ex10_02.htm


    
      

    

    Exhibit
10.02


     

     

    Amendment and
Restatement

    


    of the

    


    Retirement Plan for
Employees

    


    of

    


    AllianceBernstein
l.p.

    


    


    


    (As of
January, 1, 2008)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        
          
            	
                    ARTICLE
      I

                  	
                    DEFINITIONS

                  	
                    1

                  
	 
      	 
      	 
      
	
                    ARTICLE
      II

                  	
                    ELIGIBILITY
      FOR PARTICIPATION

                  	
                    21

                  
	 
      	 
      	 
      
	
                    ARTICLE
      III

                  	
                    RETIREMENT
      ON OR AFTER NORMAL RETIREMENT DATE

                  	
                    23

                  
	 
      	 
      	 
      
	
                    ARTICLE
      IV

                  	
                    VESTING

                  	
                    29

                  
	 
      	 
      	 
      
	
                    ARTICLE
      V

                  	
                    EARLY
      RETIREMENT AND DISABILITY BENEFIT

                  	
                    31

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VI

                  	
                    OPTIONAL
      METHODS OF PAYMENT

                  	
                    32

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VII

                  	
                    DEATH
      BENEFIT

                  	
                    38

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VIII

                  	
                    DIRECT
      ROLLOVER DISTRIBUTIONS

                  	
                    40

                  
	 
      	 
      	 
      
	
                    ARTICLE
      IX

                  	
                    EMPLOYER
      CONTRIBUTION AND FUNDING POLICY

                  	
                    42

                  
	 
      	 
      	 
      
	
                    ARTICLE
      X

                  	
                    LIMITATIONS
      ON BENEFITS

                  	
                    43

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XI

                  	
                    TOP-HEAVY
      PLAN YEARS

                  	
                    48

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XII

                  	
                    NON-ALIENABILITY

                  	
                    53

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XIII

                  	
                    AMENDMENT
      OF THE PLAN

                  	
                    54

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XIV

                  	
                    TERMINATION
      OF THE PLAN

                  	
                    56

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XV

                  	
                    TRUST
      AND ADMINISTRATION

                  	
                    60

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XVI

                  	
                    CLAIM
      AND APPEAL PROCEDURE

                  	
                    65

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XVII

                  	
                    MISCELLANEOUS

                  	
                    71

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XVIII

                  	
                    ADMINISTRATION
      OF THE PLAN

                  	
                    73

                  
	 
      	 
      	 
      
	
                    APPENDIX
      A

                  	
                    REQUIRED
      MINIMUM DISTRIBUTION RULES

                  	 
      
	 
      	 
      	 
      
	
                    APPENDIX
      B

                  	
                    COMMON
      OR COLLECTIVE TRUST FUNDS OR POOLED INVESTMENT FUNDS

                  	 
      


          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    Amended
and Restated

    Retirement
Plan for Employees

    of
AllianceBernstein l.p.

    (as
of January 1, 2008)

    


    WHEREAS,
the Retirement Plan for Employees of AllianceBernstein L.P. (the “Plan”)
(formerly known as the Retirement Plan for Employees of Alliance Capital
Management L.P.) was originally established effective as of January 1, 1980 by
the predecessor of Alliance Capital Management L.P.; and

    


    WHEREAS,
the Plan was amended and restated from time to time to reflect changes in the
predecessor’s business, certain other changes and changes in applicable law;
and

    


    WHEREAS,
the Plan was amended to comply with the Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA”) and other applicable legislation, and the
provisions reflecting EGTRRA are intended as good faith compliance with the
requirements of EGTRRA and are to be construed in accordance with EGTRRA and
guidance issued thereunder; and

    


    WHEREAS,
any Employee of the Company hired on or after October 2, 2000 is not eligible to
participate in the Plan; and

    


    WHEREAS,
the Plan was amended and restated, effective as of January 1, 2006, to
incorporate all Plan amendments adopted since the Plan was last amended and
restated and certain additional design changes, changes required to comply with
applicable law and to reflect the name change of Alliance Capital Management
L.P. to AllianceBernstein L.P.; and

    


    WHEREAS,
with regard to all Employees, all benefit accruals under the Plan shall cease as
of December 31, 2008 (the Freeze Date, as defined below); and

    


    WHEREAS,
the Plan has been amended and is hereby amended and restated to reflect the
foregoing freeze and to comply with the Pension Funding Equity Act of 2004, the
Pension Protection Act of 2006, other applicable legislation, and certain
additional design changes.

    


    NOW,
THEREFORE, the Plan is hereby amended and restated, as of January 1,
2008.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
I

    DEFINITIONS

    


    The
following words and phrases as used herein shall, when initially capitalized,
have the following meanings unless a different meaning is required by the
context:

    


    1.01          “ACCRUED
BENEFIT” as of any specified date, means the Retirement Pension, commencing on
his Normal Retirement Date, earned by a Participant as of such date, which shall
be equal to the Retirement Pension, computed in accordance with Section 3.02, to
which he would have been entitled had he continued as an Employee until his
Normal Retirement Date, had been credited with one (1) Year of Service in each
year of employment during such period and had the same Average Final
Compensation, Final Average Compensation and Past Final Average Compensation, as
applicable, at his date of Retirement as that which he would have had if his
Average Final Compensation, Final Average Compensation and Past Final Average
Compensation, as applicable, had been computed as of the date of computation of
his Accrued Benefit, such amounts to be multiplied by a fraction, the numerator
of which is his number of years of Credited Service as of the specified date,
and the denominator of which is the number of such years which he would have
completed as of his Normal Retirement Date.  A Participant’s Accrued
Benefit under the Plan shall be frozen as of the Freeze Date.

    


    1.02          “ACTUARIAL
EQUIVALENT” means, except as provided below, a benefit of equivalent value that
is actuarially calculated based on an annual investment rate of 6% compounded
annually and mortality determined in accordance with the UP-1984 mortality table
with ages set back one year.

    


    Notwithstanding
the foregoing, for purposes of determining actuarial equivalent with respect to
any distribution under the Plan after December 31, 1995:

    


    (a)            whether
or not the consent of the Participant (and if applicable, the Participant’s
Spouse) is necessary prior to distribution of the Participant’s
benefit,

    


    (b)   
        the single sum value of
the Participant’s benefit, and

    


    (c)     
      the value of a benefit under Option 4
or Option 5 provided for in Section 6.01, a benefit of equivalent value shall be
the greater of that determined in accordance with the assumptions set forth
above, and that determined by applying the Applicable Interest Rate available in
September for the prior month of the Plan Year immediately preceding the Plan
Year with respect to which the benefit is being determined and the Applicable
Mortality Table; provided, however, in no event shall the single sum value of
the Participant’s benefit distributed during the 1996 calendar year be less than
would result by applying the Applicable Interest Rate for January 1996 and the
Applicable Mortality Table.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    1.03          “ADMINISTRATIVE
COMMITTEE” means the administrative committee appointed  by the Board
pursuant to Section 18.01.  

    


    1.04          “AFFILIATE”
means any corporation or unincorporated business (i) controlled by, or under
common control with, the Company within the meaning of Sections 414(b) and (c)
of the Code, provided, however, that for all purposes of the Plan, “Affiliate”
status shall be determined by application of Section 415(h) of the Code, or (ii) which is a member of
an “affiliated service group”, as defined in Section 414(m)(2) of the Code, of
which the Company is a member.

    


    1.05          “ANNUITY
PURCHASE RATE” means, effective as of July 1, 1994, (a) the interest rate which
would be used by the Pension Benefit Guaranty Corporation as of the first day of
the Plan Year of the date of the distribution involved for the purpose of
determining the present value of a single sum distribution in connection with
the termination of the Plan if the present value of the applicable vested
Accrued Benefit (using such rate) does not exceed $25,000, or (b) one hundred
twenty percent  (120%) of the rate used by the Pension Benefit
Guaranty Corporation for that purpose if the present value of the vested Accrued
Benefit, as determined in accordance with clause (a) exceeds $25,000, provided
that in no event shall the present value of a Participant’s vested Accrued
Benefit determined by application of this clause (b) be less than $25,000;
provided that the Annuity Purchase Rate with respect to the Accrued Benefit as
of such first day of the Plan Year shall not be larger than the Annuity Purchase
Rate which would have been computed under the definition of Annuity Purchase
Rate in effect immediately prior to July 1, 1994.

    


    1.06          “APPLICABLE
INTEREST RATE” means an annual investment rate equal to the annual interest rate
on 30-year Treasury securities as specified by the Commissioner of Internal
Revenue.  Notwithstanding the above, effective January 1, 2008,
Applicable  Interest Rate shall mean the interest rate specified in
Section 417(e)(3)(C) of the Code as determined in accordance with published
guidance from the Internal Revenue Service.

    


    1.07          “APPLICABLE
MORTALITY TABLE” means the mortality table based on the then prevailing standard
table (described in Section 807(d)(5)(A) of the Code) used to determine reserves
for group annuity contracts issued as of the date as of which the value of the
benefit involved is determined (without regard to any other subparagraph of
Section 807(d)(5) of the Code) that is prescribed by the Commissioner of
Internal Revenue for purposes of determining the value of
benefits.  Notwithstanding the foregoing, effective January 1, 2008,
Applicable Mortality Table shall mean the table specified in Section
417(e)(3)(B) of the Code (as periodically updated) as provided in Revenue Ruling
2007-67  and any other applicable guidance from the Internal Revenue
Service.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.08          (a)  “AVERAGE
FINAL COMPENSATION” means an amount obtained by totaling the Compensation of a
Participant for the five (5) consecutive full calendar years preceding the
earlier of  (1) the date of his Retirement or other Termination of
Employment, whichever is applicable, or (2) January 1, 2009, in which he
received his highest aggregate Compensation (or his Compensation for his
consecutive full calendar Years of Service prior to January 1, 2009, if less
than five (5)), and dividing the sum thus obtained by five (5) (or the number of
his full calendar Years of Service prior to January 1, 2009, if less than five
(5)).  Notwithstanding the foregoing, partial calendar Years of
Service prior to January 1, 2009, other than the year of termination of
employment, shall be taken into account in determining Average Final
Compensation, if the Participant completed at least 750 Hours of Service in each
of such partial years.  If any partial Year of Service is to be taken
into account under the preceding sentence, the Compensation for such year shall
be included in the calculation of Average Final Compensation as
follows:  The Compensation for any such partial Year of Service shall
be added to the Compensation for the full calendar years included in calculating
Average Final Compensation, and the total of such Compensation shall be divided
by the sum of (i) the number of full calendar years included in calculating
Average Final Compensation and (ii) the fraction whose numerator is the number
of days worked during the partial Year of Service (including any weekends,
holiday or vacation that occur during a continuous period of employment) and
whose denominator is 365.

    


    (b)       
    If, during any of the calendar years taken into
account in determining a Participant’s Average Final Compensation, there was a
period during which such Participant was an Inactive Participant, or was on
unpaid Leave of Absence, or was compensated for fewer hours than are customary
for his job category by reason of disability, the Compensation paid in such
period shall be included in his Compensation for such calendar year (solely for
the purpose of determining Average Final Compensation) at the rate of
Compensation he was receiving immediately preceding such period.

    


    1.09          “BENEFICIARY”
means such person or persons as may be designated by a Participant or Retired
Participant or as may otherwise be entitled, upon his death, to receive any
benefits or payments under the terms of this Plan.

    


    1.10          “BOARD
OF DIRECTORS” or “BOARD” means the Board of Directors of the general partner of
the Company responsible for the management of the Company’s business or a
committee thereof designated by such Board.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    1.11          “BREAK
IN SERVICE” with respect to any Employee, means any calendar year in which he
completes fewer than five hundred and one (501) Hours of Service with Employers
or Affiliates.

    


    1.12          “CODE”
means the Internal Revenue Code of 1986, as amended from time to
time.

    


    1.13          “COMPANY”
means AllianceBernstein L.P. and any successor thereto; prior to February 24,
2006, known as Alliance Capital Management L.P.; and prior to April 21, 1988,
known as Alliance Capital Management Corporation.

    


    1.14          (a)  “COMPENSATION”
means, for any calendar year, an amount equal to a Participant’s base salary;
provided that in the case of a Participant whose Compensation from an Employer
includes commissions, commissions shall be included only up to the annual amount
of the Participant’s draw against actual commissions in effect at the beginning
of the Plan Year involved.

    


    (b)         
  There shall be excluded from Compensation overtime pay,
bonuses, severance pay, distributions on Units representing assignments of
beneficial ownership of limited partnership interests in the Company, and any
amounts paid or payable to or for a Participant or Retired Participant pursuant
to any welfare plan or any pension plan, profit sharing plan or any other plan
of deferred compensation, or any other extraordinary item of compensation or
income.

    


    (c)          
 Compensation of a Member in excess of $200,000, or such other
amount prescribed under Section 401(a)(17) of the Code (as adjusted each
year  with cost of living adjustments in the manner set forth in
Section 415(d) of the Code), shall not be taken into account under the Plan for
the purpose of determining benefits.  The increase in the limit
provided under Section 401(a)(17) of the Code under EGTRRA shall only be applied
with respect to Participants who accrue a benefit under the Plan on or after
January 1, 2002.

    


    (d)        
   For any year for which Compensation is relevant under
the Plan, in connection with any Employee who is paid based on an annual rate of
salary that applies for only a portion of the year, the Compensation
attributable to that portion of the year for such Employee shall be equal to the
product of (i) such annual rate of salary, multiplied by (ii) a fraction, the
numerator of which is the number of pay periods during such year during which
such Employee was paid at that annual rate of salary, and the denominator of
which is 26.

    


    The
determination of eligible Compensation shall be in accordance with records
maintained by the Employer and shall be conclusive.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Compensation
shall include Deemed 125 Compensation.  “Deemed 125 Compensation”
shall mean, in accordance with Internal Revenue Service Revenue Ruling 2002-27,
2002-20 I.R.B. 925, any amounts not available to a Participant in cash in lieu
of group health coverage because the Participant is unable to certify that he or
she has other health coverage.  An amount shall be treated as Deemed
125 Compensation only if the Employer does not request or collect information
regarding the Participant’s other health coverage as part of the enrollment
process for the health plan.

    


    Notwithstanding
anything herein to the contrary, Compensation earned after the Freeze Date shall
not be taken into account under the Plan for any purpose.

    


    1.15          (a)  “CREDITED
SERVICE” means, unless excluded by Subsection (b), an Employee’s Years of
Service;

    


    (b)        
   Credited Service shall not include:

    


    (1) 
          With respect
to all Employees, Years of Service ending on or before December 31, 1969;
or

    


    (2)  
         Any Year of Service
during any part of which an Employee is an Excluded Employee; provided that if
the Employee is employed by an Employer after employment with an Affiliate who
during a period of employment with the Affiliate maintained a “defined benefit
plan” within the meaning of Section 414(j) of the Code, the service with the
Affiliate while an Affiliate upon which the Employees accrued benefits under the
Affiliate’s plan is based shall be considered Credited Service hereunder, but in
no event shall any period be counted more than once in computing a Participant’s
Credited Service and any retirement pension related to such service shall be
taken into account as set forth in Section 3.02(b) of the Plan.

    


     Notwithstanding
anything herein to the contrary, Credited Service shall not include any service
for the Employer after the Freeze Date.

    


    1.16          “DEFERRED
RETIREMENT” means an Employee’s continued employment after his sixty-fifth
(65th) birthday.

    


    1.17          “DEFERRED
RETIREMENT DATE” means the first day of the calendar month coincident with or
next following the date of an Employee’s Retirement provided such Retirement
occurs after his Normal Retirement Date.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    1.18          “DISABILITY”
means the mental or physical incapacity of an Employee which, in the opinion of
a physician approved by the Administrative Committee, renders him totally and
permanently incapable of performing his assigned duties with an Employer or an
Affiliate.

    


    1.19          “DOMESTIC
PARTNER” means, in the case of a Participant who dies before his Retirement
Pension Starting Date, his Domestic Partner (as defined below) on the date of
his death if such Domestic Partner satisfied the requirements for being a
Domestic Partner as set forth below.  “Domestic Partner” is an
individual who, together with the Participant, satisfies the following
requirements:  (i) both the Participant and the domestic partner are
at least 18 years of age; (ii) both the Participant and the domestic partner are
of the same gender; (iii) both the Participant and the domestic partner are
mentally competent to enter into a contract according to the laws of the state
in which they reside; (iv) each of the Participant and the domestic partner is
the sole domestic partner of the other; (v) neither of the Participant nor the
domestic partner is legally married to any other individual, and, if previously
married, a legal divorce or annulment has been obtained or the former spouse is
deceased; (vi) neither of the Participant nor the domestic partner is related by
blood to a degree of closeness that would prohibit legal marriage in the
jurisdiction in which they legally reside, if they were not of the same sex;
(vii) the Participant and the domestic partner reside together in the same
residence, have done so for a period of no less than the most recent six-month
period, intend to do so indefinitely and share the common necessities of life;
(viii) the Participant and domestic partner have mutually agreed to be
responsible for each other’s common welfare; and (ix) the Participant has
designated the domestic partner as his or her domestic partner by completing and
returning an ‘Affidavit of Same-Sex Domestic Partnership’ to the appropriate
Company person indicated on such affidavit.

    


    1.20          “EARLY
RETIREMENT” means Retirement on or after a Participant’s Early Retirement Date
and prior to his Normal Retirement Date.

    


    1.21          “EARLY
RETIREMENT DATE” means the first day of the month coincident with or next
following the date upon which the Participant shall have attained the age of
fifty-five (55) and the sum of the Participant’s age and Years of Service equals
eighty (80).

    


    1.22          “ELIGIBLE
EMPLOYEE” means any Employee of an Employer other than:

    


    (a) 
          any Employee
included in a unit of Employees covered by a collective bargaining agreement
between an Employer and Employee representatives in the negotiation of which
retirement benefits were the subject of good faith bargaining,
unless:  (i) such bargaining agreement provides for participation in
the Plan, (ii) the Employee representatives represented an organization more
than half of whose members are owners, officers or executives of such Employer,
or (iii) 2% or more of the Employees who are covered pursuant to that agreement
are professionals as defined in Treasury Regulation Section 1.410(b) -
6(d);


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (b)      
     Employees whose principal place of
Employment is outside the United States, U.S. Virgin Islands, Guam and Puerto
Rico;

    


    (c)       
    an individual classified by the Employer at the
time services are provided as either an independent contractor, or an individual
who is not classified as an Employee due to an Employer’s treatment of any
services provided by him as being provided by another entity which is providing
such individual’s services to the Employer, even if such individual is later
retroactively reclassified as an Employee during all or part of such period
during which services were provided pursuant to applicable law or
otherwise;

    


    (d)       
    any individual listed in Section 2.09 of this
Plan.

    


    1.23          “EFFECTIVE
DATE” means January 1, 1980.

    


    1.24          “EMPLOYEE”
means an individual described in Sections 3121(d) (1) or (2) of the Code who is
employed by an Employer or an Affiliate.

    


    1.25          “EMPLOYER”
means the Company and any Affiliate which, with the consent of the Board of
Directors, has adopted the Plan as a participant herein and any successor to any
such Employer.

    


    1.26          “EMPLOYMENT
COMMENCEMENT DATE” means:

    


    (a) 
          the first day
in respect of which an Employee receives Compensation from an Employer or an
Affiliate for the performance of services; or

    


    (b)  
         in the case of a
former Employee who returns to the employ of an Employer or Affiliate after a
Break in Service, the first day in respect of which, after such Break in
Service, he receives Compensation from an Employer or Affiliate for the
performance of services.

    


    1.27          “ENTRY
DATE” means the first day of each Plan Year.

    


    1.28          “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.

