ex10_01.htm


    
      

    

     
Exhibit 10.1

     

    Amendment
and Restatement

     

    of
the

     

    Profit
Sharing Plan for Employees

     

    of

     

    AllianceBernstein
l.p.

     

    (As of
January 1, 2008)

     

    
      
        
          
          

        

        
           


          
            

          

        

        
          
          

        

      

    

    


    TABLE OF
CONTENTS

     

    
      
        
          
            	
                     
      

                  	 	
                    PAGE

                  
	
                    ARTICLE
      I

                  	
                    DEFINITIONS

                  	
                    2

                  
	
                    ARTICLE
      II

                  	
                    MEMBERSHIP

                  	
                    12

                  
	
                    ARTICLE
      III

                  	
                    CREDITING
      OF SERVICE

                  	
                    15

                  
	
                    ARTICLE
      IV

                  	
                    COMPANY
      CONTRIBUTIONS

                  	
                    17

                  
	
                    ARTICLE
      V

                  	
                    MEMBER
      SALARY DEFERRAL ELECTIONS, SALARY DEFERRAL CONTRIBUTIONS AND ROLLOVER
      CONTRIBUTIONS

                  	
                    19

                  
	
                    ARTICLE
      VI

                  	
                    ROTH
      ELECTIVE DEFERRALS

                  	
                    26

                  
	
                    ARTICLE
      VII

                  	
                    ALLOCATIONS
      OF COMPANY CONTRIBUTIONS AND FORFEITURES

                  	
                    27

                  
	
                    ARTICLE
      VIII

                  	
                    ACCOUNTS,
      ALLOCATIONS AND LOANS

                  	
                    30

                  
	
                    ARTICLE
      IX

                  	
                    VALUATION

                  	
                    33

                  
	
                    ARTICLE
      X

                  	
                    DETERMINATION
      OF BENEFITS

                  	
                    37

                  
	
                    ARTICLE
      XI

                  	
                    TIME
      AND MANNER OF PAYMENT OF BENEFITS

                  	
                    40

                  
	
                    ARTICLE
      XII

                  	
                    ADMINISTRATION
      OF THE PLAN

                  	
                    45

                  
	
                    ARTICLE
      XIII

                  	
                    THE
      TRUST FUND

                  	
                    55

                  
	
                    ARTICLE
      XIV

                  	
                    CERTAIN
      RIGHTS AND OBLIGATIONS OF THE COMPANY

                  	
                    56

                  
	
                    ARTICLE
      XV

                  	
                    NON-ALIENATION
      OF BENEFITS

                  	
                    58

                  
	
                    ARTICLE
      XVI

                  	
                    AMENDMENTS

                  	
                    59

                  
	
                    ARTICLE
      XVII

                  	
                    LIMITATIONS
      ON BENEFITS AND CONTRIBUTIONS

                  	
                    60

                  
	
                    ARTICLE
      XVIII

                  	
                    TOP-HEAVY
      PLAN YEARS

                  	
                    61

                  
	
                    ARTICLE
      XIX

                  	
                    MISCELLANEOUS

                  	
                    64

                  
	 
      	 
      	 
      
	
                    APPENDIX
      A.

                  	
                    REQUIRED
      DISTRIBUTION RULES

                  	
                    60

                  
	
                    APPENDIX
      B.

                  	
                    COMMON
      OR COLLECTIVE TRUST FUNDS OR POOLED INVESTMENT FUNDS

                  	
                    64

                  


          

        

      

    


    
      
        
        

      

      
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    Amended
And Restated

     

    Profit
Sharing Plan for Employees

     

    of
AllianceBernstein l.p.

     

    (as
of January 1, 2008)

     

    WHEREAS,
the Profit Sharing Plan for Employees of AllianceBernstein L.P. (the “Plan”)
(formerly known as the Profit Sharing Plan for Employees of Alliance Capital
Management L.P.) was originally established effective as of January 1, 1972 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, changes in applicable law and the investment in Units of
AllianceBernstein Holding L.P. (“AllianceBernstein Holding”); and

     

    WHEREAS,
the Plan was amended effective January 1, 1995 to reflect the merger of the
Alliance Capital Management L.P. Profit Sharing Plan for Former Employees of
Equitable Capital Management Corporation with and into this Plan;
and

     

    WHEREAS,
the Plan was amended to comply with the Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA”) and other applicable legislation, which
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,
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,
the Plan has been amended and is hereby amended and restated to comply with 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.

     

    For the
purposes of this Plan, except as otherwise herein expressly provided or unless
the context otherwise requires, when capitalized:

     

    Section
1.01.       “Account” means any
one or more of the following accounts maintained by the Administrative Committee
for a Member:

     

    
      	
               
      

            	
              (a)

            	
              his
      Company Contributions Account;

            


    

     

    
      	
               
      

            	
              (b)

            	
              his
      Member Contributions Account;

            


    

     

    
      	
               
      

            	
              (c)

            	
              his
      Member Salary Deferral Account;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Roth
      Elective Deferral Account; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              his
      Rollover Account.

            


    

     

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

     

    Section
1.03.       “Accounting Date”
means the last business day of each Plan Year and any other date which may be
determined by the Administrative Committee under uniform and non-discriminatory
procedures established by the Committee.

     

    Section
1.04        “Administrative
Committee” means the administrative committee appointed pursuant to
Section 12.01.

     

    Section
1.05.       “After-Tax Rollover
Contributions” means an amount of after-tax employee contributions
contributed or transferred to the Trust in accordance with Section
5.03(b).

     

    Section
1.06        “Anniversary Year”
means each twelve (12) month period beginning on an Employee’s Employment
Commencement Date or any annual anniversary thereof.

     

    Section
1.07.       “Affiliate” means any
corporation or unincorporated business (a) controlled by, or under common
control with, the Company within the meaning of Code Sections 414(b) and (c), or
(b) which is a member of an “affiliated service group”, as defined in Code
Section 414(m), of which the Company is a member.

     

    Section
1.08.       “Assignor Limited
Partner” shall mean Alliance ALP, Inc., a Delaware corporation, or any
individual, corporation, association, partnership, joint venture, entity, estate
or other entity or organization designated by the general partner of the Company
to serve as a substitute therefore.


    
      
        
        

      

      
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    Section
1.09.       “Beneficiary” means
the person (including a trust or estate of a Member) designated by a Member, or
who may otherwise be entitled under the terms of the Plan to receive the
balance, if any, of the Member’s Accounts upon the Member’s death.

     

    Section
1.10.       “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.

     

    Section
1.11.       “Break in Service”
means, with respect to any Employee, any Anniversary Year ending on or after the
date of his Severance from Employment and before his date of re-employment, if
any, in which he does not complete more than five hundred (500) Hours of Service
with Employers or Affiliates.

     

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

     

    Section
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.

     

    Section
1.14.       “Company Contribution”
means a contribution for a Plan Year made by an Employer to the Trust pursuant
to Section 4.01 or Section 4.02, but not Section 5.01, including any amount to
be applied from the Unallocated Forfeitures Account in reduction of the
contribution which would otherwise be made for the Plan Year
involved.

     

    Section
1.15.       “Company Contributions
Account” means the Account consisting of the balance attributable to
Company Contributions.

