve in more than one
      fiduciary capacity with respect to the Plan, the Trust Fund or
      both.

            


    

     

    
      	
              12.9  

            	
              Binding
      Effect of Company’s Actions

            


    

     

    
      	
                

            	
              Each
      Employer shall be bound by any all decisions and actions taken by the
      Company hereunder.

            


    

     

    
      	
              12.10  

            	
              Governing
      Law

            


    

     

    
      	
                

            	
              Except
      to the extent inconsistent with and preempted by ERISA or other applicable
      Federal law, the Plan and all matters arising thereunder shall be governed
      by the laws of the State of
Maryland.

            


    

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, and as evidence of the adoption of the Plan, the undersigned
officer has authorized the Plan.

     

     

    
      
        	 	EG&G
      TECHNICAL SERVICES, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

     

     

     


    
      
        
        

      

      
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    APPENDIX A

     

    ADJUSTMENTS
FOR PARTICIPANTS DESCRIBED IN SECTION 4.1(c)

     

    
      	
              SSN

            	 	
              Name

            	 	
              Monthly
      Accrued Benefit Under the Mound
      Plans

            	 	
              Offset
      Attributable to Mound Plan Service

            	 	
              Net
      Adjustment to Plan Accrued Benefit

            
	 
      	 	
              Cynthia
      L. Lee

            	 	
              $1,458.57

            	 	
              $857.03

            	 	
              $601.54

            


    

    


    
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