    


    1.29          (a)  “EXCLUDED
EMPLOYEE” means an individual in the employ of an Employer or an Affiliate
who:


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (1)     
      is employed by an Affiliate that is
not an Employer; or

    


    (2)      
     is included in a unit of employees covered
by a collective bargaining agreement between employee representatives and one or
more Employers or Affiliates, if retirement benefits were the subject of good
faith bargaining between such employee representatives and such Employer;
or

    


    (3)       
    is not an Excluded Employee under Paragraph (4)
of this subsection (a) and is neither a resident nor a citizen of the United
States of America, nor receives “earned income”, within the meaning of Section
911(b) of the Code, from an Employer or Affiliate that constitutes income from
sources within the United States, within the meaning of Section 861(a)(3) of the
Code, unless the individual became a Participant prior to becoming a
non-resident alien and the Company stipulates that he shall not be an Excluded
Employee; or

    


    (4)     
      is not a citizen of the United
States, unless the individual (A) was initially engaged as an Employee by an
Employer or an Affiliate to render services entirely or primarily in the United
States or (B) is an Employee of an Employer which is a United States entity, and
unless, in the case of an individual referred to in either Subparagraph (A) or
(B) of this Paragraph 4, the Company stipulates that he shall not be an Excluded
Employee; or

    


    (5)     
      is accruing benefits and/or receiving
contributions under a retirement plan of an Affiliate which operates entirely or
primarily outside the United States other than this Plan or the Profit Sharing
Plan for Employees of AllianceBernstein L.P. unless, in either case, the Company
stipulates that he shall not be an Excluded Employee; or

    


    (6)     
      is compensated on a commission
arrangement which does not provide for payment of periodic draws against actual
commissions earned; or

    


    (7)       
    is a “leased employee.”  For purposes
of this Plan, a “leased employee” means any person (other than an Employee of
the recipient) who pursuant to an agreement between the recipient and any other
person (“leasing organization”) has performed services for the recipient (or for
the recipient and related persons determined in accordance with Section
414(n)(6) of the Code on a substantially full time basis for a period of at
least one year), and such services are performed under primary direction or
control by the recipient employer.

    


    (b)         
  An Excluded Employee shall be deemed an Employee for all purposes
under this Plan except that:


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (1)     
      an Excluded Employee may not become a
Participant while he remains an Excluded Employee; and

    


    (2)     
      a Participant shall not receive any
Credited Service for any Year of Service during any part of which he remains an
Excluded Employee unless the Company specifies otherwise.

    


    1.30          “FINAL
AVERAGE COMPENSATION” means an amount obtained by totaling the Compensation of a
Participant for the three (3) consecutive full calendar Years of Service (which
for any such year cannot exceed the taxable wage base in effect for that year)
ending on the last day of the calendar year coinciding with or immediately
preceding the earlier of (i) the date of his Retirement or other Termination of
Employment, whichever is applicable or (ii) the Freeze Date, (or his
Compensation for the number of his full calendar years and fractions thereof
then ending if less than three (3)), and dividing the sum thus obtained by three
(3) (or such number of full calendar years and fractions thereof if less than
three (3)), but limited to Covered Compensation.  Notwithstanding the
foregoing, partial calendar Years of Service, other than the year of termination
of employment, shall be taken into account in determining Final Average
Compensation, if the Participant completed at least 750 Hours of Service in each
of such partial years.  If any partial Year of Service is to be taken
into account under the preceding sentence, the Compensation for such year shall
be included in the calculation of Final Average Compensation as
follows:  The Compensation for any such partial Year of Service shall
be added to the Compensation for the full calendar years included in calculating
Final Average Compensation, and the total of such Compensation shall be divided
by the sum of (i) the number of full calendar years included in calculating
Final Average Compensation and (ii) the fraction whose numerator is the number
of days worked during the partial Year of Service (including any weekends,
holiday or vacation that occur during a continuous period of employment) and
whose denominator is 365.  “Covered Compensation” for this Section
1.30 means the average of the taxable wage bases for the thirty-five (35)
calendar years ending with the year an individual attains social security
retirement age.

    


     If
Termination of Employment or Retirement occurs before a Participant reaches that
age, the taxable wage base in effect for the year in which such Participant
leaves is used for subsequent years.  Notwithstanding anything
contained herein to the contrary, for purposes of calculating Covered
Compensation, if a Participant terminates or retires after December 31, 2008 and
before reaching their social security retirement age, the taxable wage base in
effect for calendar year 2008 shall be used for subsequent years.

    


    1.31          “FREEZE
DATE” means December 31, 2008.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    1.32          “HIGHLY
COMPENSATED EMPLOYEE” means an Employee who, with respect to the “determination
year”:

    


    (a) 
          owned (or is
considered as owning within the meaning of Section 318 of the Code) at any time
during the “determination year” or “look-back year” more than five percent (5%)
of the outstanding stock of the Employer or stock possessing more than five
percent (5%) of the total combined voting power of all stock of the Employer
(the attribution of ownership interest to Family Members shall be used pursuant
to Section 318 of the Code); or

    


    (b)  
         who received “415
Compensation” during the “look-back year” from the Employer in excess of the
$80,000 limit under Section 414(q) of the Code (with cost of living adjustments
in the manner set forth under Section 415(d) of the Code) and was in the Top
Paid Group of Employees for the “look-back year.”

    


    The
“determination year” shall be the Plan Year for which testing is being
performed.  The “look-back year” shall be the Plan Year immediately
preceding the “determination year.”

    


    The term
“415 Compensation”  shall mean compensation reported as wages, tips
and other compensation on Form W-2 and shall include:  (i) any
elective deferral (as defined in Section 402(g)(3) of the Code) and (ii) any
amount which is contributed or deferred by the Employer at the election of the
Employee and which is not includible in the gross income of the Employee by
reason of Sections 125, 132(f)(4), 401(k) or 457 of the Code.  415
Compensation shall include Deemed 125 Compensation, as defined in Section 1.14
of the Plan.

    


    The
$80,000 dollar threshold amount specified in (b) above shall be adjusted, in the
manner set forth in Section 415(d) of the Code, at such time and  in
such manner as is provided in Regulations.  In the case of such an
adjustment, the dollar limits which shall be applied are those for the calendar
year in which the “determination year” or “look-back year” begins.

    


    In
determining who is a Highly Compensated Employee, Employees who are nonresident
aliens and who received no earned income (within the meaning of Section
911(d)(2) of the Code) from the Employer constituting United States source
income within the meaning of Section 861(a)(3) of the Code shall not be treated
as Employees.

    


    Additionally,
all Affiliated Employers shall be taken into account as a single employer and
Leased Employees within the meaning of Sections 414(n)(2) and 414(o)(2) of the
Code shall be considered Employees unless such Leased Employees are covered by a
plan described in Section 414(n)(5) of the Code and are not covered in any
qualified plan maintained by the Employer.  The exclusion of Leased
Employees for this purpose shall be applied on a uniform and consistent basis
for all of the Employer’s retirement plans.  Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the “determination
year”.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    1.33          “HIGHLY
COMPENSATED FORMER EMPLOYEE” means a former Employee who had a separation year
prior to the “determination year” and was a Highly Compensated Employee in the
year of severance from employment or in any “determination year” after attaining
age 55.  Highly Compensated Former Employees shall be treated as
Highly Compensated Employees.  The method set forth in this Section
1.33 for determining who is a “Highly Compensated Former Employee” shall be
applied on a uniform and consistent basis for all purposes for which the Section
414(q) of the Code definition is applicable.

    


    1.34          (a)  “HOUR
OF SERVICE” means each hour:

    


    (1) 
          for which an
Employee is paid, or entitled to payment, by an Employer or Affiliate for the
performance of duties for an Employer or Affiliate, credited for the Plan Year
in which such duties were performed; or

    


    (2)  
         for which an
Employee is directly or indirectly paid, or entitled to payment, by an Employer
or Affiliate on account of a period of Leave of Absence, credited for the Plan
Year in which such Leave of Absence occurs; or

    


    (3)   
        for which an Employee has
been awarded, or is otherwise entitled to, back pay from an Employer or
Affiliate, irrespective of mitigation of damages, if he is not entitled to
credit for such hour under any other Paragraph of this Subsection (a);
or

    


    (4)    
       during which an Employee is on
an unpaid Leave of Absence described in Section 1.37(a), credited at the rate of
which he would have accrued Hours of Service if he had performed his normal
duties during such Leave of Absence.

    


    (5)     
      (A) solely for purposes of Section
1.11, each hour of an Employee’s absence which commences on or after January,
1985 by reason of a leave pursuant to the FMLA, the pregnancy of such Employee,
the birth of a child of such Employee, the placement of a child in connection
with the adoption of such child by the Employee or the caring for such child for
a period beginning immediately following such birth or placement.

    


     (B) under
this Paragraph (5) an Employee shall be credited with the number of hours which
would normally have been credited to him but for such absence, or in any case in
which such number cannot be determined, a total of eight (8) Hours of Service
for each day of such absence, except that no more than 501 Hours of Service
shall be credited to an Employee for any such period of absence and such Hours
of Service shall be credited to an Employee only in the Plan Year in which such
period of absence began if such Employee would be prevented from incurring a
Break in Service in such Plan Year solely because of the crediting of such Hours
of Service, or in any other case, in the next succeeding Plan
Year.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


     (C)
Notwithstanding the foregoing, an Employee shall not be credited with
Hours of Service pursuant to this Paragraph (5) unless such Employee shall
furnish to the Administrative Committee on a timely basis such information as
the Administrative Committee shall reasonably require to establish

    


    that the
absence from work is for reasons described in Subparagraph (A) hereof;
and

    


    the
number of days which such absence continued.

    


    (b)        
   Except as provided in Paragraph (a) (5), the number of
a Participant’s Hours of Service and the Plan Year or other compensation period
to which they are to be credited shall be determined in accordance with
Department of Labor Reg. § 2530.200b-2, which section is hereby incorporated by
reference into this Plan.

    


    (c)          
 If the Participant’s compensation while an Employee was not
determined on the basis of certain amounts for each hour worked, his Hours of
Service need not be determined from employment records, and he may, in
accordance with uniform and nondiscriminatory rules adopted by the
Administrative Committee, be credited with forty-five (45) Hours of Service for
each week in which he would be credited with any Hours of Service under the
provisions of Subsection (a) or (b).

    


    (d)           
Notwithstanding anything herein to the contrary, Hours of Service shall
not include any service for the Employer after the Freeze Date, except with
respect to vesting and eligibility for early retirement benefits.

    


    1.35          “INACTIVE
PARTICIPANT” means:

    


    (a)           
an Employee who was a Participant during the preceding Plan Year but who,
during the current Plan Year, neither completed a Year of Service nor incurred a
Break in Service; and


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (b)        
   an Excluded Employee who was a Participant or an
Inactive Participant during the preceding Plan Year but who, during the current
Plan Year, did not incur a Break in Service.

    


    An
Inactive Participant shall be deemed a Participant for all purposes under this
Plan, except that he shall not accrue any benefit hereunder for any Plan Year
during which he is an Inactive Participant.

    


    1.36          “INVESTMENT
COMMITTEE” shall mean the investment committee appointed by the Board pursuant
to Section 18.02.

    


    1.37          “LEAVE
OF ABSENCE” means:

    


    (a)       
    absence on leave approved by an Employee’s
Employer, if the period of such leave does not exceed two (2) years and the
Employee returns to the employ of an Employer or an Affiliate upon its
termination; or

    


    (b)        
   absence due to service in the Armed Forces of the
United States, if such absence is caused by war or other national emergency or
an Employee is required to serve under the laws of conscription in time of
peace, and if the Employee returns to the employ of an Employer or an Affiliate
within the period provided by law; or

    


    (c)          
 absence for a period not in excess of thirteen (13) consecutive
weeks due to leave granted by an Employer, military service, vacation, holiday,
illness, incapacity, layoff, or jury duty, if the Employee does not return to
the employ of an Employee or Affiliate at the end of such period.

    


    In
granting or withholding Leaves of Absence, each Employer or Affiliate shall
apply uniform and non-discriminatory rules to all Employees in similar
circumstances.

    


    1.38          “NORMAL
RETIREMENT DATE” means the first day of the month coincident with or next
following the sixty fifth (65th) birthday of the Participant or Retired
Participant.

    


    1.39          “OPTION”
means any of the optional methods of payment of a Retirement Pension which a
Participant or Retired Participant may elect in accordance with Article
VI.

    


    1.40          “PARTICIPANT”
or “MEMBER” means any individual who has become a Participant in the Plan in
accordance with Sections 2.01, 2.02 or 2.06 and whose participation has not
terminated pursuant to Section 2.05.

    


    1.41          “PAST
FINAL AVERAGE COMPENSATION” means the amount which would have been obtained by
totaling the Compensation of a Participant for the five (5) consecutive full
calendar Years of Service during the last ten (10) calendar year period ending
on December 31, 1988 for which the Participant received his highest aggregate
Compensation (or his Compensation for the number of his consecutive full
calendar Years of Service ending December 31, 1988 if less than five (5)),
except that for purposes of Section 3.02(3), the calculation period shall end on
December 31, 1989 rather than December 31, 1988; and dividing said aggregate
Compensation by five (5) (or such number of consecutive full calendar Years of
Service if less than five (5)).


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    1.42          “PLAN
YEAR” means the twelve (12) consecutive month period beginning on January 1 and
ending on December 31 in any year commencing on or after January 1,
1980.

    


    1.43          “PRIMARY
SOCIAL SECURITY BENEFIT”

    


    (a)         
  means the estimated old age retirement benefit payable to a
Participant under the Federal Old-Age and Survivors Insurance System upon his
Retirement on his Normal Retirement Date or Deferred Retirement Date whichever
is applicable; provided, however, that (i) in the event that either his
Termination of Employment or December 31, 1989 occurs before his Normal
Retirement Date, his Primary Social Security Benefit shall be estimated by
computing such benefit, determined without regard to any Social Security benefit
increases that become effective after his Termination of Employment or December
31, 1988, whichever is later, as if in each calendar year beginning in the
calendar year in which occurred the earlier of his Termination of Employment or
1989, he continued to receive the same Compensation (defined as, Compensation in
the calendar year preceding the earlier of his Termination of Employment or
1989, but including overtime, bonuses and commissions otherwise excluded under
Section (b)), as he received in the Plan Year last preceding the earlier of his
Termination of Employment or 1989; and (ii) the Participant’s calendar year
earnings in the year of his Employment Commencement Date and for the prior
calendar years shall be estimated by applying a salary scale, projected
backwards, to the Participant’s Compensation for the calendar year immediately
following the calendar year of the Participant’s Employment Commencement Date,
such salary scale being the actual change in the average wages from year to year
as determined by the Social Security Administration.

    


    (b)       
    (1)  Notwithstanding the provisions of
Subsection (a), each Participant may have his Primary Social Security Benefit
determined on the basis on his actual salary history for the period ending on
the earlier of the Freeze Date, his Termination of Employment, or the December
31 applicable to the Participant for purposes of Subsection (a) within ninety
(90) days after the later of (A) his Termination of Employment or (B) the date
on which he is notified of the benefit to which he is entitled.

    


    (2)        
   As soon as practicable after a Participant’s
Termination of employment, the Administrative Committee shall mail or personally
deliver to the Participant a notice informing him (A) of his right to supply the
actual salary history described in Paragraph (b) (1), (B) of the financial
consequences of failing to supply such history and (C) that he can obtain such
actual salary history from the Social Security Administration.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Notwithstanding
anything contained herein to the contrary, under no circumstances shall the
Primary Social Security Benefit reflect compensation increases or Social
Security law changes after the Freeze Date.

    


    1.44          “QUALIFIED
JOINT AND SURVIVOR ANNUITY” means an annuity for the life of a Participant,
with, if the Participant is married to a Spouse on his Retirement Pension
Starting Date, a survivor annuity for the life of such Spouse which is: (a)
one-half (1⁄2) of the amount of the annuity payable during the joint lives of the
Participant and such Spouse (a “50% Qualified Joint and Survivor Annuity”); (b)
the full amount of the annuity payable during the joint lives of the Participant
and such Spouse; or (c) a QOSA.  Any benefit payable in the form of a
Qualified Joint and Survivor Annuity shall be the Actuarial Equivalent of the
Participant’s Retirement Pension.

    


    1.45          “QUALIFIED
OPTIONAL SURVIVOR ANNUITY” or “QOSA” means an annuity for the life of a
Participant, with, if the Participant is married to a Spouse on his Retirement
Pension Starting Date, a survivor annuity for the life of such Spouse which is
three-quarters (3/4) of the amount of the annuity payable during the joint lives
of the Participant and such Spouse.  Any benefit payable in the form
of a Qualified Optional Survivor Annuity shall be the Actuarial Equivalent of
the Participant’s Retirement Pension.

    


    1.46          “QUALIFIED
PRERETIREMENT SURVIVOR ANNUITY” means:

    


    (a) 
          in the case
of a Participant who dies after his Early Retirement Date, a monthly life
annuity for a Participant’s Spouse or Domestic Partner equal to fifty percent
(50%) of the benefit such Participant would have received had he retired on the
day before his death and commenced receiving his Retirement Pension on such
date, reduced in accordance with Section 5.01, except that no reduction shall be
made for the joint and survivor factor; and

    


    (b)  
         in the case of a
Participant who dies on or prior to his Early Retirement Date, a monthly life
annuity for a Participant’s Spouse  or Domestic Partner equal to fifty
percent (50%) of the benefit such Participant would have received if the
Participant’s Termination of Employment had occurred on the date of his death,
and such Participant had survived to his Early Retirement Date, had retired
immediately upon attainment of his Early Retirement Date and immediately
commenced receiving his Retirement Pension, reduced as provided in Section 5.01,
except that a reduction shall be made for the joint and survivor
factor.  The annuity described in this Subsection (b) shall commence
to be payable, at the election of such Spouse or Domestic Partner , as of the
first day of any month coincident with or next following the date on which the
Participant would have attained his Early Retirement Date.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (c)      
     in the case of any vested Participant
referred to in Section 4.04 of this Plan (a “Vested Terminated Participant”) who
dies on or prior to his Early Retirement or Normal Retirement, a monthly life
annuity for the Vested Terminated Participant’s Spouse or Domestic Partner equal
to fifty percent (50%) of the benefit such Vested Terminated Participant would
have received if the Vested Terminated Participant’s Termination of Employment
had occurred on the date of his death, and such Vested Terminated Participant
had survived to his Early Retirement Date, had retired immediately upon
attainment of his Early Retirement Date and immediately commenced receiving his
Retirement Pension, reduced as provided in Section 5.01, except that a reduction
shall be made for the joint and survivor factor.  The annuity
described in this Subsection (c) shall commence to be payable, at the election
of such Spouse or Domestic Partner , as of the first day of any month coincident
with or next following the date on which the Vested Terminated Participant would
have attained his Early Retirement Date.

    


    1.47          “REQUIRED
BEGINNING DATE”

    


    (a)          
 for a Participant who is not a five-percent (5%) owner (as defined
in Section 416 of the Code) in the Plan Year in which he attains age 701⁄2 and who
attains age 701⁄2 after December 31, 1998, April 1 of the calendar year following
the calendar year in which occurs the later of the Participant’s (i) attainment
of age 701⁄2 or (ii) Retirement.

    


    (b)           
for a Participant who (i) is a five-percent (5%) owner (as defined in
Section 416 of the Code) in the Plan Year in which he attains age 701/2, or (ii) attains age 701/2 before January 1, 1999, April
1 of the calendar year following the calendar year in which the Participant
attains age 701/2.

    


    1.48          “RETIRED
PARTICIPANT” means any Participant or former Participant who is entitled to
benefits pursuant to Article III, IV or V.

    


    1.49          “RETIREMENT”
means any Termination of Employment, other than by reason of death, on or after
an Employee’s Early or Normal Retirement Date.

    


    1.50          “RETIREMENT
PENSION” (a)  means the annual pension to which a Participant shall
become entitled pursuant to Article III, IV or V.  Except as otherwise
provided in this Plan, such Retirement Pension shall be a non-assignable annuity
payable in monthly installments, each of which shall be equal to one-twelfth
(1/12th) of the Retirement Pension determined pursuant to Article III, IV or V,
whichever is applicable.  The first payment of such Retirement Pension
shall be made in accordance with the appropriate provisions of Article III, IV
or V, and, except as otherwise provided in this Plan, the last such payment
shall be made on the first day of the month within which the Retired
Participant’s death occurs.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (b)      
     Nothing herein shall affect or lessen the
rights of any Participant or Beneficiary or the right of any Participant to
receive a Qualified Joint and Survivor Annuity or Qualified Optional Survivor
Annuity under the provisions of Section 3.03 or to elect any optional form of
payment under the provisions of Article VI.

    


    1.51          “RETIREMENT
PENSION STARTING DATE” means the date as of which a Retired Participant’s
Retirement Pension commences to be payable under the terms of this
Plan.  A Participant’s Retirement Pension Starting Date shall in no
event be later than the sixtieth (60th) day after the last day of the Plan Year
in which occurs the later of the date on which he attains the age of sixty-five
(65) years or the date of his Termination of Employment, but in no event later
than the Participant’s Required Beginning Date.

    


    1.52          “SPOUSE”
means, subject to applicable federal law:

    


    (a) 
          in the case
of a Participant who dies before his Retirement Pension Starting Date, his
lawfully married spouse on the date of his death if such spouse was married to
such Participant;

    


    (b)  
         in the case of a
Participant who dies on or after his Retirement Pension Starting Date, his
lawfully married spouse on his Retirement Pension Starting Date;
and

    


    (c)    
       a former spouse of the
Participant to the extent provided in a qualified domestic relations order as
described in Section 414(p) of the Code.