     

    Section
1.16.       “Compensation” means a
Member’s base salary (or Draw, if no base salary) received for services rendered
to an Employer, which term shall include the amount of a Member’s Member Salary
Deferral and any other salary deferrals pursuant to Code Sections 401(k), 125 or
132(f), but shall not include overtime pay, bonuses, severance pay,
distributions on Units, reimbursement for moving expenses, reimbursement for
educational expenses, reimbursement for any other expenses, contributions or
benefits paid under this Plan or any other plan of deferred compensation, or any
other extraordinary item of compensation or income; provided that in the case of
a Member whose compensation from an Employer includes commissions, commissions
shall be included only to the extent that the Member’s aggregate compensation
taken into account does not exceed $100,000 and provided further that such
amount shall be prorated for those Members (based on amount of service as a
Member (as defined pursuant to Article IV)) for purposes of Company Profit
Sharing Contributions and Company Matching Contributions.  In
addition, Compensation shall not include amounts paid to non-resident aliens
which do not constitute income from United States sources (within the meaning of
Code Section 862) except in the case of a non-resident alien who is a Member and
for whom the Company so specifies.  Effective as of January 1, 2006,
Compensation of a Member in excess of $220,000 (or such other amount prescribed
under Code Section 401(a)(17), including any cost-of-living adjustments) shall
not be taken into account under the Plan for the purpose of determining
benefits.


    
      
        
        

      

      
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    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 Member in cash in lieu of
group health coverage because the Member 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 Member’s other health coverage as part of the enrollment process
for the health plan.

     

    Section
1.17.       “Draw” means
compensation received on a regular basis at a consistent rate which may be
offset against commissions earned by an Employee who does not receive base
salary.

     

    Section
1.18.       “ECMC Plan” means the
Alliance Capital Management L.P. Profit Sharing Plan for Former Employees of
Equitable Capital Management Corporation as in effect immediately prior to
January 1, 1995.

     

    Section
1.19.       (a)  “Employee” means,
except as provided in Subsection (c), any person employed by an Employer or an
Affiliate, but excluding any person who is an independent
contractor.

     

    (b)       
    An Excluded Employee (as defined in Subsection
(c)) shall be considered an Employee for all purposes under the Plan except
that:

     

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

     

    (2)     
  a Member who becomes an Excluded Employee shall be an Inactive
Member while he remains an Excluded Employee.

     

    (c)         
  An Excluded Employee shall mean an individual in the employ
of an Employer or an Affiliate who:

     

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

     

    (2)   
    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 any such Employer or Affiliate;
or

     

    (3)   
    is not an Excluded Employee under Paragraph (4) of this
Subsection (c) and is neither a resident nor a citizen of the United States, nor
receives “earned income”, within the meaning of Code Section 911(b), from an
Employer or Affiliate that constitutes income from sources within the United
States, within the meaning of Code Section 861(a)(3), unless the individual
became a Member 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


    
      
        
        

      

      
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    (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 Retirement 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 a “Leased Employee.”  For purposes of this
Plan, “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 Code Section
414(n)(6) 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.

     

    Section
1.20.       “Employer” means the
Company and any Affiliate which, with the consent of the Board, has adopted the
Plan as a Member herein, and any successor to any such Employer.

     

    Section
1.21.       “Employment Commencement
Date” means:

     

    (a)       
    the date on which an Employee first performs an
Hour of Service; or

     

    (b)            in
the case of a former Employee who has incurred a Break in Service, the date on
which he first completes an Hour of Service following his Severance from
Employment.

     

    Section
1.22.       “Entry Date” means
January 1 and July 1 of each Plan Year after 1988.  Notwithstanding
the foregoing, as provided in Section 2.01(b), for purposes of a Member’s
eligibility to make Member Salary Deferrals, “Entry Date” shall mean the first
day of the calendar month occurring after the completion of the Member’s first
regular payroll period; and further provided that, effective on and after
September 1, 2007, “Entry Date” shall mean the first day that is
administratively feasible as determined by the Investment Committee or the
Administrative Committee following the Employee’s Employment Commencement
Date.

     

    Section
1.23.       “Highly Compensated
Employee” means an Employee who, with respect to the “determination
year”:

     

    (a)            owned
(or is considered as owning within the meaning of Code Section 318) at any time
during the “determination year” or “look-back year” more than five percent of
the outstanding stock of the Employer or stock possessing more than five percent
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 Code Section
318); or

     

    (b)            who
received “415 Compensation” during the “look-back year” from the Employer in
excess of $80,000 and was in the Top Paid Group of Employees for the “look-back
year”.


    
      
        
        

      

      
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    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.”

     

    For
purposes of this Section, “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 Code Section 402(g)(3)) 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
Code Sections 125, 132(f)(4), 401(k) or 457.

     

    The
dollar threshold amount specified in (b) above shall be adjusted 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
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) 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 Code Sections 414(n)(2) and 414(o)(2)
shall be considered Employees unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) 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”.

     

    Section
1.24.       “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 for determining who is a “Highly
Compensated Former Employee” shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is
applicable.

     

    Section
1.25.       (a)  “Hour of Service”
means:

     

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

     

    (2)    
   each hour of a period during which no duties are performed due
to vacation, holiday, illness, incapacity, layoff, jury duty, military duty or
leave of absence, determined in accordance with the following rule: he shall be
credited with (45) Hours of Service for each week or partial week of the period
of  absence.


    
      
        
        

      

      
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    (3)    
   each hour during the Employee’s period of service in the Armed
Forces of the United States, credited on the basis of forty (40) Hours of
Service for each week, or eight (8) Hours of Service for each weekday, of such
service, if the Employee retains re-employment rights under the Military
Selective Service Act and is re-employed by an Employer or Affiliate within the
period provided by such Act; and

     

    (4)    
   each hour 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 in this Subsection (a).

     

    (5)        (A)       solely
for purposes of Section 1.10, each hour of an Employee’s absence commencing on
or after January 1, 1985:

     

    (i)      
  by reason of leave pursuant to the FMLA;

     

    (ii)     
  by reason of the pregnancy of such Employee;

     

    (iii)       by
reason of the birth of a child of such Employee;

     

    (iv)       by
reason of the placement of a child in connection with the adoption of such child
by the Employee; or

     

    (v)    
   for purposes of caring for such child for a period
beginning immediately following such birth or placement, determined in
accordance with Subparagraphs (B), (C) and (D).

     

    (B)       The
number of hours credited to an Employee pursuant to Subparagraph (A) shall
be:

     

    (i)     
   the number of hours which otherwise would normally have
been credited to such Employee but for such absence; or

     

    (ii)     
   in any case in which the Plan cannot determine the
number of hours which would normally be credited to such individual, a total of
eight (8) Hours of Service for each day of such absence,

     

    except
that the total number of Hours of Service credited to an Employee under this
Paragraph (5) shall not exceed 501 Hours of Service for any such period of
absence.

     

    (C)       The
Hours of Service credited to an Employee pursuant to this Paragraph (5) shall be
credited:

     

    (i)      
  only in the Anniversary Year in which such period of absence
began, if such Employee would be prevented from incurring a Break in Service in
such Anniversary Year solely because of the crediting of Hours of Service during
such period of absence pursuant to this Paragraph (5); or


    
      
        
        

      

      
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    (ii)        
 in any other case, in the Anniversary Year next succeeding the
commencement of such period of absence.

     

    (D)       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:

     

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

     

    (ii)    
    the number of days during which such absence
continued.

     

    (b)      
    The number of Member’s Hours of Service and the
Plan Year or other computation period to which they are to be credited shall be
determined in accordance with Section 2530.200b-2 of the Rules and Regulations
for minimum Standards for Employee Pension Benefit Plans, which Section is
hereby incorporated by reference into this Plan.

     

    (c)         
  An Employee’s Hours of Service need not be determined from
employment records, and such Employee may, in accordance with uniform and
non-discriminatory 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).

     

    Section
1.26.       “Inactive Member”
means a Member described in Section 2.02(b).  An Inactive Member shall
be treated as a Member for purposes of Article VIII and Section 12.03, but shall
not otherwise be deemed a Member of the Plan.