    


    1.53          “SPOUSAL
CONSENT” means with respect to the election by a married Participant not to
receive a Qualified Joint and Survivor Annuity pursuant to Section 3.03 or a
Qualified Preretirement Survivor Annuity pursuant to Section 7.02(a) or to the
consent of a Participant’s Spouse to the commencement of a Participant’s
Retirement Pension pursuant to Section 4.04 or 5.01, that

    


    (a)           
the Participant’s Spouse consents in writing to such election or
Retirement Pension commencement, and the Spouse’s consent acknowledges the
effect of such election and is witnessed by a member of the Administrative
Committee or by a notary public; or

    


    (b)           
it is established to the Administrative Committee’s satisfaction that the
consent required under Subsection (a) hereof is unobtainable because the
Participant is unmarried, because the Participant’s Spouse cannot be located, or
because of such other circumstances as the Secretary of the Treasury may by
regulation prescribe.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    Any such
consent and any such determination as to the impossibility of obtaining such
consent shall be effective only with respect to the individual who signs such
consent or with respect to whom such determination is made and not with respect
to any individual who may subsequently become the Spouse of such
Participant.

    


    1.54          “TERMINATION
OF EMPLOYMENT” means the date on which an Employee ceases to be employed by an
Employer or Affiliate for any reason; provided, however, that no Termination of
Employment shall be deemed to occur upon an Employee’s transfer from the employ
of one employer or Affiliate to the employ of another Employer or
Affiliate.

    


    1.55          “TOP
PAID GROUP” means the top twenty percent (20%) of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of “415 Compensation” (determined for this purpose in accordance with
Section 1.32) received from the Employer during such year.  All
Affiliated Employers shall be taken into account as a single employer, and
Leased Employees within the meaning of Sections 414(n)(2) and 414(o)(2) of the
Code shall be considered Employees unless such Leased Employees are covered by a
plan described in Section 414(n)(5) of the Code and are not covered in any
qualified plan maintained by the Employer.  Employees who are
non-resident aliens and who received no earned income (within the meaning of
Section 911(d)(2) of the Code from the Employer constituting United States
source income within the meaning of Section 861(a)(3) of the Code shall not be
treated as Employees.  Additionally, for the purpose of determining
the number of active Employees in any year, the following additional Employees
shall also be excluded; however, such Employees shall still be considered for
the purpose of identifying the particular Employees in the Top Paid
Group:

    


    (a) 
          Employees
with less than six (6) months of service;

    


    (b)  
         Employees who
normally work less than 171⁄2 hours per week;

    


    (c)    
       Employees who normally work
less than six (6) months during a year; and

    


    (d)     
      Employees who have not yet attained
age 21.

    


    1.56          “TREASURY
REGULATIONS” means the regulations promulgated by the Internal Revenue Service
and the Secretary of the Treasury under the Code.

    


    1.57          “TRUST”
means the trust forming part of this Plan.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    1.58          “TRUST
FUND” means all the assets of the Plan which are held by the
Trustee.

    


    1.59          “TRUSTEE”
means the persons or entity acting, at any time, as trustee of the Trust
Fund.

    


    1.60          “YEARS
OF SERVICE” means the following:

    


    (a) 
          all Plan
Years during each of which an Employee completes at least one thousand (1,000)
Hours of Service;

    


    (b)  
         for an Employee
employed by the Company as of December 31, 1979, “Years of Service” shall
include any calendar year during which he was employed on a full-time basis for
the entire year prior to the Effective Date by either the Company, or Donaldson,
Lufkin & Jenrette Inc. (“DLJ”), or an affiliated company of DLJ, or Wood,
Struthers & Winthrop, Inc. or Pershing Co., Inc.;

    


    (c)    
       in the case of any Plan Year
consisting of fewer than twelve (12) months, the number of Hours of Service
required to complete a Year of Service shall be determined by multiplying the
number of months in such short Plan Year by eighty-three and one-third
(83-1/3);

    


    (d)     
      for the purpose of applying the rules
in Section 4.03 to the eligibility provisions in Article II, pursuant to Section
2.06(c), Years of Service shall include the twelve (12) month period, beginning
on an Employee’s Employment Commencement Date, during which he has completed one
thousand (1000) Hours of Service; and

    


    (e)       
    solely for the purposes of the eligibility
provisions of Article II and the vesting provisions of Article IV and not for
purposes of determining Credited Service under Section 1.15, in the case of an
Employee who was an employee of Eberstadt Asset Management, Inc. (“Eberstadt”)
on November 20, 1984, service with Eberstadt on or prior to such date shall be
considered as service with an Employer or an Affiliate;

    


    (f)         
  any other provision of the Plan notwithstanding, including
but not limited to Section 3.02(b) and the proviso contained in Section
1.13(b)(2) solely for the purposes of the eligibility provisions of Article II
and the vesting provisions of Article IV and not for purposes of determining
Credited Service under Section 1.15, in the case of an Employee who was an
employee of Equitable Capital Management Corporation (“ECMC”) on July 22, 1993,
service with ECMC on or prior to such date shall be considered as service with
an Employer or an Affiliate;


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (g)    
       for purposes of determining an
Employee’s Early Retirement Date under the Plan, in the case of any individual
who became an Employee on March 3, 1970, such an Employee (whether or not
employed on January 1, 1993) shall be credited with a full Year of Service with
respect to calendar year 1970, regardless of whether a Year of Service would
otherwise have been credited under the Plan.

    


    (h)      
     solely for the purposes of the eligibility
provisions of Article II and the vesting provisions of Article IV and not for
purposes of determining Credited Service under Section 1.15, in the case of an
Employee who was an employee of either Shields Asset Management, Incorporated
(“Shields”) or Regent Investor Services Incorporated (“Regent”) on March 4, 1994
and on that date became an Employee of an Employer or an Affiliate, the
Employee’s service with Shields or Regent on or prior to such date shall be
considered as service with an Employer or an Affiliate.

    


    (i)          
  solely for the purposes of the eligibility provisions of
Article II and the vesting provisions of Article IV and not for purposes of
determining Credited Service under Section 1.15, in the case of an Employee who
was an employee of Cursitor Holdings, L.P. or Cursitor Holdings Limited
(individually and collectively, “Cursitor”) on February 29, 1996, and on that
date either was employed by or continued in the employment of Cursitor Alliance
LLC, Cursitor Holdings Limited, Draycott Partners, Ltd. or Cursitor-Eaton Asset
Management Company, the Employee’s service with Cursitor on or prior to that
date shall be considered as service with an Employer or an
Affiliate.

    


    (j)            
Notwithstanding anything herein to the contrary, Years of Service shall
not include any service for the Employer after the Freeze Date, except with
respect to vesting and eligibility for early retirement
benefits.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    ARTICLE
II

    ELIGIBILITY FOR
PARTICIPATION

    


    2.01          Each
Employee who was a Participant on the Restatement Effective Date shall remain a
Participant hereunder.

    


    2.02          An
Employee who does not become a Participant pursuant to Section 2.01 and who has
attained age twenty-one (21) shall become a Participant as follows:

    


    (a)  
         if he shall have
completed one thousand (1,000) Hours of Service during the twelve (12) month
period beginning on his Employment Commencement Date, he shall become a
Participant as of the Entry Date of the Plan Year in which occurs the end of
such twelve (12) month period;

    


    (b)   
        if he has not satisfied
the service requirements of Subsection (a), he shall become a Participant as of
the Entry Date of the Plan Year immediately following the first Plan Year in
which he completes one thousand (1,000) Hours of Service.

    


    2.03          If
an Employee has not attained age twenty-one (21) on the date on which he
satisfies the service requirement of Section 2.02, he shall become a Participant
on the Entry Date of the Plan Year in which he attains his twenty-first (21st)
birthday.

    


    2.04          If
the Administrative Committee so requests, an Employee who has qualified for
participation in the Plan shall file with the Administrative Committee a
statement in such form as the Administrative Committee may prescribe, setting
forth his age and giving such proof thereof as the Administrative Committee may
require.

    


    2.05          A
Participant shall cease to be a Participant as of either:

    


    (a) 
          the date of
his Termination of Employment if he incurs a Break in Service during the Plan
Year of such Termination of Employment or in the next succeeding Plan Year;
or

    


    (b)  
         the first day of
the first Plan Year in which he incurs a Break in Service, if he incurs a Break
in Service without incurring a Termination of Employment.

    


    2.06         (a)  
         A former Participant who
has incurred a Break in Service following a Termination of Employment and who is
re-employed by an Employer or Affiliate shall again become a Participant on the
earlier of:


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    (1)        
   his most recent Employment Commencement Date, if he
completes one thousand (1,000) Hours of Service during the twelve (12) month
period beginning on such date; or

    


    (2)      
     the first day of the first Plan Year
following his most recent Employment Commencement Date during which he completes
one thousand (1,000) Hours of Service.

    


    (b)      
     A former Participant who has incurred a
Break in Service without a Termination of Employment shall again become a
Participant as of the first day of the subsequent Plan Year during which he
completes one thousand (1,000) Hours of Service.

    


    (c)      
     If the provisions of Section 4.03 are
applicable to a former Participant, then Section 2.06(a) or (b) shall be
inapplicable, and such former Participant shall again become a Participant when
he satisfies the provisions of Section 2.02.

    


    2.07          An
Employee who is an Excluded Employee on the date on which he would otherwise
become a Participant pursuant to Sections 2.01, 2.02, 2.03 or 2.06, shall become
a Participant on the date, if any, on which he ceases to be an Excluded
Employee, if he is then an Employee.

    


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

    


    2.09          Notwithstanding
any other provision of the Plan, the following individuals shall not be eligible
to participate or be a Participant in this Plan:  (i) any person who
becomes an Employee on or after October 2, 2000 and (ii) employees of Sanford C.
Bernstein, Inc., Sanford C. Bernstein & Co., Inc. and Bernstein Technologies
Inc. and their subsidiaries who became Employees upon or after the consummation
of the transactions described in that certain Acquisition Agreement dated as of
June 20, 2000, as amended and restated as of October 2, 2000, among Alliance
Capital Management L.P., Alliance Capital Management Holding L.P., Alliance
Capital Management LLC, Sanford C. Bernstein Inc., Bernstein Technologies Inc.,
SCB Partners Inc., Sanford C. Bernstein & Co., LLC and SCB
LLC.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    ARTICLE
III

    RETIREMENT ON OR AFTER
NORMAL RETIREMENT DATE

    


    3.01          Each
Participant shall be retired no later than on his seventieth (70th) birthday if
permitted under the provisions of the Age Discrimination in Employment Act,
unless both he and his Employer agree that he shall be continued as an Employee
beyond that date.  Payments from the Plan shall begin in any event on
the Participant’s Required Beginning Date in accordance with Section 3.03(a),
applied as if the Participant’s Retirement occurred on the last day of the
calendar year immediately preceding his Required Beginning Date.  If a
Participant continues as an Employee following his Required Beginning Date, the
amount of the Participant’s Retirement Pension payable upon his actual
Retirement shall be actuarially reduced, using an investment rate of 6% and the
UP 1984 mortality table with ages set back one year, to reflect any payments the
Participant received prior to such Retirement following the Required Beginning
Date; provided, however, that the preceding reduction shall not apply to any
Participant who attained his Required Beginning Date before January 1,
1996.  Notwithstanding any provision of this Plan to the contrary, the
provisions of this Section  3.01 shall be construed in a manner that
complies with Section 401(a)(9) of the Code.  With respect to
distributions made on or after January 1, 2001 and prior to January 1, 2003, the
Plan will apply the minimum distribution requirements of Section 401(a)(9) of
the Code in accordance with the Treasury Regulations thereunder that were
proposed in January 2001, the provisions of which are hereby incorporated by
reference.  With respect to distributions made on or after January 1,
2003, notwithstanding any provision of this Plan to the contrary, the Plan will
apply the minimum distribution requirements of Section 401(a)(9) of the Code in
accordance with the final Treasury Regulations thereunder, as reflected in
Appendix A to the Plan.

    


    3.02         (a)  
         A Participant shall be
fully (100%) vested in his Accrued Benefit on his sixty-fifth (65th)
birthday.  Upon his Retirement on or after his Normal Retirement Date,
the Participant shall be entitled to receive a Retirement Pension, commencing on
such date, equal to:

    


    (1)            (A)          one
and one-half percent (1-1/2%) of his Average Final Compensation multiplied by
the number, not exceeding thirty-five (35), of his years of Credited Service
completed prior to his Retirement, reduced by

    


    (B) sixty-five one
hundredths of one percent (.65%) of his Final Average Compensation multiplied by
the number, not exceeding thirty five (35), of his years of Credited Service
completed prior to his Retirement, plus


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    (C) one percent
(1%) of his Average Final Compensation multiplied by the number, if any, of his
years of Credited Service exceeding thirty-five (35) completed prior to his
Retirement, or

    


    (2)           
(A)          one and
one-half percent (1-1/2%) of his Past Final Average Compensation multiplied by
the number of his years of Credited Service completed as of December 31, 1988,
reduced by

    


    (B) one and
two-thirds percent (1-2/3%) of his Primary Social Security Benefit multiplied by
the number of his years of Credited Service completed as of December 31, l988,
but in no event by more than eighty-three and a third percent (83-1/3%) of his
Primary Social Security Benefit, plus

    


    (C) one and
one-half percent (1-1/2%) of his Average Final Compensation multiplied by the
number, not exceeding thirty-five (35) (less the number of years of Credited
Service referred to in Paragraph (2) (A) hereof, but not reduced below zero), of
his years of Credited Service completed after 1988 and prior to January 1, 1991,
reduced by

    


    (D) sixty-five one
hundredths of one percent (.65%) of his Final Average Compensation multiplied by
the number, not exceeding thirty-five (35) (less the number of years of Credited
Service referred to in Paragraph (2) (A) hereof, but not reduced below zero), of
his years of Credited Service completed after 1988 and prior to January 1, 1991,
plus

    


    (E) one percent
(1%) of his Average Final Compensation multiplied by the number, if any, of his
years of Credited Service exceeding thirty-five (35) completed after 1988 and
prior to January 1, 1991.

    


    (3)      
     Notwithstanding Paragraphs (1) and (2)
above, in the case of a Participant who is not a Highly Compensated Employee
described in Section 414(q)(1)(A) or (B) of the Code, the Retirement Pension
shall not be less than:

    


    (A) one and
one-half percent (1-1/2%) of his Past Final Average Compensation multiplied by
the number of his years of Credited Service completed prior to 1990, reduced
by

    


    (B) one and
two-thirds percent (1-2/3%) of his Primary Social Security Benefit, multiplied
by the number of his years of Credited Service completed prior to 1990, but in
no event by more than eighty-three and one third percent (83-1/3%) of his
Primary Social Security Benefit.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    (b)       
    Notwithstanding Subsection (a), the Retirement
Pension of a Participant who is referred to in the proviso of Section 1.15(b)(2)
shall be reduced, but not below the amount computed under Subsection (a) without
regard to the Participant’s Credited Service referred to in that proviso, by the
retirement pension based on the Credited Service referred to in the proviso
which the Participant is entitled to receive upon his Retirement on or after his
Normal Retirement Date pursuant to the “defined benefit plan” of any Affiliate
referred to in the proviso or any successor or transferor plan or that he would
have been entitled to receive but for the prior payment of all or a portion of
his benefits under any such plan.

    


    (c)       
    Notwithstanding the foregoing, the retirement
pension to which a participant is entitled upon his actual date of Retirement
shall in no case be less than the Retirement Pension to which he would have been
entitled if he had retired on any earlier date on or after his Early Retirement
Date.

    


    (d)       
    Notwithstanding any other provision of this Plan,
the Retirement Pension of a Participant, calculated on a life annuity basis, may
not exceed $100,000 per year.

    


    (e)       
    Notwithstanding the foregoing, the Retirement
Pension of a Participant described in this subsection (e) shall be equal to the
greater of:

    


    (1)       
    the Participant’s Retirement Pension determined
under Section 3.02(a)-(d) as applied to the Participant’s total years of
Credited Service under the Plan; or

    


    (2)         
  the sum of:  (A) the Participant’s Retirement
Pension as of December 31, 1993, frozen in accordance with Treasury Regulation
Section 1.401(a)(4)-13, and (B) the Participant’s Retirement Pension determined
under 3.02(a)-(d), as applied to the Participant’s years of Credited Service
accrued after December 31, 1993.

    


    The
previous sentence shall apply only to a Participant whose Retirement Pension
determined on or after January 1, 1994 is based, at least in part, on
Compensation for a Plan Year beginning prior to January 1, 1994 that exceeded
$150,000.

    


    (f)      
      If a Participant (other than a 5%
owner as described in Section 414(q) of the Code) continues as an Employee after
the April 1 of the calendar year following the calendar year in which such
Participant attains age 701⁄2 (the “April 1 Date”), the provisions of this Section
3.02(f) shall apply in place of the provisions of Section 3.04(a) for periods of
employment after the April 1 Date.  The Participant’s Accrued Benefit,
determined as of any date after the April 1 Date, shall equal the greater
of:


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    (1)    
       the Actuarial Equivalent, as of
the date of such determination, of the Participant’s Accrued Benefit determined
as of the April 1 Date (if the determination is made in the Plan Year in which
the April 1 Date occurs), or determined as of the last day of the prior Plan
Year (if the determination is made in any later year), or

    


    (2)      
     the Participant’s Accrued Benefit
determined as of the last day of the prior Plan Year, increased by any
additional accrual due to Credited Service earned in the current Plan
Year.

    


    3.03         (a)      
     (1)   Notwithstanding any other
provision of the Plan and except as provided in Paragraph (2) hereof and in
Subsection (b), the Retirement Pension of a married Participant or former
married Participant shall be paid in the form of a 50% Qualified Joint and
Survivor Annuity , and if the Participant is not married, in the form of a
Single Life Annuity.

    


    (2)    
       Distribution to a Participant in a
single sum payment of the entire Actuarial Equivalent of the Accrued Benefit to
which he has become entitled shall be made:

    


    (A) if such
distribution is made prior to the date on which payment of the Qualified Joint
and Survivor Annuity or Qualified Optional Survivor Annuity commences and the
amount of such distribution is $5,000 or less; or

    


    (B) in any case not
described in subparagraph (A), with the written consent of the Participant and
his Spouse (or, if the Participant has died, of his surviving
Spouse).

    


    For
purposes of this Subsection, if the Actuarial Equivalent of the Retirement
Pension to which a Participant has become entitled is zero, the Participant
shall be deemed to have fully received a distribution of such zero Retirement
Pension in a single sum.

    


    Effective
as of March 28, 2005, single sum payments pursuant to subparagraph 3.03(a)(2)(A)
will be made without the Participant’s consent if the amount of the distribution
is $1,000 or less and will be made only with the Participant’s consent if the
amount exceeds $1,000 but is not in excess of $5,000.

    


    (b)           
A Participant or former Participant shall have the right to elect, during
the 180 day period (90 day period prior to January 1, 2007) terminating on his
Retirement Pension Starting Date and subject to Spousal Consent, not to receive
his Retirement Pension in the form of a Qualified Joint and Survivor
Annuity.   Any election made under this Subsection (b) may be
revoked at any time and, once revoked, may be made again.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    (c)      
     The Administrative Committee shall provide
to each Participant, no less than 30 days and no more than 180 days (90 days
before January 1, 2007) before his or her Retirement Pension Starting Date, a
written explanation of:

    


    (1)       
    the terms and conditions of the Qualified Joint
and Survivor Annuity;

    


    (2)        
   the Participant’s right to make, and the effect of, an
election under Subsection (b) to waiver the Qualified Joint and Survivor
Annuity; and

    


    (3)         
  the rights of the Participant’s Spouse with respect to such
election; and

    


    (4)          
 the right to make, and the effect of, a revocation of any such
election.

    


    A
Participant may elect (with any applicable spousal consent) to waive the
requirement that the written explanation be provided at least 30 days before the
Retirement Pension Starting Date if the distribution commences more than 7 days
after such explanation is provided.

    


    (d)     
      The written notification described in
Subsection (c) shall be furnished by the Administrative Committee by mail or
personal delivery to the Participant or, to the extent permitted by regulations,
by posting such notification, in accordance with Treasury Regulation Section
1.7476-2(c) (1), at all locations normally used by the Employer for the posting
of employee matters.