     

    Section
1.27.       “Independent
Fiduciary” means a person or entity who is not an employee or officer of
the Company or its Affiliates who is appointed by the Company pursuant to
Section 12.07 to perform the functions described therein.

     

    Section
1.28.       “Initial Automatic Enrollment
Percentage” means the percentage of a Member’s Salary Reduction
Compensation as defined in Section 5.01(c) that is contributed to his Member
Salary Deferral Account where a Member fails to make an affirmative election of
a Member Salary Deferral percentage.  The Initial Automatic Enrollment
Percentage shall be three percent (3%).

     

    Section
1.29.        “Investment Committee”
means the investment committee appointed by   the Board pursuant
to Section 12.02.

     

    Section
1.30.       “Investment Fund”
means those investment funds which may, from time to time, be made available for
investment pursuant to Article VIII.

     

    Section
1.31.       “Leave of Absence”
means any absence or leave approved by an Employee’s Employer.


    
      
        
        

      

      
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    Section
1.32.       “Loan Account” means
the account maintained by the Administrative Committee for a “Borrower” as
defined in Section 8.07 in which a loan by the Borrower made pursuant to that
Section is held.

     

    Section
1.33.       “Member” means any
person who has been admitted to membership in this plan pursuant to Section 2.01
or 2.03 and whose membership has not terminated pursuant to Section
2.02.  In addition, for purposes of Article VIII and Section 12.03,
the term “Member” includes a former Member or Beneficiary for whom an Account is
maintained under the Plan.

     

    Section
1.34.       “Member Contributions
Account” means the Account maintained for a Member in which are held (a)
voluntary contributions made under the Plan by the Member prior to 1989, if any,
(b) “member contributions” (as defined in the ECMC Plan) made under the ECMC
Plan prior to January 1, 1995, if any, (c) after-tax contributions made under
the SCB Savings or Cash Option Plan for Employees, if any, and (d) After-Tax
Rollover Contributions made hereunder on or after September 1, 2007, if
any.

     

    Section
1.35.       “Member Salary
Deferral” means an elective salary deferral made by a Member in
accordance with Section 5.01.

     

    Section
1.36.       “Member Salary Deferral
Account” means the Account of a Member established pursuant to Section
8.02 consisting of the balance attributable to his Member Salary
Deferrals.  The balance of a Member Salary Deferral Account does not
include Roth Elective Deferrals.

     

    Section
1.37.       “Normal Retirement
Date” means the first day of the calendar month coincident with or next
following a Member’s sixty-fifth (65th) birthday.

     

    Section
1.38.       “Permanent Disability”
means a physical or mental disability which a licensed physician acceptable to
the Company has certified as permanent or likely to be permanent and as
rendering the Member unable to perform his customary duties.  In the
determination of Permanent Disability, the Company shall act in a uniform and
non-discriminatory manner with respect to all Employees similarly
situated.

     

    Section
1.39.       “Plan” means this
Profit Sharing Plan, as herein set forth, and as hereafter amended from time to
time.

     

    Section
1.40.       “Plan Year” means the
calendar year.

     

    Section
1.41.       “Required Beginning
Date” means

     

    (a)    
      for a Member who is not a 5-percent
owner (as defined in Code Section 416) 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 Member’s (i)
attainment of age 701⁄2 or (ii) Retirement.


    
      
        
        

      

      
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    (b)       
    for a Member who (i) is a 5-percent owner (as
defined in Code Section 416) 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 Member attains age 701⁄2.

     

    Notwithstanding
the foregoing, effective January 1, 2004, the Required Beginning Date of any
Member who attained age 701⁄2 prior to January 1, 1998 is the April 1 of the
calendar year following the calendar year in which occurs the later of the
Member’s (i) attainment of age 701⁄2 or (ii) Severance from Employment; provided
that, if such a Member who has commenced receiving minimum distributions in
accordance with Code Section 401(a)(9) does not elect, pursuant to Section
11.08(h) of the Plan, to cease receiving such minimum distributions, the
Required Beginning Date of such Member shall be age 701⁄2.

     

    Section
1.42.       “Retirement” means a
Severance from Employment (a) on or after a Member’s Normal Retirement Date; or
(b) on account of his Permanent Disability.

     

    Section
1.43.       “Rollover Account”
means the Account attributable to contributions and transfers referred to in
Section 5.03(a).

     

    Section
1.44.       “Rollover
Contribution” means an amount contributed or transferred to the Trust in
accordance with Section 5.03(a).

     

    Section
1.45.       “Roth Elective
Deferral” means an elective deferral made in accordance with Section 6.01
that is

     

    (a)            designated
irrevocably by the Member at the time of the cash or deferred election as a Roth
elective deferral that is being made in lieu of all or a portion of the pre-tax
elective deferrals the Member is otherwise eligible to make under the Plan;
and

     

    (b)            treated
by the Employer as includible in the Member’s income at the time the Member
would have received that amount in cash if the Member had not made a cash or
deferred election.

     

    Section
1.46.       “Roth Elective Deferral
Account” means the Account attributable to Roth Elective Deferrals
referred to in Section 6.02.

     

    Section
1.47.       “Severance from
Employment” means termination of employment with an Employer or Affiliate
for any reason; provided, however, that no Severance from Employment shall be
deemed to occur upon an Employee’s transfer from the employ of one Employer or
Affiliate to another Employer or Affiliate.

     

    Section
1.48.       “Testing Compensation”
means income reported as wages, tips and other compensation on Form W-2 plus
pre-tax deductions under Code Sections 125, 132(f), 401(k), and
402(g)(3).  Testing Compensation shall include Deemed 125
Compensation, as defined in Section 1.16 of the Plan.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Section
1.49.       “Top Paid Group”
means the top 20 percent 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 1.23) 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 Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) 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
Code Section 911(d)(2) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) 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 17 1⁄2 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.

            


    

     

    Section
1.50.       “Trust” means the
trust established pursuant to the Trust Agreement to hold the assets of the
Plan.

     

    Section
1.51.       “Trust Agreement”
means the trust agreement providing for the Trust Fund.

     

    Section
1.52.       “Trust Fund” means all
the assets of the Plan which are held by the Trustee under the Trust
Agreement.

     

    Section
1.53.       “Trustee” means the
trustee or trustees from time to time in office under the Trust
Agreement.

     

    Section
1.54.       “Unallocated Forfeitures
Account” means the Account to be maintained by the Administrative
Committee pursuant to Section 10.06(b).

     

    Section
1.55       “Uncashed Check
Account” means the Account to be maintained by the Administrative
Committee pursuant to Section 10.06(d).

     

    Section
1.56.       “Unit” means a unit
representing the assignment of beneficial ownership of limited partnership
interests in AllianceBernstein Holding L.P.

     

    Section
1.57.       “Years of Service”
means the aggregate period of service with which an Employee is credited under
the provisions of Article III.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    ARTICLE
II

    


    MEMBERSHIP

     

    
      	
               
      

            	
              Section
      2.01.

            	
              Admission to the
      Plan.