    


    (e)       
    If a Participant so requests on or before the
sixtieth (60th) day after the information described in Subsection (c) is
furnished to him (or by such later date as the Administrative Committee shall
prescribe), within thirty (30) days after its receipt of such request,
personally deliver or mail to him a written explanation of the terms and
conditions of the Qualified Joint and Survivor Annuity and Qualified Optional
Survivor Annuity and of the financial effect on the Participant’s Retirement
Pension (in terms of dollars per Retirement Pension payment), of electing and of
not electing to receive benefits in such form.

    


    (f)          
  A Participant who elects not to receive his Retirement
Pension in the form of a Qualified Joint and Survivor Annuity or whose Spouse
does not meet the requirements of Section 1.52 shall receive his Retirement
Pension in the form specified by the Option which he has elected pursuant to
Article VII or, if no such Option has been elected, in the form of an annuity
for his own life.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    3.04         Notwithstanding
anything to the contrary contained in this Plan (except to the extent otherwise
provided in Section 3.02(f)),

    


    (a)           If
a Participant continues as an Employee after his Normal Retirement Date, the
Participant’s Accrued Benefit shall be actuarially increased to take into
account the period after his Normal Retirement Date during which the Participant
was not receiving any benefits under the Plan.  The Participant’s
Accrued Benefit, determined as of any date after his Normal Retirement Date,
shall equal the greater of:

    


    (1)           the
Actuarial Equivalent, as of the date of such determination, of the Participant’s
Accrued Benefit determined as of his Normal Retirement Date (if the
determination is made in the Plan Year in which he reaches his Normal Retirement
Date), or determined as of the last day of the prior Plan Year (if the
determination is made in any later year), or

    


    (2)           the
Participant’s Accrued Benefit determined as of the last day of the prior Plan
Year, increased by any additional accrual due to Credited Service earned in the
current Plan Year.

    


    (b)           If
a Participant, after his Normal Retirement Date, again becomes an Employee, his
Retirement Pension shall be suspended during the period of his
reemployment.  The amount of such reemployed Participant’s Retirement
Pension payable upon his subsequent retirement shall be determined in accordance
with Section 3.04(a), except that (1) the Participant’s date of reemployment
shall be substituted for the Participant’s Normal Retirement Date and (2) such
Retirement Pension shall be reduced by the Actuarial Equivalent of the
retirement benefits previously received.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    ARTICLE
IV

    VESTING

    


    4.01         (a)  Participant
whose Termination of Employment occurs, other than by reason of his death or
Disability, prior to his Early Retirement Date, shall have a vested interest in
his Accrued Benefit determined in accordance with the following
schedule:

    


    
      
        
          
            	
                    Years of Service

                  	
                    Percentage Vested

                  
	
                    Fewer
      than Five

                  	
                       
      0%

                  
	
                    Five
      or more

                  	
                    100%

                  


          

        

      

    

    


    provided
that the applicable percentage for a Participant who had four (4) but fewer than
five (5) Years of Service prior to October 25, 1989 shall in no event be less
than forty percent (40%).

    


    (b)        
   Notwithstanding the foregoing, a Participant shall be
fully (100%) vested upon his death, upon his Termination of Employment due to
Disability, or upon attaining his Early Retirement Date.

    


    4.02          If
a former Employee again becomes an Employee after having incurred a Break in
Service, the Years of Service which he had completed prior to such Break in
Service shall be disregarded for all purposes under this Plan until he shall
have completed one (1) Year of Service after such Break in Service.

    


    4.03          If
a former Employee:

    


    (a) 
          has incurred
a number of consecutive Breaks in Service which equals or exceeds the greater of
(i) five (5) or (ii) the number of his Years of Service before such Breaks in
Service;

    


    (b)  
         had no vested
interest in his Accrued Benefit at the time of such Break in Service;
and

    


    (c)    
       again becomes an Employee, his
Years of Service prior to such Breaks in Service shall be disregarded for all
purposes under this plan.

    


    4.04         (a)  A
vested Participant whose Termination of Employment occurs, other than by reason
of his death or Disability, prior to his Early Retirement Date shall be entitled
to a Retirement Pension:

    


    (1)    
       commencing on his Early
Retirement Date; or


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    (2)       
    at his written election, commencing on the first
day of any month after his Early Retirement Date but not later than his Normal
Retirement Date;

    


    and which
is the Actuarial Equivalent, as of his Retirement Pension Starting Date, of his
Accrued Benefit; provided, that without the written consent of the Participant,
and if the Participant is married, Spousal Consent, such Retirement Pension
shall not commence prior to his Normal Retirement Date if the Actuarial
Equivalent of such Retirement Pension is greater than $5,000 (for Participants
whose Termination of Employment occurs before January 1, 1998,
$3,500).

    


    (b)      
     Notwithstanding any other provision of this
Plan, if a Participant is entitled to a Retirement Pension pursuant to the
provisions of this Article IV, such Retirement Pension shall be paid in
accordance with the provisions of Section 3.04.

    


    4.05          In
the case of a former Participant who is reemployed by any Employer or an
Affiliate before such Participant’s Normal Retirement Date:

    


    (a)    
       if he is receiving a Retirement
Pension at the time of his reemployment, such Retirement Pension shall be
suspended during the period of his reemployment, and any years of Credited
Service with respect to which he has received any benefits under this Plan shall
be taken into account for purposes of determining his benefit under benefit
accrual provisions of Section 3.02 or Subsection 11.04(2), but the amount of his
Retirement Pension, when payable, shall be reduced by the Actuarial Equivalent
of such benefits previously received;

    


    (b)     
      if he had received a single sum
distribution (or been deemed to have received such a distribution under
Subsection 3.03(a)(2) hereof) or any optional payment under the terms of the
Plan, his Years of Credited Service with respect to which he had received any
benefits under this Plan shall be taken into account for purposes of determining
his benefit under the benefit accrual provisions of Section 3.01 or Subsection
11.04(2), but the amount of his Retirement Pension, when payable, shall be
reduced by the Actuarial Equivalent of the benefits previously
received.  In the case of an Employee whose period of reemployment
extends beyond his Normal Retirement Date, the provisions of Section 3.04(a)
shall apply in addition to the provisions of this Section 4.05.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    ARTICLE
V

    EARLY RETIREMENT AND
DISABILITY BENEFIT

    


    5.01          Upon
Retirement on or after his Early Retirement Date but before his Normal
Retirement Date, a Participant shall be entitled to elect to receive, with his
written consent and the consent of his Spouse, if applicable, a Retirement
Pension commencing on:

    


    (a) 
          the first day
of the month coincident with or next following the date of his Retirement;
or

    


    (b)  
         the first day of
any month which precedes his Normal Retirement Date;

    


    which is
the Actuarial Equivalent as of his Normal Retirement Date of his Accrued
Benefit.

    


    Notwithstanding
the foregoing, however, in no event shall the Participant’s Retirement Pension
payable pursuant to this Section 5.01 be less than the Participant’s Retirement
Pension determined under this Section as of December 31, 1995 based on the
Annuity Purchase Rate and mortality determined by application of the UP-1984
mortality table set back one year.

    


    5.02          Upon
a Participant’s Termination of Employment due to Disability, he shall be fully
(100%) vested in his Accrued Benefit and shall be entitled to receive a
Retirement Pension commencing on his Normal Retirement which is equal to his
Accrued Benefit as of the date of his Termination of Employment.

    


    5.03          Notwithstanding
any other provision of this Plan, if a Participant is entitled to a Retirement
Pension pursuant to the provisions of this Article V, such Retirement Pension
shall be paid in accordance with the provisions of Section
3.04.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    ARTICLE
VI

    OPTIONAL METHODS OF
PAYMENT

    


    6.01          The
optional methods of payment set forth in this Section 6.01 shall be available
under the Plan and shall be elected in the manner provided herein.

    


    (a)           
Election
Procedure.

    


    A
Participant or Retired Participant may elect any of the Options provided herein,
which Option shall be the Actuarial Equivalent (determined as of his Retirement
Pension Starting Date) of the Retirement Pension otherwise payable to him in
accordance with Article III, IV or V, whichever is applicable; provided,
however, that no Option may be elected which would permit his Beneficiary (other
than his Spouse) to receive a benefit which is fifty percent (50%) or more of
the Actuarial Equivalent (determined as of the Participant’s projected
Retirement Pension Starting Date) of the combined benefits payable to such
Beneficiary and such Participant or Retired Participant.  Such
election shall be made in accordance with Section 3.03(b).  Except as
otherwise provided in this Article VI, an Option shall become effective on the
later of (1) the date a Participant elects an Option, or (2) his Retirement
Pension Starting Date.  If a Participant or Retired Participant dies
before the date on which an Option becomes effective, any election of such
Option shall be null and void.  A married Participant may elect an
Option only if he elects, in accordance with Section 3.03, not to receive
benefits in the form of a Qualified Joint and Survivor Annuity or Qualified
Optional Survivor Annuity.

    


    (b)           
The following
Options may be elected by a Participant:

    


    Option 1

    


    Life
Annuity:  A Participant or Retired Participant may elect to
receive his Retirement Pension in the form of an annuity for his own life
only.

    


    Option 2

    


    Joint and Survivor
Annuity:  (1)  A Participant or Retired Participant
may elect to receive an actuarially adjusted Retirement Pension payable to
himself in equal monthly installments for his lifetime and thereafter payable to
his Beneficiary, if such Beneficiary survives him, in equal monthly installments
at a rate of fifty percent (50%), seventy-five percent (75%) or one hundred
percent (100%), as the Participant or Retired Participant may designate, of the
Retirement Pension payable during their joint lifetimes.  Election of
this Option is conditioned upon the statement of the name and gender of the
Beneficiary in such election, and in addition, the delivery to the
Administrative Committee within ninety (90) days after filing such election of
proof, satisfactory to the Administrative Committee, of the age of the
Beneficiary.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    (2)           If
his Beneficiary dies before the Retirement Pension Starting Date of the
Participant or Retired Participant, any election of this Option 2 shall be null
and void.

    


    (3)           If
his Beneficiary dies after the Retired Participant’s Retirement Pension Starting
Date, the election of this Option 2 shall be effective, and the Participant or
Retired Participant shall receive or continue to receive the same actuarially
adjusted Retirement Pension as if his Beneficiary had not predeceased
him.

    


    Option 3

    


    Life Annuity - Period
Certain:  A Participant or Retired Participant may elect to
receive an actuarially adjusted Retirement Pension payable in equal monthly
installments for his lifetime or over a period certain not longer than the
greater of the Participant’s life expectancy on his Retirement Pension Starting
Date, or the joint life and last survivor expectancy of the Participant or
Retired Participant and his Beneficiary on his Retirement Pension Starting Date,
determined under the Treasury Regulations under Section 72 of the
Code.  If the Participant or Retired Participant dies prior to the end
of the period certain, the remaining installments shall be paid to his
Beneficiary.  Notwithstanding the foregoing, effective 180 days after
the adoption of this amended and restated Plan document, the period certain
option shall be limited to a period certain of either ten (10) years or fifteen
(15) years as elected by a Participant.

    


    Option 4

    


    Single Sum
Distribution:  A Participant or Retired Participant may elect
to receive the Actuarial Equivalent of his Accrued Benefit, computed as of his
Retirement date, in the form of a single sum distribution. Such amount shall be
paid to him, or, if he dies between the date on which the distribution first
becomes payable and the date of actual distribution, to his Beneficiary, within
sixty days after the date which would otherwise have been his Retirement Pension
Starting Date; provided, however, that the entire amount shall be distributed
within a single taxable year of the recipient.  In no event shall a
Participant’s benefit payable under this Option 4 be less than would have been
payable under the terms of the Plan in effect on December 31, 1995 based on the
Participant’s Accrued Benefit as of that date.

    


    Option 5

    


    Payment in
Installments:  A Participant or Retired Participant may elect
to have the Actuarial Equivalent of his Accrued Benefit, computed as of his
Retirement date, paid to him in approximately equal installments, payable no
less often than annually, over a period certain not longer than the greater of
the Participant’s life expectancy on his Retirement Pension Starting Date, or
the joint life and last survivor expectancy of the Participant or Retired
Participant and his Beneficiary on his Retirement Pension Starting Date,
determined under the Treasury Regulations under Section 72 of the
Code.  If the Participant or Retired Participant dies prior to the end
of the period certain, the remaining installments shall be paid to his
Beneficiary.  In no event shall a Participant’s benefit payable under
this Option 5 be less than would have been payable under the terms of the Plan
in effect on December 31, 1995 based on the Participant’s Accrued Benefit as of
that date.  Notwithstanding the foregoing, effective 180 days after
the adoption of this amended and restated Plan document, the installment option
shall be limited to a period certain of either ten (10) years or fifteen (15)
years as elected by a Participant.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    (c)        
   Change of
Option:

    


    A
Participant or Retired Participant may elect to change the Option then in effect
at any time during the period provided in Subsection (a) within which an Option
may be elected; provided, however, that a Participant or Retired Participant may
not elect to change the Option then in effect more frequently than once during
any consecutive twelve (12) month period.

    


    (d)         
  Designation of
Beneficiary:

    


    (1) 
          Upon receipt
of notification from the Administrative Committee that he has qualified for
participation in the Plan, a Participant may designate a Beneficiary or
Beneficiaries and a successor Beneficiary or Beneficiaries.  A
Participant or Retired Participant may change such designation from time to time
by filing a new designation with the Administrative Committee.  No
change of Beneficiary shall require the consent of any previously designated
Beneficiary, and no Beneficiary shall have any rights under this Plan except as
specifically provided by its terms.

    


    (2)   
        If a Retired Participant
(other than one who has elected Option 1 or 2) has failed to designate a
Beneficiary, or if his Beneficiary has predeceased him, or if he has instructed
the Administrative Committee in writing to designate a Beneficiary, the
Administrative Committee shall designate a Beneficiary or Beneficiaries on his
behalf, but only from among his Spouse, descendants (including adoptive
descendants), parents, brothers and sisters, or nephews and nieces; provided,
however, that if the Retired Participant had instructed the Administrative
Committee in writing to designate in a specified order or from a specified
group, the Administrative Committee shall act only in accordance with such
written instructions.  If a Retired Participant has no validly
designated Beneficiary, the Actuarial Equivalent of any amounts which would
otherwise have been payable to a Beneficiary shall be paid to the Retired
Participant’s estate.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    (3)     
      If the Beneficiary of a Participant
or Retired Participant predeceases him the rights of such Beneficiary shall
thereupon terminate.

    


    (4)      
     If a Retired Participant dies after any
installment of his Retirement Pension has become due but has not yet been paid
to him, the balance of such installment shall be paid to his
Beneficiary.

    


    6.02          The
Administrative Committee is authorized and empowered from time to time to adopt
and fairly to administer regulations relating to the exercise or operation of an
Option; provided, however, that no such regulation shall be inconsistent with
the provisions of Section 6.01.  Without limiting the generality of
the foregoing such regulations may prescribe:

    


    (a) 
          such terms
and conditions as the Administrative Committee shall deem appropriate in respect
of the exercise of any Option;

    


    (b)  
         the form of
application;

    


    (c)    
       any information or proof
thereof to be furnished by a Participant, a Retired Participant or a Beneficiary
in connection with any Option; and

    


    (d)     
      any other requirement or condition
relating to any Option.

    


    6.03          The
Administrative Committee may, in its sole discretion, at any time or from time
to time, provide the benefits to which any Retired Participant or his
Beneficiary is entitled under this Plan by purchase of any form of nonassignable
annuity contract.  Upon the purchase of any such contract, the rights
of the Retired Participant and his Beneficiary to receive any payments pursuant
to this Plan shall be exclusively limited to such rights as may accrue under
such contract, and neither such Retired Participant nor his Beneficiary shall
have any further claim against his Employer, the Administrative Committee, the
Trustee or any other person.

    


    6.04          If,
at any time, any Retired Participant or his Beneficiary is, in the judgment of
the Administrative Committee, legally, physically or mentally incapable of
personally receiving and receipting for any payment due hereunder, payment may,
in the discretion of the Administrative Committee, be made to the guardian or
legal representative of such Retired Participant or Beneficiary or, if none
exists, to any other person or institution which, in the judgment of the
Administrative Committee, is then maintaining, or then has custody of, such
Retired Participant or Beneficiary.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    6.05          Notwithstanding
anything to the contrary contained in this Plan:

    


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

    


    (b)  
         Distributions, if
not made in a single sum, may only be made over one of the following periods (or
a combination thereof):

    


    (1)    
       the life of the
Participant,

    


    (2)     
      the life of the Participant and
Designated Beneficiary,

    


    (3)      
     a period certain not extending beyond the
life expectancy of the Participant, or

    


    (4)       
    a period certain not extending beyond the joint
and last survivor expectancy of the Participant and his Designated
Beneficiary.

    


    (c)        
   If the Participant dies after distribution of his or
her interest has begun, the remaining portion of such interest will continue to
be distributed at least as rapidly as under the method of distribution being
used prior to the Participant’s death.

    


    (d)         
  If the Participant dies before distribution of his or her
interest begins, distribution of the Participant’s entire interest shall be
completed by December 31 of the calendar year containing the fifth (5th)
anniversary of the Participant’s death except to the extent that an election is
made to receive distributions in accordance with (1) or (2) below:

    


    (1)           
If any portion of the Participant’s interest is payable to a Beneficiary,
distributions may be made over the life or over a period certain not greater
than the life expectancy of the Designated Beneficiary commencing on or before
December 31 of the calendar year immediately following the calendar year in
which the Participant died;

    


    (2)      
     If the Beneficiary is the Participant’s
surviving Spouse, the date distributions are required to begin in accordance
with (a) above shall not be earlier than December 31 of the calendar year in
which the Participant would have attained age 70-1/2;

    


    (3)       
    If the surviving Spouse dies before the
distributions to such spouse begin, the provisions of this Section 6.05(d),
shall be applied as if the surviving spouse were the
Participant.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    (e)       
    Any amount paid to a child of the Participant
will be treated as if it has been paid to the surviving Spouse if the amount
becomes payable to the surviving spouse when the child reaches the age of
majority.

    


    (f)          
  The life expectancy of a Participant and his Spouse may be
recalculated annually.  The life expectancy of a non-Spouse
beneficiary may not be recalculated.

    


    (g)          
 Notwithstanding any provision of this Plan to the contrary, the
provisions of this Section 6.05 shall be construed in a manner that complies
with Section 401(a)(9) of the Code.  With respect to distributions
made on or after January 1, 2001 and prior to January 1, 2003, the Plan will
apply the minimum distribution requirements of Section 401(a)(9) of the Code in
accordance with the Treasury Regulations thereunder that were proposed in
January 2001, the provisions of which are hereby incorporated by
reference.  With respect to distributions made on or after January 1,
2003, notwithstanding any provision of this Plan to the contrary, the Plan will
apply the minimum distribution requirements of Section 401(a)(9) of the Code in
accordance with the final Treasury Regulations thereunder, as reflected in
Appendix A to the Plan.

    


    6.06          Notwithstanding
anything contained herein to the contrary, unless the Participant elects
otherwise, distributions to the Participant will commence no later than the 60th
day after the close of the Plan Year in which occurs the latest of:

    


    (1) 
          the
Participant’s attainment of age 65;

    


    (2)  
         the 10th
anniversary of the year in which the Participant commenced participation in the
Plan; or

    


    (3)   
        the Participant’s
termination of service with the Employer.

    


    Notwithstanding
the foregoing, the failure of a Participant and his Spouse to consent to a
distribution at any time that any portion of the Accrued Benefit could be
distributed to the Participant or his surviving Spouse prior to the time the
Participant attains (or would have attained if not deceased) age 65, shall be
deemed to be an election to defer payment of any benefit sufficient to satisfy
this Section 6.06.


    
      
         


      

      
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    ARTICLE
VII

    DEATH
BENEFIT

    


    7.01          No
benefits under this Plan shall be payable on account of the death of a
Participant or Retired Participant other than a death benefit pursuant to
Section 3.03, an Option validly elected under Article VI, or this Article
VII.

    


    7.02          (a)  Except
as provided in Subsection (b), if a Participant who is vested in any portion of
his Accrued Benefit should die prior to his Retirement Pension Starting Date,
his Spouse or Domestic Partner shall be entitled to receive a Qualified
Preretirement Survivor Annuity.

    


    (b)           
Notwithstanding any other provision of this Article VII, distributions of the
Actuarial Equivalent of the Qualified Preretirement Survivor Annuity to which a
surviving Spouse  or Domestic Partner has become entitled shall
immediately be made or commence to be made to the surviving Spouse or Domestic
Partner in a form other than the Qualified Preretirement Survivor
Annuity:

    


    (1) 
          if such
distribution is made prior to the date on which payments of the Qualified
Preretirement Survivor Annuity commence and the amount of such distribution is
$5,000 (for Participants whose Termination of Employment occurs before January
1, 1998, $3,500) or less; or

    


    (2)  
         in any case not
described in Paragraph (1), with the written consent of such surviving
Spouse.