            


    

     

     (a)       
   Each individual who was a Member of the Plan on
December 31, 1988 and who did not cease to be a Member on that date shall
continue to be a Member on January 1, 1989.  Each Employee whose
Employment Commencement Date was before January 1, 1989 and who prior to January
1, 1989 completed at least one (1) Year of Service shall become a Member on
January 1, 1989, or on the first Entry Date subsequent to the date on which he
attains his twenty-first (21st) birthday, whichever is later, provided he is an
Employee on such January 1, 1989 or other Entry Date, as applicable. Each
Employee who would have been eligible to participate in the ECMC Plan as of
January 1, 1995, if the ECMC Plan had not been merged with and into this Plan
effective that date, shall become a Member of this Plan on January 1,
1995.  Any person who was either (i) a participant in the SCB Savings
or Cash Option Plan for Employees prior to December 31, 2003 or (ii) eligible to
participate in the SCB Savings or Cash Option Plan for Employees prior to
December 31, 2003, shall become a Member for all purposes of the Plan on January
1, 2004, or if not an Employee on January 1, 2004, on the Employee’s rehire
date.

     

     (b)        
  (i)  Except as otherwise provided in Section
2.01(a) or 2.03, an Employee of an Employer shall become a Member of the Plan
solely for purposes of eligibility to make Member Salary Deferrals, on the first
Entry Date subsequent to the Employee’s Employment Commencement Date (and, prior
to January 1, 2007, or, if later, the first Entry Date subsequent to the date on
which he attains his twenty-first (21st) birthday).

     

     (ii)          Except
as otherwise provided in Section 2.01(a) or 2.03, an Employee of an Employer
shall become a Member of the Plan, solely for purposes of eligibility to receive
Company Contributions under Articles IV and VII, on the later of:

     

    (A)       the
first Entry Date subsequent to the date on which he attains his twenty-first
(21st) birthday, or

     

    (B)       the
first Entry Date subsequent to the first Anniversary Year in which he completes
one (1) Year of Service.

     

     (c)            Each
Employee who is employed by an Affiliate that is not an Employer and who
subsequently becomes an Employee of an Employer shall become a Member of the
Plan:

     

     (1)          immediately
upon becoming an Employee of such Employer, if he previously satisfied the age
(if any) and service requirements of Subsection (b); or

     

     (2)          in
accordance with Subsection (b), if he does not become a Member pursuant to
Subsection (c)(1).


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


     (d)            Notwithstanding
anything contained herein to the contrary, 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, shall not be eligible to participate in this Plan during the period
the individual is so initially classified, 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.  Leased Employees will not be eligible to participate in
this Plan.

     

    
      	
               
      

            	
              Section
      2.02.

            	
              Termination of
      Membership and Inactive
Membership.

            


    

     

     (a)            A
Member shall cease to be a Member as of the date of his Severance from
Employment, if he incurs a Break in Service in the Anniversary Year of such
Severance from Employment or in the following Anniversary Year.

     

     (b)            A
Member shall become an Inactive Member as of the last day of his first
Anniversary Year in which he completes five hundred (500) or fewer Hours of
Service without having incurred a Severance from Employment.  An
Inactive Member shall continue to be such until either (1) the date on which he
ceases to be a Member pursuant to Subsection (a) or (2) the date on which he
again becomes a Member pursuant to Section 2.03.

     

    
      	
               
      

            	
              Section
      2.03.

            	
              Readmission to the
      Plan.

            


    

     

     A
former Member shall again become a Member coincident with or immediately after
the date he becomes an employee, provided he is an Employee of an Employer on
such rehire date.  An Inactive Member shall become a Member coincident
with or immediately after the date he returns to active employment.

     

    
      	
               
      

            	
              Section
      2.04.

            	
              Designation of
      Beneficiary.

            


    

     

     (a)            Each
Member may designate in writing on a form prescribed by and filed with the
Administrative Committee, a Beneficiary to receive the aggregate balance of his
Accounts and his Loan Account, if any, in the event that his death should occur
before the entire amount of such balance has been paid to him, except that if
the Member has an Eligible Spouse, such designation shall not be effective
unless the Eligible Spouse has consented in writing to the designation of a
Beneficiary other than such Eligible Spouse and such consent is witnessed by a
member of the Administrative Committee or a Notary Public.  In
addition, such designation may include the designation of a secondary
Beneficiary to receive such death benefit if the primary Beneficiary does not
qualify or survive.

     

     (b)            If
no Beneficiary has been designated, or if, for any reason no person qualifies as
a Beneficiary at the time of the Member’s death, or if no designated Beneficiary
survives the Member, the interest of the deceased Member shall be paid to the
Eligible Spouse.  If the Member has no Eligible Spouse, the
Administrative Committee may, but shall not be required to, designate a
Beneficiary, but only from among the Member’s spouse, descendants (including
adoptive descendants), parents, brothers and sisters or nephews and nieces and
may consider requests from any Beneficiary which it designates as to the manner
of payment of the benefit.  If the Administrative Committee declines
to make such designation, the benefit payable hereunder upon the
Member’s  death shall be paid in a lump sum to his
estate.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (c)            “Eligible
Spouse” means, subject to applicable federal law and except to the extent as may
otherwise be provided in any “qualified domestic relations order” within the
meaning of Code Section 414(p):

     

     (1)          in
the case of a Member who dies before the distribution of his Retirement benefit
pursuant to Section 11.01, his lawfully married spouse on the date of his
death.

     

     (2)          in
the case of a Member who dies after the commencement of any installment payment
pursuant to Section 11.01, his lawfully married spouse on the date such payments
commenced.

     

    
      Section
2.05.       Qualified Military Service
Provisions.

    

     

    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 will be provided in accordance with Code Section
414(u).


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    ARTICLE
III

     

    CREDITING OF
SERVICE

     

    
      	
               
      

            	
              Section
      3.01

            	
              Year of
      Service.

            


    

     

     Each
Employee shall be credited with one Year of Service for each Anniversary Year
ending after December 31, 1975 during which he completes more than five hundred
(500) Hours of Service; provided, however, that:

     

     (a)     
      if an individual becomes a Member of
the Plan after December 31, 1975, he shall not receive credit for a Year of
Service for any Anniversary Year before the Anniversary Year in which he first
completes one thousand (1,000) Hours of Service; and

     

     (b)           an
Employee shall be credited with a Year of Service for the last Anniversary Year
during which he is an Employee only if he completes at least one thousand
(1,000) Hours of Service in such Anniversary Year.

     

    
      	
               
      

            	
              Section
      3.02

            	
              Number of Years of
      Service.

            


    

     

     An
Employee’s aggregate number of Years of Service shall be computed by adding (a)
his number of Years of Service completed since his last Break in Service, if
any, and (b) the number of Years of Service restored pursuant to Section
3.03.

     

    
      	
               
      

            	
              Section
      3.03.

            	
              Restoration of
      Service.

            


    

     

     (a)            If
a former Member again becomes a Member after having incurred a Break in Service,
he shall be credited with the Years of Service which he had completed prior to
such Break in Service for all purposes.

     

     (b)           
If a former Member:

     

     (1)   
     has incurred a number of consecutive Breaks in
Service which equals or exceeds the greater of (A) five (5) or (B) the number of
his Years of Service before such Breaks in Service;

     

     (2)    
    never had a vested interest in his Salary Deferral
Account or Roth Elective Deferral Account and had no vested interest in his
Company Contributions Account at the time of such Break in Service;
and

     

     (3)    
    again becomes a Member,

     

     his
Years of Service prior to such Breaks in Service shall be disregarded for all
purposes under this Plan.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      3.04.

            	
              Service with
      Non-employer Affiliates.

            


    

     

     Any
Years of Service completed by an Employee while in the employ of an Affiliate
that is not an Employer shall be credited under this Article III on the same
basis as service with an Employer.

     

    
      	
               
      

            	
              Section
      3.05.

            	
              Service with Equitable
      Capital Management
Corporation.

            


    

     

     For
purposes of determining an Employee’s eligibility to participate in the Plan
under Article II and vesting under Section 10.04, the Employee shall be credited
under the Plan with the number of “hours of service” and “years of service”, as
such terms are defined in the ECMC Plan, credited to that Employee for the
corresponding purpose under the ECMC Plan immediately prior to January 1, 1995,
including service credited under the Equitable Investment Plan for Employees,
Managers and Agents maintained by The Equitable Life Assurance Society of the
United States, but disregarding in determining such Employee’s eligibility to
participate and vesting under this Plan any periods of service which were
disregarded under the ECMC Plan, such as service disregarded due to “breaks in
service”, as defined in the ECMC Plan.  Notwithstanding anything to
the contrary in this Section 3.05 or elsewhere in the Plan, no period shall be
taken into account more than once in determining the Hours of Service and Years
of Service of any Employee by reason of this Section 3.05.

     

    
      	
               
      

            	
              Section
      3.06.

            	
              Service with Shields
      and Regent.

            


    

     

     For
purposes of determining an Employee’s eligibility to participate in the Plan
under Article II and vesting under Section 10.04, 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.

     

    
      	
               
      

            	
              Section
      3.07.

            	
              Cursitor
      Service.

            


    

     

     For
purposes of determining an Employee’s eligibility to participate in the Plan
under Article II and vesting under Section 10.04, 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 Al1iance
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 Emp1oyer or an
Affiliate.

     

    
      	
               
      

            	
              Section
      3.08.

            	
              Sanford Bernstein
      Members.

            


    

     

     With
respect to each Employee who was an employee of either Sanford C. Bernstein
& Co, Inc. (“SCB”) or Bernstein Technologies Inc. (“BTI”) or one of their
respective subsidiaries and who became an Employee of an Employer or an
Affiliate on or after October 2, 2000, the Employee’s service with SCB, BTI and
their respective subsidiaries on or prior to such date shall be considered as
service with an Employer or Affiliate.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    ARTICLE
IV

     

    COMPANY
CONTRIBUTIONS

     

    
      	
               
      

            	
              Section
      4.01.

            	
              Company Profit Sharing
      Contributions.

            


    

     

     The
Board shall determine the Company Contribution, if any, which shall be
contributed to the Trust Fund out of the Company’s current and accumulated
earnings and allocated to the Members’ Company Contributions Accounts pursuant
to Article VII in respect of each Plan Year.  No Company Contribution
under this Section 4.01 or Section 4.02 may be made which cannot be allocated
under the provisions of Article XVII.  For purposes of this Section
4.01 and Section 4.02, “current and accumulated earnings” means current and
accumulated net income for book purposes. Notwithstanding anything herein to the
contrary, a Member for purposes of Article IV means only those Employees who
have satisfied the applicable age and service requirements of Sections 2.01(a),
(b)(ii) or (c).

     

    
      	
               
      

            	
              Section
      4.02.

            	
              Company Matching
      Contributions.

            


    

     

     Effective
for Plan Years beginning after December 31, 1989, the Company shall contribute
to the Trust Fund out of the Company’s current and accumulated earnings an
amount equivalent to that percentage, not to exceed 100% of each Member’s Member
Salary Deferral elected for the Plan Year involved, such percentage to be fixed
by the Board; provided that the Company may establish a limit on the amount of
Member Salary Deferrals that are so matched specified either as a dollar amount
or as a percentage of Compensation  and provided further that any such
limit may be established based on the period in which any individual is a Member
of the Plan.  The contribution determined under this Section 4.02 for
a particular Member shall be allocated to the Member’s Company Contributions
Account on the basis of that Member’s Member Salary Deferrals for that Plan
Year, subject to any Company-established limits on Member Salary Deferrals to be
matched for that Plan Year.  For purposes of this Section 4.02, no
contribution shall be made pursuant to this Section 4.02 with respect to
Catch-up Contributions.

     

    
      	
               
      

            	
              Section
      4.03.

            	
              Time of
      Contributions.

            


    

     

     Contributions
may be made in one or more installments at such time or times during the Plan
Year, or during any additional period provided by law for the making of
contributions in respect of such Plan Year, as the Company shall
determine.  Except as otherwise provided in the Plan, for purposes of
valuing the Trust Fund and making allocations to Accounts, all contributions in
respect of any Plan Year shall be deemed to have been made on the last
Accounting Date of the Plan Year, regardless of the actual date of
contribution.

     

    
      	
               
      

            	
              Section
      4.04.

            	
              Irrevocability of
      Contributions.

            


    

     

     (a)            Except
as provided in Subsection (b), any and all contributions made by the Company
shall be irrevocable and shall be transferred to the Trustee to be used in
accordance with the provisions of this Plan for providing the benefits and
paying the expenses thereof.  Neither such contributions nor any
income therefrom shall be used for, or diverted to, purposes other than for the
exclusive benefit of Members or their Beneficiaries and payment of expenses of
this Plan and the Trust.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


     (b)     
     (1)   
     If any contribution is made to this Plan by a
mistake of fact, such contribution shall be returned to the Company within one
(1) year following the date that such contribution is made.

     

     (2)      
  Each Company Contribution made to this Plan is conditioned upon its
deductibility under Code Section 404.  Each contribution, to the
extent disallowed as a deduction, may be returned to the Company within one (1)
year following the date of disallowance.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    ARTICLE
V

    


    MEMBER SALARY DEFERRAL
ELECTIONS,

    SALARY DEFERRAL
CONTRIBUTIONS

    AND ROLLOVER
CONTRIBUTIONS

     

    
      	
               
      

            	
              Section
      5.01.

            	
              Member Salary Deferral
      Elections.

            


    

     

     (a)       For
each Plan Year beginning after December 31, 2005, any Member may elect to defer
the receipt of a portion of his “Salary Reduction Compensation” while a Member
for the Plan Year, in such increments that the Board, the Investment Committee
or the Administrative  Committee may decide, and direct the Employer
to contribute the amount so deferred into the Trust to be invested in the
Investment Fund or Funds designated by the Member.  A Member’s
election shall be made in a form prescribed by the Administrative Committee
filed with the Member’s Employer, prior to the date  that the
Compensation would, but for the election, be made available to the Member, and
the election shall remain in effect until it is modified or terminated, all in
accordance with rules established by the Administrative Committee.  In
no event may a Member’s salary deferral exceed the $15,000 dollar limitation (or
any higher amount that may be allowed by Treasury Regulations), as provided in
Code Section 402(g). Any Member’s salary deferral for any pay period may be
further adjusted, at the Administrative Committee’s direction and discretion, to
comply with the discrimination standards applicable to Code Section 401(k)
arrangements in particular, to all plans qualified under Code Section 401(a) in
general, and/or with the limitations contained in Article XVII.

     

     (b)       (1)    
    Effective on and after September 1, 2007, in accordance
with any rules, regulations and/or administrative guidelines prescribed by the
Investment Committee or the Administrative Committee and unless and until
otherwise elected by a Member, a Member who fails to make an affirmative
election with regard to his Member Salary Deferral percentage shall be deemed as
having made an election (A) to make contributions to his Member Salary Deferral
Account pursuant to Section 5.01(a) equal to the Initial Automatic Enrollment
Percentage and (B) if no proper election is on file, to invest such
contributions in the Investment Fund or Funds prescribed by the Investment
Committee in its sole discretion for such purpose.  For purposes of
this Section 5.01(b), an Employee who satisfies the requirements to be a Member
and whose deferral percentage in effect as of the first payroll period on or
after September 1, 2007 is zero percent (0%) and who has no Member Salary
Deferral Account balance shall be auto-enrolled hereunder unless such Employee
makes an affirmative election regarding his enrollment in accordance with the
rules, regulations and/or administrative guidelines prescribed by the Investment
Committee or the Administrative Committee.