    


    7.03         (a)  The
Administrative Committee shall provide each Participant within the “applicable
period” for such Participant a written explanation of the Qualified
Preretirement Survivor Annuity comparable to the explanation required in Section
3.03(c).

    


    (b)           
The applicable period is whichever of the following periods ends
last:

    


    (1)  
         the period
beginning with the first day of the Plan Year in which the Participant attains
age 32 and ending with the close of the Plan Year preceding the Plan Year in
which the Participant attains age 35;

    


    (2)    
       “a reasonable period” ending
after the individual becomes a Participant; and

    


    (3)     
      “a reasonable period” ending after
this Section 7.03 first applies to the Participant.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    For
purposes of this Section 7.03, “a reasonable period” is the end of the two year
period beginning one year prior to the date the applicable event occurs, and
ending one year after that date.

    


    (c)          
 Notwithstanding the foregoing in the case of a Participant who separates
from service before the Plan Year in which age 35 is attained, notice shall be
provided within the two year period beginning one year prior to separation and
ending one year after separation.  If the Participant thereafter
returns to employment with the Employer, the “applicable period” for such
participant shall be redetermined.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    ARTICLE
VIII

    DIRECT ROLLOVER
DISTRIBUTIONS

    


    8.01          Upon
receiving directions from a Member who is eligible to receive a distribution
from the Plan which constitutes an eligible rollover distribution, as defined in
Section 402(c)(4)of the Code, to transfer all or any part of such distribution
to an eligible retirement plan, as defined in Section 402(c)(8)(B) or to a Roth
IRA under Section 408A (subject to the restrictions therein), the Administrative
Committee shall cause the portion of the distribution which the Participant has
elected to so transfer to be transferred directly to such eligible retirement
plan; provided, however, that the Participant shall be required to notify the
Administrative Committee of the identity of the eligible retirement plan at the
time and in the manner that the Administrative Committee shall prescribe and the
Administrative Committee may require the Participant or the eligible retirement
plan to provide a statement that the eligible retirement plan is intended to be
qualified under Section 401(a) of the Code (if the plan is intended to be so
qualified) or otherwise meets the requirements necessary to be an eligible
retirement plan.

    


    8.02          Upon
receiving instructions from a Beneficiary who is the Participant’s Spouse who is
eligible to receive a distribution pursuant to the Plan that constitutes an
eligible rollover distribution as defined in Section 402(c)(4) of the Code, to
transfer all or any part of such distribution to a plan that constitutes an
eligible retirement plan under Section 402(c)(8)(B) of the Code with respect to
that distribution, the Administrative Committee shall cause the portion of the
distribution which such Spouse has elected to so transfer to the eligible
retirement plan so designated; provided, however, that the Spouse shall be
required to notify the Administrative Committee of the identity of the eligible
retirement plan at the time and in the manner that the Administrative Committee
shall prescribe.

    


    8.03          The
Administrative Committee may accomplish the direct transfer described in Section
8.01 or Section 8.02, as applicable, by delivering a check to the Participant or
Spouse (in each case, a “Distributee”) which is payable to the trustee,
custodian or other appropriate fiduciary of the eligible retirement plan, or by
such other means as the Administrative Committee may in its discretion
determine.  The Administrative Committee may establish such rules and
procedures regarding minimum amounts which may be the subject of direct
transfers and other matters pertaining to direct transfers as it deems necessary
from time to time.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    8.04          Effective
for distributions made pursuant to the Plan after December 31, 2006, in the case
of an “eligible rollover distribution” to a nonspousal distributee (a “Nonspouse
Rollover”), an “eligible retirement plan” is an individual retirement account
described in Section 408(a) of the Code or an individual retirement annuity
described in Section 408(b) of the Code that was established for the purpose of
receiving the distribution on behalf of such nonspousal
distributee.  In order for such eligible retirement plan to accept a
Nonspouse Rollover on behalf of a nonspousal distributee (1) a direct
trustee-to-trustee transfer must be made to such eligible retirement plan and
shall be treated as an eligible rollover distribution for purposes of the Code,
(2) the individual retirement plan shall be treated as an inherited individual
retirement account or individual retirement annuity (within the meaning of
Section 408(d)(3)(C) of the Code) for purposes of the Code, and (3) Section
401(a)(9)(B) of the Code (other than clause (iv) thereof) shall apply to such
plan.  Any Nonspouse Rollover shall be made in accordance with the
Pension Protection Act of 2006, Internal Revenue Service Notice 2007-7 and any
subsequent guidance.


    
      
         


      

      
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    ARTICLE
IX

    EMPLOYER CONTRIBUTION AND
FUNDING POLICY

    


    9.01          This
Plan contemplates that each Employer shall, from time to time, contribute such
amounts as may, in accordance with Section 412 of the Code and sound actuarial
principles (as recommended by an actuary enrolled pursuant to Section 3042 of
ERISA), be deemed necessary by such Employer to provide the benefits
contemplated hereunder.

    


    9.02          All
contributions made by any Employer shall be paid directly to the Trustee for
deposit in the Trust Fund.

    


    9.03          Any
forfeiture arising under the provisions of this Plan shall be applied to reduce
contributions which would otherwise be required to be made by the Employers
pursuant to Section 9.01.

    


    9.04          The
Company shall establish a funding policy and method consistent with the
objectives of the Plan and the requirements of Title I of ERISA.  In
establishing and reviewing such funding policy and method, the Company shall
endeavor to determine the Plan’s short-term and long-term financial needs,
taking into account the need for liquidity to pay benefits and the need for
investment growth.


    
      
         


      

      
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    ARTICLE
X

    LIMITATIONS ON
BENEFITS

    


    10.01        The
limitations of this Section 10.01 shall apply in limitation years beginning
prior to July 1, 2007, except as otherwise provided herein.

    


    (a)           
The limitations of Section 415 of the Code applicable to “defined benefit
plans” as defined in Section 414(j) of the Code are hereby incorporated by
reference in this Plan; provided, however, that where the Code so provides,
benefit limitations in effect under prior law shall be applicable to benefits
accrued as of the last effective day of such prior law.  In the case
of a Participant who is, or has ever been, a participant in one or more “defined
contribution plans” as defined in Section 414(i)  of the Code
maintained by Employer or any predecessor of the Employer, if benefits or
contributions need to be reduced due to the application of Section 415(e) of the
Code, then benefits under this Plan shall be reduced with respect to the
affected Participant before any contributions credited to the Participant under
any defined contribution plan maintained by the Employer shall be
reduced.  Notwithstanding the foregoing, the limitations of Section
415(e) of the Code shall cease to apply as of the first day of the first Plan
Year beginning on or after January 1, 2000.

    


    (b)           
For purposes of applying the limitations described in this Section 10.01,
if benefits under the Plan are received in any form other than a straight life
annuity, or if such benefits relate to rollover contributions to the Plan, then
such benefit must be adjusted to a straight life annuity, beginning at the same
age, which is the actuarial equivalent of such benefit.  In order to
determine the actuarial equivalence of different forms of benefit payment for
this purpose, the interest rate assumptions may not be less than the greater of
five percent (5%) or the rate specified for purposes of Section 1.02 of the
Plan.  For limitation years beginning on or after January 1, 1995, the
actuarially equivalent straight life annuity for purposes of applying the
limitations under Section 415(b) of the Code to benefits that are not subject to
Section 417(e)(3) of the Code is equal to the greater of the equivalent annual
benefit computed using the interest rate and mortality table, or tabular factor,
specified in Section 1.02 of the Plan for actuarial equivalence for the
particular form of benefit payable, and the equivalent annual benefit computed
using a five percent (5%) interest rate assumption and the applicable mortality
table.  For Plan benefits subject to Section 417(e)(3) of the Code,
the equivalent annual straight life annuity is equal to the greater of the
equivalent annual benefit computed using the interest rate and mortality table,
or tabular factor, specified in Section 1.02 of the Plan for actuarial
equivalence for the particular form of benefit payable, and the equivalent
annual benefit computed using the annual interest rate on 30-year Treasury
securities as specified by the Commissioner of the Internal Revenue Service, and
the mortality table described in Revenue Ruling 2001-62 or any successor table
(Revenue Ruling 95-6 for distributions with annuity starting dates prior to
December 31, 2002).  For limitation years beginning in 2004 or 2005,
for the purposes of determining the Actuarial Equivalent value for a form of
payment that is subject to Section 417(e)(3) of the Code, the interest rate
assumption shall be the greater of (i) the Applicable Interest Rate or (ii) five
and one half percent (5.5%).  For limitation years beginning in 2006
and thereafter, for the purposes of determining the Actuarial Equivalent value
for a form of payment that is subject to Section 417(e)(3) of the Code, the
interest rate assumption shall be the greater of (i) the Applicable Interest
Rate, (ii) five and one half percent (5.5%) or (iii) the rate that provides a
benefit of not more than 105% of the benefit that would be provided if the rate
(or rates) applicable in determining minimum lump sums were
used.


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    10.02        The
limitations of this Section 10.02 shall apply in limitation years beginning on
or after July 1, 2007, except as otherwise provided herein.

    


    (a)           
The application of the provisions of this Section 10.02 shall not cause
the maximum permissible benefit for any Participant to be less than the
Participant’s accrued benefit under all the defined benefit plans of the
Employer or a predecessor employer as of the end of the last limitation year
beginning before July 1, 2007 under provisions of the plans that were both
adopted and in effect before April 5, 2007. The preceding sentence applies only
if the provisions of such defined benefit plans that were both adopted and in
effect before April 5, 2007 satisfied the applicable requirements of statutory
provisions, regulations, and other published guidance relating to Section 415 of
the Code in effect as of the end of the last limitation year beginning before
July 1, 2007, as described in section 1.415(a)-1(g)(4) of the Treasury
Regulations.

    


    (b)          
 Notwithstanding anything contained in the Plan to the contrary, the
limitations, adjustments, and other requirements prescribed in the Plan shall
comply with the provisions of Section 415 of the Code and the final regulations
promulgated thereunder, the terms of which are specifically incorporated herein
by reference as of July 1, 2007, except where an earlier effective date is
otherwise provided in the final regulations or in this Section
10.02.  However, where the final regulations permit the Plan to
specify an alternative option to a default option set forth in the regulations,
and the alternative option was available under statutory provisions,
regulations, and other published guidance relating to Section 415 of the Code as
in effect prior to April 5, 2007, and the Plan provisions in effect as of April
5, 2007 incorporated the alternative option, said alternative option shall
remain in effect as a plan provision for limitation years beginning on or after
July 1, 2007 unless another permissible option is selected in this Section
10.02.

    


    (c)          
 For purposes of the Plan’s provisions reflecting Section 415(b)(3)
of the Code (i.e., limiting the annual benefit payable to no more than 100% of
the Participant’s average annual compensation), a Participant’s average
compensation shall be the average compensation for the three consecutive Years
of Service that produces the highest average, except that a Participant’s
compensation for a Year of Service shall not include compensation in excess of
the limitation under Section 401(a)(17) of the Code that is in effect for the
calendar year in which such year of service begins.  If the
Participant has less than three consecutive Years of Service, compensation shall
be averaged over the Participant’s longest consecutive period of service,
including fractions of years, but not less than one year.  In the case
of a Participant who is rehired by the Employer after a severance of employment,
the Participant’s high three-year average compensation shall be calculated by
excluding all years for which the Participant performs no services for and
receives no compensation from the Employer (the “Break Period”), and by treating
the years immediately preceding and following the Break Period as
consecutive.


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    In the
case of a Participant who has had a “severance from employment” (as defined in
Section 401(k) of the Code) with the Employer, the defined benefit dollar
limitation applicable to the Participant in any Limitation Year beginning after
the date of severance shall be automatically adjusted in the manner set forth in
Section 415(d) of the Code.

    


    10.03        Benefit
Forms Not Subject to the Present Value Rules of Section 417(e)(3) of the
Code.

    


    (a) 
          Form of
benefit.  Notwithstanding any provision of this Plan to the contrary,
the Single Life Annuity that is the Actuarial Equivalence of the Participant’s
form of benefit shall be determined under this Section if the form of the
Participant’s benefit is either:

    


    (i)        
    a nondecreasing annuity (other than a Single Life
Annuity) payable for a period of not less than the life of the Participant (or,
in the case of a Qualified Preretirement Survivor Annuity, the life of the
surviving Spouse), or

    


    (ii)          
 an annuity that decreases during the life of the Participant merely
because of: (i) the death of the survivor annuitant (but only if the reduction
is not below 50% of the benefit payable before the death of the survivor
annuitant), or (ii) the cessation or reduction of Social Security supplements or
qualified disability payments (as defined in Section 401(a)(11) of the
Code).

    


    (b)        
   Notwithstanding any provision of this Plan to the
contrary, for limitation years beginning before July 1, 2007, the Actuarial
Equivalence of the Single Life Annuity is equal to the annual amount of the
Single Life Annuity commencing at the same Benefit Starting Date that has the
same actuarial present value as the Participant’s form of benefit computed using
whichever of the following produces the greater annual amount:


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    (i)         
   the Applicable Interest Rate and the Applicable
Mortality Table (or other tabular factor) specified in the Plan for adjusting
benefits in the same form; and

    


    (ii)         
  a five percent (5%) interest rate assumption and the
Applicable Mortality Table for that Benefit Starting Date.

    


    (c)       
    Notwithstanding any provision of this Plan to the
contrary, for limitation years beginning on or after July 1, 2007, the Actuarial
Equivalence of the Single Life Annuity is equal to the greater of:

    


    (i)  
          the annual
amount of the Single Life Annuity (if any) payable to the Participant under the
Plan commencing at the same Benefit Starting Date as the Participant’s form of
benefit; and

    


    (ii)   
        the annual amount of the
Single Life Annuity commencing at the same Benefit Starting Date that has the
same actuarial present value as the Participant’s form of benefit, computed
using a five percent (5%) interest rate assumption and the Applicable Mortality
Table for that Benefit Starting Date.

    


    10.04        Benefit
Forms Subject to the Present Value Rules of Section 417(e)(3) of the
Code.

    


    (a) 
          Form of
benefit.  Notwithstanding any provision of this Plan to the contrary,
the Single Life Annuity that is the Actuarial Equivalence of the Participant’s
form of benefit shall be determined as indicated under this Section if the form
of the Participant’s benefit is other than a benefit form described in Section
10.03.

    


    (b)  
         Annuity Starting
Date in Plan Years Beginning After
2005.  Notwithstanding  any provision of this Plan to the
contrary, if the Benefit Starting Date of the Participant’s form of benefit is
in a Plan Year beginning after December 31, 2005, the Actuarial Equivalence of
the Single Life Annuity is equal to the greatest of:

    


    (i)    
        the annual amount of the
Single Life Annuity commencing at the same Benefit Starting Date that has the
same actuarial present value as the Participant’s form of benefit, computed
using the Applicable Interest Rate and the Applicable Mortality Table (or other
tabular factor) specified in the Plan for adjusting benefits in the same
form;

    


    (ii)     
      the annual amount of the Single Life
Annuity commencing at the same Benefit Starting Date that has the same actuarial
present value as the Participant’s form of benefit, computed using a five and
one half percent (5.5%) interest rate assumption and the applicable mortality
table for the distribution under Section 1.417(e)-1(d)(2) of the Treasury
regulations; and


    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    (iii)           the
annual amount of the Single Life Annuity commencing at the same Benefit Starting
Date that has the same actuarial present value as the Participant’s form of
benefit, computed for the distribution under Section 1.417(e)-1(d)(3) of the
Treasury regulations and the applicable mortality table for the distribution
under section 1.417(e)-1(d)(2) of the Treasury regulations, multiplied by
1.05.

    


    (c)        
   Annuity Starting Date in Plan Years Beginning in 2004
or 2005.  Notwithstanding any provision of this Plan to the contrary,
if the Benefit Starting Date of the Participant’s form of benefit is in a Plan
Year beginning in 2004 or 2005, the Actuarial Equivalence of the Single Life
Annuity is equal to the annual amount of the Single Life Annuity commencing at
the same Benefit Starting Date that has the same actuarial present value as the
Participant’s form of benefit, computed using whichever of the following
produces the greater annual amount:

    


    (i)       
     the Applicable Interest Rate and the
Applicable Mortality Table (or other tabular factor) specified in the Plan for
adjusting benefits in the same form; and

    


    (ii)        
   five and one half percent (5.5%) interest rate
assumption and the applicable mortality table for the distribution under section
1.417(e)-1(d)(2) of the Treasury regulations.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    ARTICLE
XI

    TOP-HEAVY PLAN
YEARS

    


    11.01        For
purposes of this Article XI, the following definitions shall apply:

    


    (a) 
          “Determination
Date” means for any Plan Year subsequent to the first Plan Year, the last day of
the preceding Plan Year, for the first Plan Year, the last day of that Plan
Year.

    


    (b)  
         “Employee” means
any employee of an Employer and any beneficiary of such an
employee.

    


    (c)    
       “Employer” means the Employer
and any Affiliate.

    


    (d)     
      “Key Employee” means, for Plan Years
beginning after December 31, 2000, any Employee or former Employee (including
any deceased Employee) who at any time during the Plan Year that includes the
determination date was an officer of the Employer having annual compensation
greater than $130,000 (with cost of living adjustments in the manner set forth
in Section 415(d) of the Code), a 5-percent owner of the employer, or a
1-percent owner of the employer having annual compensation of more than
$150,000.  For this purpose, annual compensation means compensation
within the meaning of Section 415(c)(3) of the Code.  The
determination of who is a Key Employee will be made in accordance with Section
416(i)(1) of the Code and the applicable regulations and other guidance of
general applicability issued thereunder.

    


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

    


    (f)          
  “Required Aggregation Group” means (1) each qualified plan of
the Employer in which at least one Key Employee participates, and (2) any other
qualified plan of the Employer which enables a plan described in (1) to meet the
requirements of Sections 401(a)(4) or 410 of the Code.

    


    (g)          
 “Top-Heavy Compensation” means the first $200,000 (or such higher
amount as may be prescribed pursuant to Treasury Regulations) of W-2 earnings
actually paid in the Plan Year by an Employer or an Affiliate for services as an
Employee.  Top-Heavy Compensation shall include Deemed 125
Compensation, as defined in Section 1.14 of the Plan.


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    (h)        
   “Top-Heavy Ratio”:

    


    (1)       
    If in addition to this Plan the Employer
maintains one or more other defined benefit plans (including any simplified
employee pension plan) and the Employer has not maintained any defined
contribution plan which during the 1-year period ending on the Determination
Date has or has had account balances, the top-heavy ratio for this Plan alone or
for the Required or Permissive Aggregation Group, as appropriate, is a fraction,
the numerator of which is the sum of the present value of accrued benefits of
all Key Employees as of the Determination Date (including any part of any
accrued benefit distributed in the 1-year period ending on the Determination
Date), and the denominator of which is the sum of the present value of all
accrued benefits (including any part of any accrued benefit distributed in the
1-year period ending on the Determination Date), both computed in accordance
with Section 416 of the Code and the regulations thereunder.

    


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

    


    (3)           
For purposes of (1) and (2) above, the value of account balances and the
present value of accrued benefits will be determined as of the most recent
Valuation Date that falls within or ends with the 12-month period ending on the
Determination Date, except as provided in Section 416 of the Code and the
regulations thereunder for the first and the second plan years of a defined
benefit plan.  The account balances and accrued benefits of a
participant (x) who is not a Key Employee but who was a Key Employee in a prior
year, or (y) who has not received any Top-Heavy Compensation from any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded.  Notwithstanding the above,
for Plan Years beginning after December 31, 2001, the accrued benefits and
accounts of any Participant who has not performed services for the Employer
during the 1-year period ending on the Determination Date will be
disregarded.  The calculation of the Top-Heavy Ratio, and the extent
to which distributions, rollovers, and transfers are taken into account will be
made in accordance with Section 416 of the Code and the regulations
thereunder.  Deductible Employee contributions will not be taken into
account for purposes of computing the Top-Heavy Ratio.  When
aggregating plans the value of account balances and accrued benefits will be
calculated with reference to the Determination Dates that fall within the same
calendar year.


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


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

    


    (4)         
  For purposes of (1) and (2) above, in the case of a
distribution from the Plan made for a reason other than severance from
employment, death or Disability, “5 year period” shall be substituted for
“1-year period” wherever such term is found.

    


    (5)        
   “Valuation Date” means the last day of a Plan
Year.