     

     (2)      
  Effective with respect to Plan Years beginning on or after January
1, 2009, an Employee who satisfies the requirements to be a Member as of the
first payroll period commencing on or after each February 1 and whose Member
Salary Deferral percentage in effect for such payroll period is zero percent
(0%) shall be auto-enrolled hereunder effective with the first administratively
feasible payroll that occurs sixty (60) days after that payroll date, unless
such Employee makes an affirmative election regarding his enrollment in
accordance with the rules, regulations and/or administrative guidelines
prescribed by the Investment Committee or the Administrative
Committee.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


     (3)    
    Effective on and after January 1, 2009, unless or until
a Member makes an affirmative election otherwise, such a Member’s deemed
election shall automatically be increased by one percent (1%) each January 1 to
a maximum of five percent (5%) of Salary Reduction Compensation; provided,
however, that if a Member’s Employment Commencement Date occurs on or after July
1 of a Plan Year, such automatic increase shall not apply in the following Plan
Year.  No deemed election nor automatic increase described in this
Section 5.01(b) shall result in the Member’s salary deferral exceeding the
deferral limitation set forth in Section 5.01(a) above without respect to
Catch-up Contributions under Section 5.07.  The Investment Committee
or the Administrative Committee may establish and adopt written rules,
regulations and/or administrative guidelines designed to facilitate the
administration and operation of the provisions of this paragraph, as it may deem
necessary or proper, in its sole discretion.

     

     (4)  
      Notwithstanding this Section 5.01(b), a
Member may affirmatively elect to make contributions to his Member Salary
Deferral Account in an amount equal to, less than or greater than the Initial
Automatic Enrollment Percentage or the automatically increased contribution
percentage, as applicable subject to such deferral limitation.

     

     (c)       “Salary
Reduction Compensation” means a Member’s base salary, Draw and other draws,
overtime pay, bonuses and commissions received for services rendered to an
Employer, which term shall include the amount of a Member’s Member Salary
Deferral and any other salary deferrals pursuant to Code Sections 401(k), 125 or
132(f), but shall not include, by way of example rather than by way of
limitation, severance pay, distributions on Units, reimbursement for moving
expenses, reimbursement for educational or other expenses, contributions or
benefits paid under this Plan or any other plan of deferred compensation,
expatriate tax equalization or similar payments, or any other extraordinary item
of compensation or income. In addition, Salary Reduction Compensation shall not
include amounts paid to non-resident aliens which do not constitute income from
United States sources (within the meaning of Code Section 862) except in the
case of a non-resident alien who is a Member and for whom the Company so
specifies.  Salary Reduction Compensation shall include Deemed 125
Compensation, as defined in Section 1.16 of the Plan.  Salary
Reduction Compensation may also include regular pay after Severance from
Employment if: (i) the payment is regular compensation from services rendered
during the Member’s regular working hours, or compensation for services outside
the Member’s regular working hours (such as overtime or shift differential),
commissions, bonuses, accrued sick pay or vacation pay, or other similar
payments; and (ii) the payment would have been made to the Member prior to
Severance from Employment if the Member had continued in employment with the
Employer, provided such amounts are paid no later than the later of two and
one-half (2-1/2) months following Severance from Employment or the last day of
the Plan Year in which the Severance from Employment occurs.  Salary
Reduction Compensation for any Plan Year shall not exceed the applicable Code
Section 401(a)(17) dollar limit.  All Member Salary Deferrals shall
cease in the payroll period in which Severance from Employment occurs or as soon
as administratively feasible thereafter.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      5.02.

            	
              Allocation of Member
      Salary Deferral Elections.

            


    

     

     A
Salary Deferral Election made in accordance with Section 5.01 shall be allocated
among the Investment Funds in accordance with the provisions of Section
8.03.

     

    
      	
               
      

            	
              Section
      5.03.

            	
              Rollover Contributions
      and After-Tax Rollover
Contributions.

            


    

     

     (a)            An
Employee may, with the consent of the Administrative Committee, contribute to
the Plan, or authorize the plan sponsor, administrator or trustee of a qualified
employee benefit plan in which he previously participated to transfer to the
Trust, any distribution or other payment or amount which is permitted to be
contributed or transferred to the Trust in accordance with Code Section 402,
403(a) or 408(d)(3)(A)(ii) or any other applicable provision of the Code or the
regulations or rulings thereunder permitting the contribution or
transfer.  Any such Rollover Contribution shall be received by the
Trustee subject to the condition precedent that its transfer complies in all
respects with the requirements of the applicable Code provisions, regulations or
rules pertaining thereto and, upon any discovery that any such contribution or
transfer does not so comply, the amount of the Rollover Contribution, together
with all changes in the value of the Trust Fund allocated thereto, shall revert
to the individual by or on whose behalf it was made as of the next following
Accounting Date.  The decision of the Administrative Committee for the
Trust to accept a Rollover Contribution shall not give rise to any liability by
the Administrative Committee, the Company, the Plan or the Trustee to the
Employee or any other party on account of a subsequent determination that such
Rollover Contribution does not qualify to be held in the Trust.  A
Rollover Contribution may, subject to the consent of the Administrative
Committee, be made at any time during the Plan Year, shall not be subject to the
limitations of Article XVII, and shall as of the Accounting Date next following
receipt of the Rollover Contribution by the Trustee be allocated in full to the
Member’s Rollover Account except as regards the amount thereof equal to the
Member’s voluntary contributions, if any, to a qualified plan, which amount
shall be allocated to the Member’s Member Contributions
Account.  Until so allocated the amount of a Rollover Contribution
shall be held unallocated in the Trust Fund.

     

     Notwithstanding
the foregoing provisions of this Section, effective January 1, 2004, the Plan
will accept a Rollover Contribution from a qualified plan described in Sections
401(a) or 403(a) of the Code, an annuity contract described in Section 403(b) of
the Code and an eligible plan under Section 457(b) of the Code which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and the portion
of a distribution from an individual retirement account or annuity described in
Section 408(a) or 408(b) of the Code that is eligible to be rolled over and
would otherwise be includible in the Member’s taxable gross income.

     

     (b)            Subject
to the provisions of Section 5.03(a) above, effective on and after September 1,
2007, the Plan shall accept a rollover of After-Tax Rollover Contributions that
would not otherwise be includible in the Member’s taxable gross
income.  Prior to such date, a rollover of after-tax employee
contributions is not permitted hereunder.

     

     (c)            Notwithstanding
anything herein, the Plan will accept a rollover contribution of Roth Elective
Deferrals only if it is a direct rollover from another Roth elective deferral
account under an applicable retirement plan described in Code Section 402A(e)(1)
and only to the extent the rollover is permitted under the rules of Code Section
402(c).


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


     (d)           Each
Employee or former Employee who becomes a participant in a pension, profit
sharing or stock bonus plan described in Code Section 401(a) (a “transferee
plan”) may, not later than thirty (30) days (or such lesser period as is
acceptable to the Administrative Committee) prior to any Accounting Date,
request the Administrative Committee to direct the Trustees to, and upon such
request, the Administrative Committee in its sole discretion may direct the
Trustees to, transfer in cash the nonforfeitable balance in such Employee’s
Accounts to an account maintained by any such transferee plan on the Employee’s
behalf, as of such Accounting Date; provided, however, that such transferee
plan  permits such transfer.

     

     (e)           Any
Employee who makes or causes to be made a contribution or transfer pursuant to
Subsections (a) or (b) and who has not become a Member pursuant to the
provisions of Article II shall, except for purposes of Sections 4.01, 5.01 and
7.01, be considered a Member of this Plan.