    


    11.02        If
the Plan is or becomes top-heavy in any Plan Year, the provisions of Sections
11.04 through 11.05 will automatically supersede any conflicting provision of
the Plan.

    


    11.03        The
Plan shall be considered top-heavy for any Plan Year if any of the following
conditions exists:

    


    (a)        
   If the Top-Heavy Ratio for the Plan exceeds sixty
percent (60%) and the Plan is not part of any Required Aggregation Group or
Permissive Aggregation Group of plans.

    


    (b)         
  If the Plan is part of a Required Aggregation Group of plans
but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the
group of plans exceeds sixty percent (60%).


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    (c)       
    If the Plan is part of a Required Aggregation
Group of plans and part of a Permissive Aggregation Group and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds sixty percent
(60%).

    


    11.04       (a)  The
Retirement Pension, commencing on or after the Normal Retirement Date of each
individual, other than a Key Employee, who was a Participant during any
Top-Heavy Plan year shall be the greater of:

    


    (1)  
         such Participant’s
Retirement Pension determined under Section 3.02; or

    


    (2)   
        an amount equal to two
percent (2%) of such Participant’s Highest Average Compensation for each of the
first ten (10) years of his Top-Heavy Service; provided, however, that in the
case of a Participant whose Retirement Pension Starting Date is later than his
Normal Retirement Date, the amount determined under this Paragraph (2)
commencing on such Retirement Pension Starting Date shall not be less than the
Actuarial Equivalent of the Retirement Pension that would have been payable
pursuant to this Paragraph (2) on the Participant’s Normal Retirement
Date

    


    (b)         
  For purposes of this Section 11.04:

    


    (1) 
          “Highest
Average Compensation” means a Participant’s average Top-Heavy Compensation for
the five (5) consecutive years during which his aggregate Top-Heavy Compensation
was highest, excluding compensation earned by such Participant:

    


    (A) after the close
of the last Top-Heavy Plan Year; or

    


    (B) prior to
January 1, 1984, except to the extent that compensation prior to January 1, 1984
is required to be taken into account so that such average is based on a five (5)
year period.

    


    (2)  
         “Top-Heavy Service”
means each Year of Service:

    


    (A) in which ended
a Plan Year which was not a Top-Heavy Plan Year; or

    


    (B) completed in a
Plan Year beginning prior to January 1, 1984.

    


    For Plan
Years beginning after December 31, 2001, for purpose of satisfying the minimum
benefit requirements of Section 416(c)(1) of the Code and this Plan, in
determining Years of Service, any service with 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.


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    (c)       
    In the case of a Participant who is also a
Participant in a defined contribution plan maintained by an Employer or an
Affiliate, the amount described in Paragraph (a) (2) shall be reduced by the
actuarial equivalent, determined as of the date of the Participant’s Retirement
Pension Starting Date, of the Participant’s account balance under such defined
contribution plan derived from employer contributions (which account balance
shall be deemed to include prior withdrawals made by the Participant accumulated
at interest to the Participant’s Retirement Pension Starting
Date).  For purposes of this Subsection (c), actuarial equivalence and
the interest rate referred to in the preceding sentence shall be determined
using the actuarial assumptions described in Section 1.02.

    


    11.05        (a)  For
any Top-Heavy Plan Year, each Participant shall be vested in his Accrued Benefit
in accordance with the following schedule:

    


    
      
        
          
            	
                    Years of Service

                  	
                    Nonforfeitable
Percentage

                  
	 
      	 
      
	
                    Fewer
      than Two Years

                  	
                       
      0%

                  
	
                    Two
      Years but less than Three Years

                  	
                      20%

                  
	
                    Three
      Years but less than Four Years

                  	
                     
      40%

                  
	
                    Four
      Years but less than Five Years

                  	
                     
      60%

                  
	
                    Five
      or more Years

                  	
                    100%

                  


          

        

      

    

    


    (b)       
    Any portion of a Participant’s Accrued Benefit
which has become vested pursuant to Subsection (1) shall remain vested after the
Plan has ceased to be a Top-Heavy Plan.

    


    (c)         
  Any Participant who has completed at least five (5) Years of
Service prior to the beginning of the Plan Year in which the Plan ceased to be a
Top-Heavy Plan shall continue to vest in his Accrued Benefit according to the
schedule set forth in Subsection (a) after the Plan has ceased to be a Top-Heavy
Plan.


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    ARTICLE
XII

    NON-ALIENABILITY

    


    12.01        Except
in the case of a qualified domestic relations order described in Section 414(p)
of the Code, no benefit under this Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, charge,
encumbrance, garnishment, levy or attachment; and any attempt to so anticipate,
alienate, sell, transfer, assign, pledge, charge, encumber, garnish, levy upon
or attach the same shall be void; nor shall any such benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled thereto.

    


    12.02        If
any Participant or Beneficiary under this Plan becomes bankrupt or attempts to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
benefit under this Plan, the Administrative Committee may (but shall not be
required to) terminate the payment of such benefit to such Participant or
Beneficiary.  If payment is thus terminated, the Administrative
Committee shall direct the Trustee to hold or apply future payments for the
benefit of such Participant, his Beneficiary, his spouse or children or other
dependents, or any of them, in such manner and in such proportion as the
Administrative Committee may deem proper.

    


    12.03        Notwithstanding
anything herein to the contrary, effective August 5, 1997, the provisions of
this Article XII shall not apply to any offset of a Participant’s benefits
provided under the Plan against an amount that the Participant is ordered or
required to pay to the Plan under any of the circumstances set forth in Section
401(a)(13)(C) of the Code and Sections 206(d)(4) and 206(d)(5) of
ERISA.


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    ARTICLE
XIII

    AMENDMENT OF THE
PLAN

    


    13.01        The
Company shall have the right by action of the Board, at any time and from time
to time, to amend in whole or in part any of the provisions of this Plan, and
any such amendment shall be binding upon the Participants and their
Beneficiaries, the Trustee, the Administrative Committee, any Employer, and all
parties in interest; provided, however, that no such amendment shall authorize
or permit any of the assets of the Trust Fund to be used for or directed to
purposes other than the exclusive benefit of the Participants or their
Beneficiaries.  Any such amendment shall become effective as of the
date specified therein.

    


    13.02        No
amendment to the Plan including a change in the actuarial basis for determining
optional or early retirement benefits shall be effective to the extent that it
has the effect of decreasing a Participant’s Accrued
Benefit.  Notwithstanding the preceding sentence, a Participant’s
Accrued Benefit may be reduced to the extent permitted under Section 412(c)(8)
of the Code.  For purposes of this paragraph, a Plan amendment which
has the effect of (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy, or (2) 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.  In general, a
retirement-type subsidy is a subsidy that continues after retirement, but does
not include a qualified disability benefit, a medical benefit, a social security
supplement, a death benefit (including life insurance).  Furthermore,
no amendment to the Plan shall have the effect of decreasing a Participant’s
vested interest determined without regard to such amendment as of the later of
the date such amendment is adopted, or becomes effective.

    


    13.03        If
at any time the vesting schedule set forth in Section 4.01 is amended, or the
Plan is amended in any way that directly or indirectly affects the computation
of the Participant’s nonforfeitable percentage or if the Plan is deemed amended
by an automatic change to or from a top-heavy vesting schedule, each Participant
with at least three Years of Service may elect, within a reasonable period after
the adoption of the amendment or change, to have the nonforfeitable percentage
computed under the Plan without regard to such amendment or
change.  For Participants who do not have at least one Hour of Service
in any Plan Year beginning after December 31, 1988, the preceding sentence shall
be applied by substituting “five Years of Service” for ‘three Years of Service”
where such language appears.  The period during which the election may
be made shall commence with the date the amendment is adopted or deemed to be
made and shall end on the latest of:


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    (i)       
     60 days after the amendment is
adopted;

    


    (ii)       
    60 days after the amendment becomes effective;
or

    


    (iii)           60
days after the Participant is issued written notice of the amendment by the
Employer or the Plan Administrator.


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    ARTICLE
XIV

    TERMINATION OF THE
PLAN

    


    14.01        The
Company may, by action of the Board and by appropriate notice to the Trustee,
determine that it shall terminate the Plan in its entirety or withdraw from the
Plan and terminate the same with respect to itself.  The Company may
by action of the Board at any time determine that any other Employer shall
withdraw from the Plan, and any other Employer by action of its Board of
Directors may determine that it shall so withdraw, and upon any such
determination, the Plan, in respect of such Employer, shall be
terminated.

    


    14.02        Any
termination or partial termination shall be effective as of the date specified
in the resolution providing therefor, if any, and shall be binding upon the
Employer, the Trustee, all Participants and Beneficiaries and all parties in
interest.

    


    14.03        Upon
termination of the Plan in its entirety, each Participant shall be fully (100%)
vested in his Accrued Benefit, determined as of the date of such
termination.  A Participant’s Accrued Benefit shall be payable only
from the Trust Fund, except to the extent otherwise provided in Title IV of
ERISA.

    


    14.04        In
the event of a partial termination of the Plan, within the meaning of Section
411(d)(3)(A) of the Code, each affected Participant shall, insofar as required
by applicable law, be fully (100%) vested in his Accrued Benefit, determined as
of the date of such partial termination.

    


    14.05        Upon
termination of the Plan in its entirety or upon a partial termination of the
Plan, the assets comprising the Trust Fund shall be allocated in accordance with
the statutory priorities set forth in Section 4044(d)(2) of ERISA and
regulations promulgated thereunder.  Subject to the limitations
imposed by Section 4044(d)(2) of ERISA and Section 14.06, any funds remaining
after satisfaction of all liabilities to Plan Participants shall be returned to
the Employer.

    


    14.06       (a)  As
used in this Section 14.06:

    


    (1) 
          “Applicable
Early Termination Date” means the tenth (10th) anniversary of the effective date
of any increase in benefits under this Plan.

    


    (2)  
         “Predecessor Plan’
means any retirement plan which (A) was maintained by a corporation or
unincorporated business before it became an Employer and (B) has merged into the
Plan.


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    (3)       
    “Twenty-five Highest Paid Employees” means the
twenty-five (25) highest paid Employees on the tenth (10th) anniversary
preceding the Applicable Early Termination Date (including any such Employees)
who were not then, or were not eligible to become, Participants in the Plan),
excluding any Participant whose Retirement Pension will not exceed
$1,500.

    


    (4)         
  “Unrestricted Benefits” means benefits in the form provided
under this Plan equal to the amount provided by the greatest of:

    


    (A) employer
contributions (or funds attributable thereto) under the Plan or a Predecessor
Plan which would have been applied to provide the Participant’s Accrued Benefit
if the Plan or such Predecessor Plan, as in effect on the tenth (10th)
anniversary preceding the Applicable Early Termination Date, had continued
without change;

    


    (B) $20,000;
or

    


    (C) an amount equal
to the sum of (A) employer contributions (or funds attributable thereto) which
would have been applied to provide the Participant’s Accrued Benefit under the
Plan or any Predecessor Plan if the Plan or such Predecessor Plan had terminated
on the tenth (10th) anniversary preceding the Applicable Early Termination Date
and (B) twenty percent (20%) of the first $50,000 of the Participant’s average
Compensation during the preceding five (5) years, multiplied by the number of
years in respect of which the full current costs of the Plan have been met since
the tenth (10th) anniversary preceding the Applicable Early Termination
Date;

    


    (D) 
(I)  for a Participant who is not a “substantial owner” as
defined in Section 4022(b)(5) of ERISA, an amount which equals the present value
of the maximum benefit of such Participant described in Section 4022(b)(3)(B) of
ERISA, determined on the date the Plan terminates or the Participant’s
Retirement Pension Starting Date, whichever is earlier and determined in
accordance with regulations of the Pension Benefit Guaranty Corporation
(“PBGC”), without regard to any other limitations in Section 4022 of ERISA;
or

    


    (II)      
     for a Participant who is a “substantial
owner,” as defined in Section 4022(b)(5) of ERISA, the greatest of the amounts
in (A), (B), (C) or an amount which equals the present value of the benefit
guaranteed upon termination of the Plan for such Participant under Section 4022
of ERISA, or if the Plan has not terminated, the present value of the benefit
that would be guaranteed if the Plan terminated on such Participant’s Retirement
Pension Starting Date, determined in accordance with regulations of the
PBGC.


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    (b)       
    Subject to the provisions of Section 4044 of
ERISA, in the event that:

    


    (1)    
       the Plan is terminated in
respect of an Employer at any time prior to the Applicable Early Termination
Date; or

    


    (2)     
      the benefits of any Participant
became payable (A) at any time prior to the Applicable Early Termination Date or
(B) subsequent to the Applicable Early Termination Date but before the full
current costs of the Plan for the period prior to the Applicable Early
Termination Date have been funded, the benefits (as defined in Treasury
Regulation 1.401-4(c)(2)(vi)(a)) which any of the Twenty-Five Highest Paid
Employees may receive (including any Unrestricted Benefits) shall not exceed his
Unrestricted Benefits at any time.

    


    In the
case of a Participant described in Subparagraph (2) (B), if on the Applicable
Early Termination Date the full current costs are not met, the restrictions
contained in this Section 14.06 shall continue in force until the full current
costs are funded for the first time.

    


    (c)       
    The provisions of this Section 14.06 shall not
restrict the current payment of full retirement benefits called for by this Plan
to any Retired Participant or his Beneficiary while the Plan is in full effect
and its full current costs have been met.

    


    (d)        
   If any funds are released by operation of the
provisions of this Section 14.06, they shall be applied solely for the benefit
of Participants and Beneficiaries other than the Twenty-five Highest Paid
Employees or, if not required for the funding of benefits for such Participants
and Beneficiaries, shall revert to the appropriate Employer.

    


    (e)       
    The restrictions contained in Subsection (b) may
be exceeded for the purpose of making current Retirement Pension payments to a
Retired Participant who would otherwise be subject to such restrictions
if:

    


    (1)      
     such Retirement Pension is in the form
described in Section 1.44 or 3.02, whichever is applicable, or under an Option
which does not provide level pension benefits greater than those provided by the
form described in Section 1.44;


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    (2)       
    the Retirement Pension thus provided is
supplemented, to the extent necessary to provide the full Retirement Pension in
the form provided in Section 1.44 or 3.02, by current payments to such Retired
Participant as installments of such Retirement Pension come due;
and

    


    (3)       
    such supplemental payments are made at any time
only if (A) the full current costs of the Plan have then been funded or (B) the
aggregate of such supplemental payments for all such Retired Participants for
the current year does not exceed the aggregate of the Employer contributions
already made in respect of such year.

    


    (f)        
    If there shall be more than one Employer, the
provisions of this Section 14.06 shall be applied separately in respect of each
such Employer.

    


    (g)        
   A Participant who is one of the Twenty-five Highest
Paid Employees may elect to receive his benefits under this Plan in the form of
a lump sum distribution only if he agrees to deposit with an acceptable
depository property having a market value equal to one hundred twenty-five
percent (125%) of the difference between the amount of such distribution and the
Actuarial Equivalent of his Unrestricted Benefits as security for his repayment
of any benefits paid to him in excess of the maximum permitted by this Section
14.06.  Additional deposits of security, in the amount necessary to
increase the fair market value of such security to one hundred twenty-five
percent (125%) of the difference between the amount of the distribution and the
actuarial Equivalent of his Unrestricted Benefits shall be made whenever the
fair market value of such security is less than one hundred ten percent (110%)
of such difference.

    


    14.07        If
the Plan shall merge or consolidate with, or transfer its  assets or
liabilities to, any other “pension plan”, as defined in Section 3(2) of ERISA,
each Participant shall be entitled to receive a benefit immediately after such
merger, consolidation or transfer (assuming that the Plan had then terminated)
which is equal to or greater than the benefit which he would have been entitled
to receive immediately before such merger, consolidation or transfer (assuming
that the Plan had then terminated).


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    ARTICLE
XV

    TRUST AND
ADMINISTRATION

    


    15.01        The
assets of the Trust Fund shall be held by the Trustees, who shall consist of not
fewer than two (2) individuals, or a bank or trust company appointed by the
Board.  The Trustees shall hold office until their or its successors
have been duly appointed or until death, resignation or removal.

    


    15.02        The
investment of the assets of the Plan shall be managed, except to the extent that
such responsibility has been allocated or delegated, by the
Trustee.

    


    15.03        The
Trustees shall act unanimously; provided, however, that if at any time there are
more than two (2) Trustees acting hereunder, they shall act by majority vote and
may act either by vote at a meeting or in writing without a
meeting.  Notwithstanding the foregoing:

    


    (a) 
          checks and
other instruments for the payment of money and instruments relating to the
purchase, sale or other disposition of securities or other property held in the
Trust and checks and other instruments in payment of distributions to
Participants and Beneficiaries or in payment of proper expenses under the Plan
may be signed by any one Trustee or by any person or persons authorized by
unanimous action of all the Trustees then acting hereunder with the same force
and effect as if signed by all Trustees; and

    


    (b)  
         the Trustees may,
by written authorization, empower one of them individually to execute any other
document or documents on behalf of the Trustees, such authorization to remain in
effect until revoked by any Trustee.

    


    15.04        The
Trustees may appoint such independent accountants, enrolled actuaries, legal
counsel, investment advisors and other agents or specialists as they deem
necessary or desirable in connection with the performance of their duties
hereunder.  The Trustees shall be entitled to rely conclusively upon,
and shall be fully protected in any action taken by them in good faith in
relying upon, any opinions or reports which are furnished to them by any such
independent accountant, enrolled actuary, legal counsel, investment advisor or
other specialist.

    


    15.05        The
Trustees shall serve without compensation for services as such.  All
expenses of the Trust shall be paid by the Trust unless paid by
Employers.  Such expenses shall include any expenses incidental to the
operation of the Trust, including, but not limited to, fees of independent
accountants, enrolled actuaries, legal counsel, investment advisors and other
agents or specialists and similar costs.  The Employers may make
advances or extend credit to the Plan for the purpose of paying Plan benefits or
expenses to the extent permitted, and in accordance with, applicable
law.


    
      
         


      

      
        60

        
          

        

      

      
         


      

    


    15.06        The
Trustees shall discharge their duties with respect to the Plan solely in the
interests of the Participants and their Beneficiaries; and

    


    (a) 
          for the
exclusive purpose of providing benefits to Participants and the Beneficiaries
and defraying reasonable expenses of administering the Plan;

    


    (b)  
         with the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent man, acting in like capacity and familiar with such matters, would use
in the conduct of an enterprise of a like character and with like
aims;

    


    (c)    
       by diversifying the investments
of the Trust Fund so as to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so; and

    


    (d)     
      in accordance with the documents and
instruments governing the Plan, insofar as such documents and instruments are
consistent with the provisions of ERISA.

    


    15.07       (a)  The
Company is hereby designated as “named fiduciary” within the meaning of Section
402(a) of ERISA, with respect to the investment of the assets of the Plan and
shall, except to  the extent provided below, direct the investment of
such assets and possess all powers which may be necessary to carry out such
duty.

     

    (b)       
    At the direction of the Investment Committee, the
Trustees may appoint an investment manager, as defined in Section 3(38) of
ERISA, in which case, unless otherwise provided by ERISA, no Trustee shall be
liable for the acts or omissions of such investment manager or be under any
obligation to invest or otherwise manage any asset of the Trust Fund which is
subject to the management of such manager.

     

    (c)           (1)            The
Administrative Committee and the Trustees may establish procedures for (A) the
allocation of fiduciary responsibilities (other than “trustee responsibilities”
as defined in Section 405(c)(3) of ERISA under the Plan among themselves, and
(B) the designation of persons other than named fiduciaries to carry out
fiduciary responsibilities (other than trustee responsibilities) under the
Plan.

     

    (2)    
       If any fiduciary responsibility is
allocated or if any person is designated to carry out any responsibility
pursuant to Paragraph (1), no named fiduciary shall be liable for any act or
omission of such person in carrying out such responsibility, except as provided
in Section 405(c)(2) of ERISA.


    
      
         


      

      
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    15.08        The
Trustees shall receive any contributions paid to them in cash and shall
establish the Trust Fund hereunder.  The Trust Fund shall be held,
managed and administered in accordance with the terms of this Plan.  A
transaction between the Plan and a common or collective trust fund or pooled
investment fund maintained by a party in interest which is a bank or trust
company supervised by a  State or Federal agency, or a pooled
investment fund of an insurance company qualified to do business in a State, and
listed on Appendix B as amended from time to time shall be permitted in
accordance with ERISA Section 408(b)(8) if the transaction is a sale or purchase
of an interest in the fund, and the bank, trust company, or insurance company
receives not more than reasonable compensation.  All or any part of
the assets of the Trust Fund may be invested in any group trust which then
provides for the pooling of the assets of plans described in Section 401(a) of
the Code and is exempt from tax under Section 501(a) of the Code in accordance
with Revenue Ruling 81-100, provided that the provisions of the document
governing such group trust, as it may be amended from time to time, shall govern
any investment therein and are hereby made a part of this Plan.