     

    
      	
               
      

            	
              Section
      5.04.

            	
              Return of Excess
      Member Salary Deferral
      Elections.

            


    

     

     (a)        
 Notwithstanding any other provisions of the Plan, a Member may
request the Administrative Committee in writing by no later than the March 1
following the end of the preceding calendar year, to have distributed to the
Member from the Trust the amount of the Member Salary Deferrals which are in
excess of the amount permitted under Code Section 402(g) for such calendar year
(“Excess Deferrals”).

     

     (b)         
Excess Deferrals claimed under Subsection (a) and any income allocable to
such amount including, as of January 1, 2006, income attributable to the period
between the end of the Plan Year and the date of distribution, in accordance
with applicable Treasury Regulations, shall be distributed from the Plan no
later than April 15 of the calendar year in which the request was
made.  This Section 5.04 shall also apply to amounts deferred under
the terms of Section 6.02(c) for Plan Years beginning after December 31,
1986.

     

    
      	
               
      

            	
              Section
      5.05.

            	
              Actual Deferral
      Percentage Test.

            


    

     

     (a)           As
used in this Section 5.05, each of the following terms shall have the meaning
for that term set forth in this Section 5.05:

     

     (i)     
    Actual Deferral
Percentage means the  ratio (expressed as a percentage) of
Member Salary  Deferrals (other than Excess Deferrals of non-Highly
Compensated Employees made under plans maintained by the Company or an
Affiliate) on behalf of the Member for the Plan Year to the Member’s Testing
Compensation for the Plan Year.

     

     (ii)        
 Average
Actual Deferral Percentage means the average (expressed as a percentage)
of the Actual Deferral Percentages of the Members in a group, including those
Members whose Actual Deferral Percentage is zero.

     

     (b)           For
each Plan Year, the amount of Member Salary Deferrals shall be subject to the
following:


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    (i)      
   For Plan Years beginning on or after January 1, 2001,
the Average Actual Deferral Percentage for Members who are Highly Compensated
Employees for the Plan Year must satisfy one of the following
tests:

     

     
(A)       The Average Actual Deferral
Percentage for Members who are Highly Compensated Employees for the Plan Year
shall not exceed the Average Actual Deferral Percentage for Members who are
non-Highly Compensated Employees for the Plan Year multiplied by 1.25;
or

     

     
(B)       The Average Actual Deferral
Percentage for Members who are Highly Compensated Employees for the Plan Year
shall not exceed the Average Actual Deferral Percentage for Members who are
non-Highly Compensated Employees for the Plan Year multiplied by 2.0, provided
that the Average Actual Deferral Percentage for Members who are Highly
Compensated Employees does not exceed the Average Actual Deferral Percentage for
Members who are non-Highly Compensated Employees by more than two (2) percentage
points.

     

    (ii)     
   For Plan Years prior to 1997, the Excess Contributions
(as defined in Section 5.06) under the Plan shall be eliminated by reducing the
Member Salary Deferral of each Highly Compensated Employee in order of Actual
Deferral Percentage beginning with the highest percentage. For Plan Years after
1996, the Excess Contributions (as defined in Section 5.06) under the Plan shall
be eliminated by reducing the Member Salary Deferral of each Highly Compensated
Employee in order of the dollar amount of Member Salary Deferrals on behalf of
such Highly Compensated Employee, beginning with the highest dollar
amount.

     

    (c)       For
purposes of determining the Actual Deferral Percentage of a Member for a Plan
Year, a Member Salary Deferral shall be taken into account only if such Member
Salary Deferral:  (i) is attributed to the Member’s Account as of a
date within the Plan Year; (ii) is not contingent upon any subsequent event
(except as may be necessary to comply with the Code); (iii) is actually paid to
the Trust within one year of the end of the Plan Year; and (iv) relates to
Salary Reduction Compensation which would have been received by the Member in
the Plan Year but for the Member’s election to defer.  Any Member
Salary Deferral that fails to satisfy the foregoing requirements shall be
treated as a contribution by the Employer which is not subject to Code Section
401(k) or 401(m).

     

    (d)       (i)          
   For purposes of this Section 5.05, the Actual Deferral
Percentage for any Member who is a Highly Compensated Employee for the Plan Year
and who is eligible to have elective deferrals allocated to his or her account
under two or more plans or arrangements described in Code Section 401(k) that
are maintained by the Company or an Affiliate shall be determined as if all such
elective deferrals were made under a single arrangement.

     

    (ii)      
      If two or more plans are aggregated
for purposes of Code Section 410(b) or 401(a)(4), such plans shall be aggregated
for purposes of the Average Actual Deferral Percentage test.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      5.06.

            	
              Return of Excess
      Contributions.

            


    

     

     (a)            Notwithstanding
any other provision of the Plan, any amount determined by the Administrative
Committee to be an “Excess Contribution” as determined under Section
5.05(b)(ii), shall be distributed to Members who are Highly Compensated
Employees by no later than the last day of the Plan Year following the Plan Year
in which the Excess Contribution occurred.

     

     (b)            “Excess
Contribution” for purposes of this Section 5.06 means a Member Salary Deferral
attributable to a Highly Compensated Employee which exceeds the maximum amount
of such deferral permitted under Code Section 401(k)(3)(A)(ii), and which is
described in Code Section 401(k)(8)(B), plus the income allocable to such
amount.  The allocable income shall be calculated by multiplying the
total income earned on all of the Member Salary Deferrals for the Plan Year in
which the Excess Contribution is being returned by a fraction, the numerator
being the Member Salary Deferral in excess of the permitted amount and the
denominator being the Member’s account balance in his Member Salary Deferral
Account and Roth Elective Deferral Account, as applicable, on the Accounting
Date of the prior Plan Year.  The Excess Contribution otherwise
distributable under this Section 5.06 shall be adjusted for investment losses
and for prior distributions to the Members affected, as permitted by Treasury
Regulations.  With respect to nondiscrimination testing for the Plan
Year beginning January 1, 2006, income shall be allocated to Excess
Contributions during the period between the end of the Plan Year and the date of
distribution of the Excess Contributions in accordance with guidance published
by the Internal Revenue Service.  The Excess Contributions
attributable to all Highly Compensated Employees, in the aggregate, shall be
determined as the sum of the Excess Contributions (if any) determined for each
Highly Compensated Employee, as follows: The amount (if any) by which the Member
Salary Deferral of each Highly Compensated Employee must be reduced for the
Member’s Actual Deferral Percentage to equal the highest permitted Actual
Deferral Percentage under the Plan shall be determined. To calculate the highest
permitted Actual Deferral Percentage under the Plan, the Actual Deferral
Percentage of the Highly Compensated Employee with the highest Actual Deferral
Percentage is reduced by the amount required to cause the Employee’s Actual
Deferral Percentage to equal the Actual Deferral Percentage of the Highly
Compensated Employee with the next highest Actual Deferral Percentage. If a
lesser reduction would enable the Plan to satisfy the Actual Deferral Percentage
test, only this lesser reduction may be made. This process must be repeated
until the Plan would satisfy the Actual Deferral Percentage test. The sum of the
foregoing reductions determined for each Highly Compensated Employee shall equal
the dollar amount of the Excess Contributions attributable to all Highly
Compensated Employees, in the aggregate.

     

    
      	
               
      

            	
              Section
      5.07.

            	
              Catch-up
      Contributions.