    


    15.09        The
Trustees shall invest and reinvest the Trust Fund and keep the Trust Fund
invested, without distinction between principal and income, in such securities
or other property, real or personal, foreign or domestic, wherever situated, as
the Trustees shall deem advisable, including, but not limited to, the general
account or a separate account of an insurance company licensed to do business in
the State of New York, shares in a regulated investment company or plans for the
accumulation of such shares, common or preferred stocks, bonds and mortgages,
and other evidences of ownership or indebtedness.  In making such
investments, the Trustee shall not be restricted to securities or other property
of the character authorized or required by applicable law for trust
investments.

    


    15.10        The
Trustees shall have the following powers and authority in the investment of the
assets of the Trust Fund:

    


    (a) 
          to purchase,
or subscribe for, any securities (including shares in a regulated investment
company or plans for the accumulation of such shares) or other property and to
retain the same in trust, the Trustees being specifically authorized to limit
investment, in their own discretion, to shares of regulated investment companies
or to plans for the accumulation of such shares;

    


    (b)  
         to sell, exchange,
convey, transfer or otherwise dispose of, by private contract or at public
auction, any securities or other property held by them; and no person dealing
with the Trustees shall be bound to see to the application of the purchase money
or to inquire into the validity, expediency or propriety of any such sale or
other disposition;


    
      
         


      

      
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    (c)      
     to vote any stocks, bonds or other
securities; to give general or special proxies or powers of attorney with or
without power of substitution; to exercise any conversion privileges,
subscription rights or other options and to make any payments incidental
thereto; to oppose, consent to, or otherwise participate in, corporate
reorganizations or other changes affecting corporation securities; to pay any
assessments or charges in connection with any security; to delegate any
discretionary powers; and generally to exercise any of the powers of an owner
with respect to stocks, bonds, securities or other property held as part of the
Trust Fund;

    


    (d)     
      to cause any securities or other
property held as part of the Trust Fund to be registered in their own names or
in the name of one or more nominees, and to hold any investments in bearer form,
but the books and records of the Trustees shall at all times
show  that all such investments are part of the Trust
Fund;

    


    (e)       
    to borrow or raise money for the purposes of the
Plan in such amount and upon such terms and conditions as the Trustees shall
deem advisable; and for any sum so borrowed, to issue their promissory note as
Trustees and to secure the repayment thereof by pledging all, or any part, of
the Trust Fund; and no person lending money to the Trustees shall be bound to
see to the application of the money lent or to inquire into the validity,
expediency or propriety of any such borrowing;

    


    (f)          
  to keep such portion of the Trust Fund in cash or cash
balances as the Trustees may, from time to time, deem to be in the best
interests of the Plan, without liability for interest thereon;

    


    (g)          
 to accept and retain for such time as may seem advisable any
securities or other property received or acquired by them as Trustees hereunder,
whether or not such securities or other property would normally be purchased as
investments hereunder;

    


    (h)           
to sell call options on any national securities exchange with respect to
securities held in the Trust Fund, and to purchase call options for the purpose
of closing out previous sales of call option;

    


    (i)          
  to appoint a bank or trust company as corporate Trustee, and
to enter into and execute an agreement with any such corporate Trustee to
provide for the investment and reinvestment of assets of the Trust
Fund.

    


    15.11        The
Trustees, at the direction of the Administrative Committee, shall from time to
time make payments out of the Trust Fund in accordance with the provisions of
the Plan in such manner, in such amounts and for such purposes as they may
determine, and when any such payment has been made, the amount thereof shall no
longer constitute a part of the Trust Fund.


    
      
         


      

      
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    15.12        (a)  The
Trustees shall keep accurate and detailed accounts of all investments, receipts,
disbursements and other transactions hereunder.

    


    (b)           
Within the time required by law, the Trustees shall file with the Company
a written account setting forth all investments, receipts, disbursements and
other transactions effected by them during such Plan Year.  Except as
provided to the contrary by Section 413(a) of ERISA, upon the expiration of
ninety (90) days from the date of filing of such account, the Trustees shall be
forever released and discharged from all liability and accountability to anyone
with respect to the propriety of their acts and transactions shown in such
account, except with respect to any such acts or transactions as to which the
Company shall file with the Trustees written objections within such ninety (90)
day period.

    


    (c)           
The filing by the Trustees with the Company of an annual report in
accordance with Section 103 of ERISA shall constitute the filing of an account
within the meaning of this Section.

    


    15.13        Any
Trustee may be removed by the Board at any time.  A Trustee may resign
at any time upon thirty (30) days’ notice in writing to the Board, which notice
may be waived by the Board.  Upon such removal or resignation of a
Trustee, or upon the death or disability of a Trustee, the Board may appoint a
successor Trustee, who shall have the same powers and duties as those conferred
upon the Trustees hereunder.  The Board may at any time appoint one or
more additional Trustees, who shall have the same powers and duties as those
conferred upon the Trustees hereunder.

    


    15.14        In
any case in which any person is required or permitted to make an election under
this Plan, such election shall be made in writing and filed with the
Administrative Committee on the form provided by them or made in such other
manner as the Administrative Committee may direct.


    
      
         


      

      
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    ARTICLE
XVI

    


    


    CLAIM AND APPEAL
PROCEDURE

    


    16.01        (a)  Initial
Claim

    


    (i)  
          Any claim by
an Employee, Participant or Beneficiary “Claimant”) with respect to eligibility,
participation, contributions, benefits or other aspects of the operation of the
Plan shall be made in writing to the Administrative Committee for such
purpose.  An authorized representative of a Claimant may act on behalf
of the Claimant in pursuing a benefit claim or any subsequent appeal of an
adverse benefit determination hereunder. The Administrative Committee shall
provide the Claimant with the necessary forms and make all determinations as to
the right of any person to a disputed benefit.  If a Claimant is
denied benefits under the Plan, the Administrative Committee or its designee
shall notify the Claimant in writing of the denial of the claim within ninety
(90) days (or within forty-five (45) days if the claim involves a determination
of a claim for disability benefits) after the Administrative Committee
receives   the claim, provided that in the event of special
circumstances such period may be extended.

    


    (ii)   
        In the event of special
circumstances, the maximum period in which a claim must be determined may be
extended as follows:

    


    (A) With respect to
any claim, other than a claim that involves a determination of a claim for
disability benefits, the ninety (90) day period may be extended for a period of
up to ninety (90) days (for a total of one hundred eighty (180)
days).  If the initial ninety (90) day period is extended, the
Administrative Committee or its designee shall notify the Claimant in writing
within ninety (90) days of receipt of the claim.  The written notice
of extension shall indicate the special circumstances requiring the extension of
time and provide the date by which the Administrative Committee expects to make
a determination with respect to the claim.  If the extension is
required due to the Claimant’s failure to submit information necessary to decide
the claim, the period for making the determination shall be tolled from the date
on which the extension notice is sent to the Claimant until the earlier of (i)
the date on which the Claimant responds to the Administrative Committee’s
request for information, or (ii) expiration of the forty-five (45) day period
commencing on the date that the Claimant is notified that the requested
additional information must be provided.

    


    (B) With respect to
a claim that involves a determination of a claim for disability benefits, the
forty-five (45) day period may be extended as follows:


    
      
         


      

      
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    (I)      
      Initially, the forty-five (45) day
period may be extended for a period to up to an additional thirty (30) days (the
“Initial Disability Extension Period”), provided that the Administrative
Committee determines that such an extension is necessary due to matters beyond
the control of the Plan and, within forty-five (45) days of receipt of the
claim, the Administrative Committee or its designee notifies the Claimant in
writing of such extension, the special circumstances requiring the extension of
time, the date by which the Administrative Committee expects to make a
determination with respect to the claim and such information as required under
clause (III) below.

    


    (II)      
     Following the Initial Disability Extension
Period the period for determining the Claimant’s claim may be extended for a
period of up to an additional thirty (30) days, provided that the Administrative
Committee determines that such an extension is necessary due to matters beyond
the control of the Plan and within the Initial Disability Extension Period,
notifies the Claimant in writing of such additional extension, the special
circumstances requiring the extension of time, the date by which the
Administrative Committee expects to make a determination with respect to the
claim and such information as required under clause (III) below.

    


    (III)          Any
notice of extension pursuant to this Paragraph (B) shall specifically explain
the standards on which entitlement to a benefit is based, the unresolved issues
that prevent a decision on the claim, and the additional information needed to
resolve those issues, and the Claimant shall be afforded forty-five (45) days
within which to provide the specified information.

    


    (IV)          If
an extension is required due to the Claimant’s failure to submit information
necessary to decide the claim, the period for making the determination shall be
tolled from the date on which the extension notice is sent to the Claimant until
the earlier of (i) the date on which the Claimant responds to the Administrative
Committee’s request for information, or (ii) expiration of the forty-five (45)
day period commencing on the date that the Claimant is notified that the
requested additional information must be provided.

    


    (iii)           If
a claim is wholly or partially denied, the notice to the Claimant shall set
forth:

    


    (A) The specific
reason or reasons for the denial;


    
      
         


      

      
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    (B) Specific
reference to pertinent Plan provisions upon which the denial is
based;

    


    (C) A description
of any additional material or information necessary for the Claimant to complete
the claim request and an explanation of why such material or information is
necessary;

    


    (D) Appropriate
information as to the steps to be taken and the applicable time limits if the
Claimant wishes to submit the adverse determination for review; and

    


    (E) A statement of
the Claimant’s right to bring a civil action under Section 502 of ERISA
following an adverse determination on review.

    


    (iv)           In
addition, in the case of a disability claim that is wholly or partially denied,
the notice to the Claimant shall set forth:

    


    (A) if an internal
rule, guideline, protocol, or other similar criterion was relied upon in making
the adverse determination, either the specific rule, guideline, protocol, or
other similar criterion; or a statement that such a rule, guideline, protocol,
or other similar criterion was relied upon in making the adverse determination
and that a copy of such rule, guideline, protocol, or other criterion will be
provided free of charge to the Claimant upon request; and

    


    (B) if the denial
is based on a medical necessity or experimental treatment or similar exclusion
or limit, either an explanation of the scientific or clinical judgment for the
determination, applying the terms of the Plan to the Claimant's medical
circumstances, or a statement that such explanation will be provided free of
charge upon request.

    


    (b)        
   Claim Denial Review.

    


    (i)         
   If a claim has been wholly or partially denied, the
Claimant may submit the claim for review by the Administrative
Committee.  Any request for review of a claim must be made in writing
to the Administrative Committee no later than sixty (60) days (or within one
hundred and eighty (180) days if the claim involves a determination of a claim
for disability benefits) after the Claimant receives notification of denial or,
if no notification was provided, the date the claim is deemed
denied.


    
      
         


      

      
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    The
Claimant or his duly authorized representative may:

    


    (A) Upon request
and free of charge, be provided with reasonable access to, and copies of,
relevant documents, records, and other information relevant to the Claimant’s
claim; and

    


    (B) Submit written
comments, documents, records, and other information relating to the
claim.  The review of the claim determination shall take into account
all comments, documents, records, and other information submitted by the
Claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial claim determination.

    


    (ii)        
   The decision of the Administrative Committee upon
review shall be made within sixty (60) days (or within forty-five (45) days if
the claim involves a determination of a claim for disability benefits) after
receipt of the Claimant’s request for review, unless special circumstances
(including, without limitation, the need to hold a hearing) require an
extension.  In the event of special circumstances, the maximum period
in which a claim must be determined may be extended as follows:

    


    (A) With respect to
any claim, other than a claim that involves a determination of a claim for
disability benefits, the sixty (60) day period may be extended for a period of
up to sixty (60) days.

    


    (B) With respect to
a claim that involves a determination of a claim for disability benefits, the
forty-five (45) day period may be extended for a period of up to forty-five (45)
days.

    


    If the
sixty (60) day period (or forty-five (45) day period where the claim involves a
determination of a claim for disability benefits) is extended, the
Administrative Committee or its designee shall, within sixty (60) days (or
within forty-five (45) days if the claim involves a determination of a claim for
disability benefits) of receipt of the claim for review, notify the Claimant in
writing.  The written notice of extension shall indicate the special
circumstances requiring the extension of time and provide the date by which the
Administrative Committee expects to make a determination with respect to the
claim upon review.  If the extension is required due to the Claimant’s
failure to submit information necessary to decide the claim, the period for
making the determination shall be tolled from the date on which the extension
notice is sent to the Claimant until the earlier of (i) the date on which the
Claimant responds to the Administrative Committee’s request for information, or
(ii) expiration of the forty-five (45) day period commencing on the date that
the Claimant is notified that the requested additional information must be
provided.


    
      
         


      

      
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    (iii)           Reserved.

    


    (iv)           The
Administrative Committee, in its sole discretion, may hold a hearing regarding
the claim and request that the Claimant attend.  If a hearing is held,
the Claimant shall be entitled to be represented by counsel.

    


    (v)        
   The Administrative Committee’s decision upon review on
the Claimant’s claim shall be communicated to the Claimant in
writing.  If the claim upon review is denied, the notice to the
Claimant shall set forth:

    


    (A) The specific
reason or reasons for the decision, with references to the specific Plan
provisions on which the determination is based;

    


    (B) A statement
that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other
information relevant to the claim; and

    


    (C) A statement of
the Claimant’s right to bring a civil action under Section 502 of
ERISA.

    


    (D) In addition, in
the case of a disability claim that is wholly or partially denied, the notice to
the Claimant shall set forth:

    


    (I)        
    if an internal rule, guideline, protocol, or
other similar criterion was relied upon in making the adverse determination,
either the specific rule, guideline, protocol, or other similar criterion; or a
statement that such rule, guideline, protocol, or other similar criterion was
relied upon in making the adverse determination and that a copy of the rule,
guideline, protocol, or other similar criterion will be provided free of charge
to the Claimant upon request; and

    


    (II)        
   if the adverse benefit determination is based on a
medical necessity or experimental treatment or similar exclusion or limit,
either an explanation of the scientific or clinical judgment for the
determination, applying the terms of the Plan to the Claimant's medical
circumstances, or a statement that such explanation will be provided free of
charge upon request.


    
      
         


      

      
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    (vi)           Any
review of a claim involving a determination of a claim for disability benefits
shall not afford deference to the initial adverse benefit determination and
shall not be determined by any individual who made the initial adverse benefit
determination or a subordinate of such individual.  In deciding a
review of any adverse benefit determination that is based in whole or in part on
a medical judgment, including determinations with regard to whether a particular
treatment, drug, or other item is experimental, investigational, or not
medically necessary or appropriate, the Administrative  Committee
shall consult with a health care professional who has appropriate training and
experience in the field of medicine involved in the medical
judgment.

    


    (c)      
     All interpretations, determinations and
decisions of the Administrative Committee with respect to any claim, including
without limitation the appeal of any claim, shall be made by the Administrative
Committee, in its sole discretion, based on the Plan and comments, documents,
records, and other information presented to it, and shall be final, conclusive
and binding.

    


    (d)     
      The claims procedures set forth in
this Section are intended to comply with U.S. Department of Labor Regulation §
2560.503-1 and should be construed in accordance with such
regulation.  In no event shall it be interpreted as expanding the
rights of Claimants beyond what is required by Department of Labor Regulation §
2560.503-1.

    


    (e)       
    A Claimant, or his or her duly authorized
representative, may commence a lawsuit to obtain benefits only after he or she
has exhausted the claims procedures described in this Section 16.01, and a final
decision has been rendered or deemed rendered on
appeal.  Notwithstanding anything herein to the contrary, unless
prohibited by law, any lawsuit with regard
to the denial of benefits under the Plan must be commenced within one (1) year
from the earliest of (i) the date that the appeal was denied or (ii) the
expiration of the time by which the Plan was required to render a decision on
appeal under the procedures set forth above if an appeal had been
made.  All lawsuits commenced after such period shall be deemed to
have been waived by the Claimant and shall thereafter be wholly
unenforceable.  Nothing in this paragraph shall be construed to extend
any otherwise applicable statute of limitations period set forth under ERISA or
any under any other applicable law.


    
      
         


      

      
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    ARTICLE
XVII

    MISCELLANEOUS

    


    17.01        If
any provision of this Plan shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining parts of this Plan, but
such illegal or invalid provision shall be deemed modified to the extent
necessary to conform to applicable law and carry out the purposes of this Plan,
or, if such modification is impossible, the Plan shall be construed and enforced
as if such illegal or invalid provision had never been inserted
herein.

    


    17.02        The
Plan shall be governed, construed and enforced in accordance with the laws of
the State of New York (without reference to its Conflict of Laws provisions),
except to the extent preempted by ERISA, the Code, or other federal law,
including the Defense of Marriage Act, and subject to the applicable provisions
of the laws of the United States of America.

    


    17.03        Wherever
any words are used herein in the masculine gender, they shall be construed as
though they were also used in the feminine gender in all cases where they would
so apply, and vice
versa, and wherever any words are used herein in the singular form, they
shall be construed as through they were also used in the plural form in all
cases where they would so apply, and vice
versa.

    


    17.04        The
adoption and maintenance of this Plan shall not be deemed to constitute a
contract between any Employer and any person or to be a consideration for the
employment of any person.  Nothing contained herein shall be deemed to
give any person the right to be retained in the employ of any Employer or to
derogate from the right of any Employer or discharge any person at any time
without regard to the effect of such discharge upon the rights of such person as
a Participant in this Plan.

    


    17.05        Except
as otherwise provided by ERISA, no liability shall attach to any Employer for
payment of any benefits or claims hereunder, and all participants and
Beneficiaries, and all persons claiming under or through them, shall have
recourse only to the Trust Fund for payment of any benefit
hereunder.

    


    17.06        Nothing
in this Plan, express or implied, is intended, or shall be construed, to confer
upon or give to any person, firm, association or corporation, other than the
parties hereto and their successors in interest, any right, remedy or claim
under or by reason of this Plan or any covenants, condition or stipulation
hereof, and all covenants, conditions and stipulations in this plan, by or on
behalf of any party, shall be for the sole and exclusive benefit of the parties
hereto.


    
      
         


      

      
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    (a)      
     Any contribution to the Plan made by an
Employer by a mistake in fact may be returned to such Employer at the direction
of the Administrative Committee within one (1) year after the date of the
payment of such contribution.

    


    (b)     
      Each contribution made to this Plan
by an Employer is conditioned upon its deductibility under Section 404 of the
Code.  If the deduction is disallowed, such contribution shall, to the
extent disallowed as a deduction, be returned to such Employer within one (1)
year following the date of disallowance.

    


    (c)       
    This Plan is established for the exclusive
benefit of the Participants herein and their Beneficiaries.  Except as
provided in Section 14.05 and this Section 17.06, it shall be impossible for any
assets of the Trust to revert to any Employer prior to the satisfaction of all
liabilities hereunder with respect to all Participants and their
Beneficiaries.


    
      
         


      

      
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    ARTICLE
XVIII

    ADMINISTRATION OF THE
PLAN

    


    18.01        Administrative
Committee.  There is hereby created an Administrative Committee
for  the Plan.  The general administration of the Plan on
behalf of the Plan Administrator shall be placed in the Administrative
Committee.

    


    18.02        Investment
Committee.  There is hereby created an Investment Committee for
the Plan, which shall oversee the investment of the assets of the Trust Fund
subject to ERISA.

    


    18.03        Payment of Benefits
(Administrative Committee).  The Administrative Committee shall
advise the Trustee in writing with respect to all benefits which become payable
under the terms of the Plan and shall direct the Trustee to pay such benefits on
order of the Administrative Committee.  In the event that the Trust
Fund shall be invested in whole or in part in one or more insurance contracts,
the Administrative Committee shall be authorized to give to any insurance
company issuing such a contract such instructions as may be necessary or
appropriate in order to provide for the payment of benefits in accordance with
the Plan.

    


    18.04        Powers and Authority; Action
Conclusive (Administrative Committee).  Except as otherwise
expressly provided in the Plan or in the Trust Agreement, or by the Investment
Committee, the Administrative Committee shall have the exclusive right, power,
and authority, in its sole and absolute discretion, to administer, apply and
interpret the Plan, Trust Agreement and any other Plan documents and to decide
all matters arising in connection with the operation or administration of the
Plan and the Trust.  Subject to the immediately preceding sentence,
the Administrative Committee shall have all powers necessary or helpful for the
carrying out of its responsibilities, and the decisions or action of the
Administrative Committee in good faith in respect of any matter hereunder shall
be conclusive and binding upon all parties concerned.

    


    Without
limiting the generality of the foregoing, the Administrative Committee has the
complete authority, in its sole and absolute discretion, to:

    


    (a)  
         Determine all
questions arising out of or in connection with the interpretation of the terms
and provisions of the Plan except as otherwise expressly provided
herein;

    


    (b)   
        Make rules and
regulations for the administration of the Plan which are not inconsistent with
the terms and provisions of the Plan, and fix the annual accounting period of
the trust established under the Trust Agreement as required for tax
purposes;

    


    (c)     
      Construe all terms, provisions,
conditions of and limitations to the Plan;


    
      
         


      

      
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    (d)       
    Determine all questions relating to (A) the
eligibility of persons to receive benefits hereunder, (B) the periods of
service, including Hours of Service, Credited Service and Years of Service, and
the amount of Compensation of a Participant during any period hereunder, and (C)
all other matters upon which the benefits or other rights of a Participant or
other person shall be based hereunder; and

    


    (e)       
    Determine all questions relating to the
administration of the Plan (A) when disputes arise between the Employer and a
Participant or his Beneficiary, Spouse or legal representatives, and (B)
whenever the Administrative Committee deems it advisable to determine such
questions in order to promote the uniform administration of the
Plan.

    


    The
Administrative Committee may recoup on behalf of the Plan any payment made in
error by the Plan to any person, and any such amount will be returned to the
Plan.

    


    All
determinations made by the Administrative Committee with respect to any matter
arising under the Plan Trust Agreement and any other Plan documents shall be
final and binding on all parties.  The foregoing list of powers is not
intended to be either complete or exclusive and the Administrative Committee
shall, in addition, have such powers as the Plan Administrator deems appropriate
and delegates to it and such powers as may be necessary for the performance of
its duties under the Plan and the Trust Agreement.

    


    18.05        Reliance on Information
(Administrative Committee).  The members of the Administrative
Committee and any Employer or affiliate thereof (including the Company) and its
officers, directors and employees shall be entitled to rely upon all tables,
valuations, certificates, opinions and reports furnished by any accountant,
trustee, insurance company, counsel or other expert who shall be engaged by the
Company or an affiliate thereof or the Administrative Committee, and the members
of the Administrative Committee and any Employer or affiliate thereof (including
the Company) and its officers, directors and employees shall be fully protected
in respect of any action taken or suffered by them in good faith in reliance
thereon, and all action so taken or suffered shall be conclusive upon all
persons affected thereby.

    


    18.06        Actions to be Uniform;
Regular Personnel Policies to be Followed.  Any discretionary
actions to be taken under this Plan by the Administrative Committee or
Investment Committee with respect to the classification of the Employees,
contributions, or benefits shall be uniform in their nature and applicable to
all Employees similarly situated.  With respect to service with the
Employer, leaves of absence and other similar matters, the Administrative
Committee shall administer the Plan in accordance with the Employer’s regular
personnel policies at the time in effect.


    
      
         


      

      
        74

        
          

        

      

      
         


      

    


    18.07        Fiduciaries.  Any
person or group of persons may serve in more than one fiduciary capacity with
respect to the Plan.  Any Named Fiduciary under the Plan, and any
fiduciary designated  by a Named Fiduciary to whom such power is
granted by a Named Fiduciary under the Plan, may employ one or more persons to
render advice with regard to any responsibility such fiduciary has under the
Plan.

    


    18.08        Plan
Administrator.  The Company shall be the administrator of the
Plan, as defined in Section 3(16)(A) of ERISA and shall be responsible for the
preparation and filing of any required returns, reports, statements or other
filings with appropriate governmental agencies.  The Company or its
authorized designee shall also be responsible for the preparation and delivery
of information to persons entitled to such information under any applicable
law.

    


    18.09        Notices and Elections
(Administrative Committee).  A Participant shall deliver to the
Administrative Committee all directions, orders, designations, notices or other
communications on appropriate forms to be furnished by the Administrative
Committee.  The Administrative Committee shall also receive notices or
other communications directed to Participants from the Trustee and transmit them
to the Participants.  All elections which may be made by a Participant
under this Plan shall be made in a time, manner and form determined by the
Administrative Committee unless a specific time, manner or form is set forth in
the Plan.

    


    18.10        Misrepresentation of
Age.  In making a determination or calculation based upon a
Participant’s age, the Administrative Committee shall be entitled to rely upon
any information furnished by the Participant.  If a Participant
misrepresents the Participant’s age, and the misrepresentation is relied upon by
a Member Company, an affiliate thereof (including the Company) or the
Administrative Committee, the Administrative Committee will adjust the
Participant’s Accrued Benefit to conform to the Participant’s actual age and
offset future monthly payments to recoup any overpayments caused by the
Participant’s misrepresentation.

    


    18.11        Decisions of Administrative
Committee are Binding.  Notwithstanding anything in the Plan to
the contrary, the Administrative Committee shall have discretionary and final
authority to (a) determine all questions concerning eligibility, elections,
contributions and benefits under the Plan, (b) construe all terms of the Plan,
including any uncertain terms, and (c) determine all questions concerning Plan
administration.  The Administrative Committee also has discretion and
authority to interpret Plan terms to reflect the Plan Sponsor's
intent.  In the event of a scrivener's error that renders a Plan term
inconsistent with the Plan Sponsor's intent, the Plan Sponsor's intent controls,
and any inconsistent Plan term is made expressly subject to this
requirement.   In carrying out its functions under the Plan, the
Administrative Committee shall endeavor to act by general rules so as to
administer the Plan in a uniform and nondiscriminatory manner as to all persons
similarly situated. The Administrative Committee has the authority to review
objective evidence to conform the Plan term to be consistent with the Plan
Sponsor's intent.  Any determination made by the Administrator shall
be given deference in the event it is subject to judicial review and shall be
overturned only if it is arbitrary and capricious.


    
      
         


      

      
        75

        
          

        

      

      
         


      

    


    18.12        Spouse’s
Consent.  In addition to when such consent is expressly
required by the terms of this Plan, the Administrative Committee may in its sole
discretion also require the written consent of the Employee’s Spouse to any
other election or revocation of election made under this Plan before such
election or revocation shall be effective.

    


    18.13        Accounts and
Records.  The Administrative Committee and Investment Committee
shall maintain such accounts and records regarding the fiscal and other
transactions of the Plan and such other data as may be required to carry out its
functions under the Plan and to comply with all applicable laws.  The
Administrative Committee shall report annually to the Board on the performance
of its responsibilities and on the performance of any trustee or other persons
to whom any of its powers and responsibilities may have been delegated and on
the administrative operation of the Plan for the preceding year.  The
Investment Committee shall report annually to the Board on the performance of
its responsibilities and on the performance of any trustee, investment manager,
insurance carrier or persons to whom any of its powers and responsibilities may
have been delegated and on the financial condition of the Plan for the preceding
year.

    


    18.14        Forms.  To
the extent that the form or method prescribed by the Administrative Committee to
be used in the operation and administration of the Plan does not conflict with
the terms and provisions of the Plan, such form shall be evidence of (a) the
Administrative Committee’s interpretation, construction and administration of
this Plan and (b) decisions or rules made by the Administrative Committee
pursuant to the authority granted to the Administrative Committee under the
Plan.

    


    18.15        Liability and
Indemnification.  The functions of the Trustees,
Administrative  Committee, the Investment Committee, the Board, and
the Employer under the Plan are fiduciary in nature and each shall be carried
out solely in the interest of the Participants and other persons entitled to
benefits under the Plan for the exclusive purpose of providing the benefits
under the Plan (and for the defraying of reasonable expenses of administering
the Plan).  The Administrative Committee, the Investment Committee,
the Board, and the Employer shall carry out their respective functions in
accordance with the terms of the Plan with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person 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.  No member of the
Administrative Committee or Investment Committee and no officer, director, or
employee of the Employer shall be liable for any action or inaction with respect
to his functions under the Plan unless such action or inaction is adjudicated to
be a breach of the fiduciary standard of conduct set forth
above.


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    The
Company shall indemnify and hold harmless any person who, by virtue of
membership on the Board, Administrative Committee, Investment Committee or any
other committee or by virtue of such person’s status as a director, officer or
employee of the Employer, is deemed or held to be a fiduciary of the Plan within
the meaning of the Act, to the extent not covered by the Company’s insurance,
against any and all claims, loss, damages, expenses, including legal fees and
other expenses of litigation and liability arising from any action or failure to
act, provided that such act or failure to act is not judicially determined to be
due to the gross negligence or willful misconduct of such person, except that
the Company may, in its sole discretion, elect not to enforce this provision in
a case of gross negligence or willful misconduct.  Further, no member
of the Administrative Committee or Investment Committee shall be personally
liable merely by virtue of any instrument executed by him or on his behalf as a
member of the Administrative Committee or Investment Committee.  The
Company may secure and maintain in full force and effect such insurance as may
be reasonably available on behalf of the persons described in this Section
18.15, to cover liability or losses from which the Company is obligated to
indemnify such persons.  The amount and conditions of such insurance
shall be determined by the Company in its sole discretion.


    
      
         


      

      
        77

        
          

        

      

      
         


      

    


    APPENDIX
A

    


    REQUIRED
MINIMUM DISTRIBUTION RULES

    


    Section
1.           
   General
Rules

    


    1.1.           Effective
Date.  The provisions of this Appendix will apply for purposes
of determining required minimum distributions for calendar years beginning with
the 2003 calendar year.

    


    1.2.           Scope.  This
Appendix A describes the required distribution rules for Participants who have
reached their Required Beginning Date, as those terms are defined in the Plan,
as well as the incidental death benefit requirements.  The terms of
this Appendix A shall apply solely to the extent required under Section
401(a)(9) of the Code and shall be null and void to the extent that they are not
required under Section 401(a)(9) of the Code.  This Appendix A is not
intended to defer the timing of a distribution beyond the date otherwise
required under the Plan or to create any benefits (including but not limited to
death benefits) or distribution forms that are not otherwise offered under the
Plan.  Any capitalized terms not otherwise defined in this Appendix A
have the meaning given those terms in the Plan.

    


    1.3.           Precedence.  The
requirements of this Appendix A will take precedence over any inconsistent
provisions of the Plan.

    


    1.4.           Requirements of Treasury Regulations
Incorporated.  All distributions required under this Appendix A
will be determined and made in accordance with the Treasury Regulations under
Section 401(a)(9) of the Internal Revenue Code.

    


    1.5.           TEFRA Section 242(b)(2)
Elections.  Notwithstanding the other provisions of this
Appendix A, other than Section 1.4, distributions may be made under a
designation made before January 1, 1984, in accordance with Section 242(b)(2) of
the Tax Equity and Fiscal Responsibility Act (TEFRA) and any provisions of the
Plan that relate to Section 242(b)(2) of TEFRA.

    


    Section
2.        
      Time and Manner of
Distribution.

    


    2.1.           Required Beginning
Date.  The Participant’s entire interest will be distributed,
or begin to be distributed, to the Participant no later than the Participant’s
Required Beginning Date.


    
      
         


      

      
        Appendix
A-1

        
          

        

      

      
         


      

    


    2.2.           Death of Participant Before
Distributions Begin.  If the Participant dies before
distributions begin, the Participant’s entire interest will be distributed, or
begin to be distributed, no later than as follows:

    


    (a)      
     If the Participant’s surviving Spouse is the
Participant’s sole designated beneficiary, then distributions to the surviving
Spouse will begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died, or by December 31 of the calendar
year in which the Participant would have attained age 70 1/2, if
later.

    


    (b)       
    If the Participant’s surviving Spouse is not the
Participant’s sole designated beneficiary, then distributions to the designated
beneficiary will begin by December 31 of the calendar year immediately following
the calendar year in which the Participant died.

    


    (c)         
  If there is no designated beneficiary as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire interest
will be distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.

    


    (d)          
 If the Participant’s surviving Spouse is the Participant’s sole designated
beneficiary and the surviving Spouse dies after the Participant but before
distributions to the surviving Spouse begin, this Section 2.2, other than
Section 2.2(a), will apply as if the surviving Spouse were the
Participant.

    


    For
purposes of this Section 2.2 and Section 5, distributions are considered to
begin on the Participant’s Required Beginning Date (or, if Section 2.2(d)
applies, the date distributions are required to begin to the surviving Spouse
under Section 2.2(a)).  If annuity payments irrevocably commence to
the Participant before the Participant’s Required Beginning Date (or to the
Participant’s surviving Spouse before the date distributions are required to
begin to the surviving Spouse under Section 2.2(a)), the date distributions are
considered to begin is the date distributions actually commence.

    


    2.3.           Form of
Distribution.  Unless the Participant’s interest is distributed
in the form of an annuity purchased from an insurance company or in a single sum
on or before the Required Beginning Date, as of the first distribution calendar
year distributions will be made in accordance with Sections 3, 4 and 5 of this
Appendix A.  If the Participant’s interest is distributed in the form
of an annuity purchased from an insurance company, distributions thereunder will
be made in accordance with the requirements of Section 401(a)(9) of the Code and
the Treasury Regulations.  Any part of the Participant’s interest
which is in the form of an individual account described in Section 414(k) of the
Code will be distributed in a manner satisfying the requirements of Section
401(a)(9) of the Code and the Treasury Regulations that apply to individual
accounts.


    
      
         


      

      
        Appendix
A-2

        
          

        

      

      
         


      

    


    Section
3.            
   Determination of Amount to be
Distributed Each Year.

    


    3.1.           General Annuity
Requirements.  If the Participant’s interest is paid in the
form of annuity distributions under the Plan, payments under the annuity will
satisfy the following requirements:

    


    (a)         
  the annuity distributions will be paid in periodic payments made at
intervals not longer than one year;

    


    (b)          
 the distribution period will be over a life (or lives) or over a period
certain not longer than the period described in Section 4 or 5;

    


    (c)    
       once payments have begun over a period
certain, the period certain will not be changed even if the period certain is
shorter than the maximum permitted;

    


    (d)     
      payments will either be nonincreasing or
increase only as follows:

    


    (1) 
          by an annual
percentage increase that does not exceed the annual percentage increase in a
cost-of-living index that is based on prices of all items and issued by the
Bureau of Labor Statistics;

    


    (2)  
         to the extent of the
reduction in the amount of the Participant’s payments to provide for a survivor
benefit upon death, but only if the Beneficiary whose life was being used to
determine the distribution period described in Section 4 dies or is no longer
the Participant’s Beneficiary pursuant to a qualified domestic relations order
within the meaning of Section 414(p);

    


    (3)    
       to provide cash refunds of employee
contributions upon the Participant’s death; or

    


    (4)     
      to pay increased benefits that result from a
plan amendment.

    


    3.2.           Amount Required to be Distributed by
Required Beginning Date.  The amount that must be distributed
on or before the Participant’s Required Beginning Date (or, if the Participant
dies before distributions begin, the date distributions are required to begin
under Section 2.22.2(a) or 2.2(b)) is the payment that is required for one
payment interval.  The second payment need not be made until the end
of the next payment interval even if that payment interval ends in the next
calendar year.  Payment intervals are the periods for which payments
are received, e.g., bi-monthly, monthly, semi-annually, or
annually.  All of the Participant’s benefit accruals as of the last
day of the first distribution calendar year will be included in the calculation
of the amount of the annuity payments for payment intervals ending on or after
the Participant’s Required Beginning Date.


    
      
         


      

      
        Appendix
A-3

        
          

        

      

      
         


      

    


    3.3.           Additional Accruals After First
Distribution Calendar Year.  Any additional benefits accruing
to the Participant in a calendar year after the first distribution calendar year
will be distributed beginning with the first payment interval ending in the
calendar year immediately following the calendar year in which such amount
accrues.

    


    Section
4.               
Requirements For Annuity
Distributions That Commence During Participant’s Lifetime.

    


    4.1.           Joint Life Annuities Where the
Beneficiary Is Not the Participant’s Spouse.  If the
Participant’s interest is being distributed in the form of a joint and survivor
annuity for the joint lives of the Participant and a nonspouse Beneficiary,
annuity payments to be made on or after the Participant’s Required Beginning
Date to the designated beneficiary after the Participant’s death must not at any
time exceed the applicable percentage of the annuity payment for such period
that would have been payable to the Participant using the table set forth in
Q&A-2 of Section 1.401(a)(9)-6T of the Treasury Regulations.  If
the form of distribution combines a joint and survivor annuity for the joint
lives of the Participant and a nonspouse Beneficiary and a period certain
annuity, the requirement in the preceding sentence will apply to annuity
payments to be made to the designated beneficiary after the expiration of the
period certain.

    


    4.2.           Period Certain
Annuities.  Unless the Participant’s Spouse is the sole
designated beneficiary and the form of distribution is a period certain and no
life annuity, the period certain for an annuity distribution commencing during
the Participant’s lifetime may not exceed the applicable distribution period for
the Participant under the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations for the calendar year that contains
the annuity starting date.  If the annuity starting date precedes the
year in which the Participant reaches age 70, the applicable distribution period
for the Participant is the distribution period for age 70 under the Uniform
Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations
plus the excess of 70 over the age of the Participant as of the Participant’s
birthday in the year that contains the annuity starting date.  If the
Participant’s Spouse is the Participant’s sole designated beneficiary and the
form of distribution is a period certain and no life annuity, the period certain
may not exceed the longer of the Participant’s applicable distribution period,
as determined under this Section 4.2, or the joint life and last survivor
expectancy of the Participant and the Participant’s Spouse as determined under
the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the
Treasury Regulations, using the Participant’s and Spouse’s attained ages as of
the Participant’s and Spouse’s birthdays in the calendar year that contains the
annuity starting date.


    
      
         


      

      
        Appendix
A-4

        
          

        

      

      
         


      

    


    Section
5.             
  Requirements For
Minimum Distributions Where Participant Dies Before Date Distributions
Begin.

    


    5.1.           Participant Survived by Designated
Beneficiary.  If the Participant dies before the date
distribution of his or her interest begins and there is a designated
beneficiary, the Participant’s entire interest will be distributed, beginning no
later than the time described in Section 2.22.2(a) or 2.2(b), over the life of
the designated beneficiary or over a period certain not exceeding:

    


    (a)     
      unless the annuity starting date is before
the first distribution calendar year, the life expectancy of the designated
beneficiary determined using the Beneficiary’s age as of the Beneficiary’s
birthday in the calendar year immediately following the calendar year of the
Participant’s death; or

    


    (b)       
    if the annuity starting date is before the first
distribution calendar year, the life expectancy of the designated beneficiary
determined using the Beneficiary’s age as of the Beneficiary’s birthday in the
calendar year that contains the annuity starting date.

    


    5.2.           No Designated
Beneficiary.  If the Participant dies before the date
distributions begin and there is no designated beneficiary as of September 30 of
the year following the year of the Participant’s death, distribution of the
Participant’s entire interest will be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant’s death.

    


    5.3.           Death of Surviving Spouse Before
Distributions to Surviving Spouse Begin.  If the Participant
dies before the date distribution of his or her interest begins, the
Participant’s surviving Spouse is the Participant’s sole designated beneficiary,
and the surviving Spouse dies before distributions to the surviving Spouse
begin, this Section 5 will apply as if the surviving Spouse were the
Participant, except that the time by which distributions must begin will be
determined without regard to Section 2.22.2(a).


    
      
         


      

      
        Appendix
A-5

        
          

        

      

      
         


      

    


    Section
6.           
    Definitions.

    


    6.1.           Designated
beneficiary.  The individual who is designated as the
Beneficiary under Section 1.09 of the Plan and is the designated
beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section
1.401(a)(9)-4, Q&A-1, of the Treasury Regulations.

    


    6.2.           Distribution calendar
year.  A calendar year for which a minimum distribution is
required.  For distributions beginning before the Participant’s death,
the first distribution calendar year is the calendar year immediately preceding
the calendar year which contains the Participant’s Required Beginning
Date.  For distributions beginning after the Participant’s death, the
first distribution calendar year is the calendar year in which distributions are
required to begin pursuant to Section 2.2.

    


    6.3.           Life
expectancy.  Life expectancy as computed by use of the Single
Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

    


    6.4.           Required Beginning
Date.  The date specified in Section 1.46 of the
Plan.


    
      
         


      

      
        Appendix
A-6

        
          

        

      

      
         


      

    


    APPENDIX
B

    


    COMMON OR
COLLECTIVE TRUST FUNDS OR

    


    POOLED
INVESTMENT FUNDS

    


    


    


    Bernstein
Global Style Blend Series

    Alliance
Institutional Enhanced Sector Rotation Fund

     

     

    Appendix B-1