            


    

     

     (a)            Notwithstanding
any other provision of the Plan (other than this Section 5.07), in accordance
with election procedures set forth in Subsection (b) below, a Catch-up Eligible
Member (as defined in Subsection (e) below) may make additional Member Salary
Deferrals (which, pursuant to Section 6.01(b) below, shall include Roth Elective
Deferrals) for any Plan Year, without regard to:  (i) the limitations
on Member Salary Deferral Elections set forth in Section 5.01; (ii) the
limitations provided in Code Sections 401(a)(30), 402(h), 403(b)(1)(E), 404(h),
408(k), 408(p), 415(c) or 457(b)(2) (without regard to Section 457(b)(3)), and
without regard to any Plan provisions which effectuate the limitations in this
Subsection; (iii) the Actual Deferral Percentage limitations described in
Article V of the Plan and Code Section 401(k)(3), but only, in the case of
clause (iii) as applied to a Member who is a Highly Compensated Employee, to the
extent of the highest amount of Member Salary Deferrals that could be retained
under the Plan by such Member for such year in accordance with Article V and
Code Section 401(k)(8)(C) (the “Applicable Maximum”); or (iv) except as provided
in Code Section 414(v)(4), any of the requirements of Code Sections 401(a)(4),
401(k)(3), 401(k)(11), 403(b)(12), 408(k), 410(b), or 416.  To the
extent the Member Salary Deferrals by a Catch-up Eligible Member for any year
exceed the Applicable Maximum, such Member’s Member Salary Deferrals shall be
deemed to be Catch-up Contributions under the Plan..


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    (b)            The
Catch-up Contributions by any Member during any Plan Year shall not exceed
$5,000 for any year beginning with 2006 or such other amount as provided under
Code Section 414(v).  The Catch-Up Contribution elections and changes
shall be on a form acceptable to the Administrative Committee in accordance with
its rules and regulations.

     

    (c)            This
Section 5.07 is intended to comply with Code Section 414(v), Treasury Regulation
Section 1.414(v)-1, and any successor or other guidance issued by the Department
of Treasury, and accordingly shall be interpreted consistently with such
intention.

     

    (d)            “Catch-up
Contribution” means a contribution under the Plan by a Catch-up Eligible Member,
pursuant to Section 5.07.

     

    (e)            “Catch-up
Eligible Member” means a Member who (a) is eligible to make Member Salary
Deferrals pursuant to Section 5.01 and (b) is age 50 or older.  For
purposes of Subsection (b) above, a Member who is projected to attain age 50
before the end of the Plan Year shall be deemed to be age 50 as of January 1 of
such Plan Year.  The determination of a “Catch-up Eligible Member”
shall be made in accordance with the requirements of Treasury Regulation Section
1.414(v)-1 and any successor or other guidance provided under Code Section
414(v) by the Department of Treasury.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    ARTICLE
VI

    


    ROTH ELECTIVE
DEFERRALS

     

    
      	
               
      

            	
              Section
      6.01.

            	
              General
      Application.

            


    

     

     (a)             Effective
as of the later of January 1, 2009 or such other date determined by the
Investment Committee in its sole discretion, the Plan will accept Roth Elective
Deferrals made on behalf of Members.  A Member’s Roth Elective
Deferrals will be allocated to a separate account maintained for such
contributions as described in Section 6.02 of the Plan.

    


     (b)            Unless
specifically stated otherwise, Roth Elective Deferrals will be treated as Member
Salary Deferrals for all purposes under the Plan.

    


    
      	
               
      

            	
              Section
      6.02.

            	
              Separate
      Accounting.

            


    

     

     (a)            Contributions
and withdrawals of Roth Elective Deferrals will be credited and debited to the
Roth Elective Deferral Account maintained for each Member.

     

     (b)            The
Plan will maintain a record of the amount of Roth Elective Deferrals in each
Member’s Account .

     

     (c)            Gains,
losses, and other credits or charges must be separately allocated on a
reasonable and consistent basis to each Member’s Roth Elective Deferral Account
and the Member’s other Accounts under the Plan.

     

     (d)            No
contributions (or forfeitures) other than Roth Elective Deferrals and properly
attributable earnings will be credited to each Member’s Roth Elective Deferral
Account.

     

    
      	
               
      

            	
              Section
      6.03.

            	
              Correction of Excess
      Contributions.

            


    

     

     In
the case of a distribution of Excess Contributions, Roth Election Deferrals will
be distributed first and then pre-tax elective deferrals will be
distributed.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    ARTICLE
VII

     

    ALLOCATIONS OF COMPANY
CONTRIBUTIONS AND FORFEITURES

     

    
      	
               
      

            	
              Section
      7.01.

            	
              Contributions.

            


    

     

     (a)            Members Eligible to Share in
Company Contributions.

     

     The
Company Contribution for each Plan Year shall be allocated and credited to the
Members’ Company Contributions Account in accordance with this Article as of the
last Accounting Date of the Plan Year (immediately following the allocation of
income and appreciation in accordance with Section 9.01) among those Members who
are Employees of an Employer or an Affiliate on the Accounting
Date.  Notwithstanding anything herein to the contrary, a Member for
purposes of Article VII means only those Employees who have satisfied the
applicable age and service requirements of Sections 2.01(a), (b)(ii) or
(c).

     

     (b)            Allocation of Company
Contribution.

     

     The
Company Contribution under Section 4.01 for each Plan Year, determined without
regard to Section 6.02(c), shall be allocated among the Members eligible for
allocation in the proportion which each such Member’s Compensation for such Plan
Year while a Member bears to the total Compensation for all Members eligible to
share in allocations pursuant to Subsection (a).  The Company
Contribution under Section 4.02 shall be allocated on the same basis upon which
it was determined.

     

    
      	
               
      

            	
              Section
      7.02.

            	
              Allocation to Company
      Contributions Accounts.

            


    

     

     Effective
for Plan Years beginning after December 31, 1989, the entire amount allocated
under Section 7.01(b) to a Member for a Plan Year shall be credited to his
Company Contributions Account.

     

    
      
        	
                 
      

              	
                Section
      7.03.

              	
                Actual Contribution
      Percentage Test.

              


      

       

    

     (a)       
    As used in this Section 7.03, each of the
following terms shall have the meaning for that term set forth
below:

     

     (i)      
   Average Contribution
Percentage means the average (expressed as a percentage) of the
Contribution Percentages of the Members in a group, including those Members
whose Contribution Percentage is zero.

     

     (ii)     
   Company Matching
Contribution means the Company Contribution described in Section 4.02 of
the Plan.

     

     (iii)    
   Contribution
Percentage means the ratio (expressed as a percentage) of a Member’s
Company Matching Contributions (excluding Company Matching Contributions
forfeited hereunder to correct Excess Aggregate Contributions or because the
contributions to which they relate are Excess Deferrals, Excess Contributions or
Excess Aggregate Contributions) to the Member’s Testing Compensation for the
Plan Year.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    (b)       
    Company Matching Contributions for each Plan Year
must satisfy one of the following tests:

     

    (i)       
  For Plan Years beginning on or after January 1, 2001, the
Average Contribution Percentage for Members who are Highly Compensated Employees
for the Plan Year shall not exceed the Average Contribution Percentage for
Members who are  non-Highly Compensated Employees for the Plan Year
multiplied by 1.25; or

     

    (ii)     
    For Plan Years beginning on or after January 1,
2001, the Average Contribution Percentage for Members who are Highly Compensated
Employees for the Plan Year shall not exceed the Average Contribution Percentage
for Members who are  non-Highly Compensated Employees for the Plan
Year multiplied by 2.0, provided that the Average Contribution Percentage for
Members who are Highly Compensated Employees does not exceed the Average
Contribution Percentage for Members who are non-Highly Compensated Employees by
more than 2 percentage points.

     

    In
satisfying the Actual Contribution Percentage Test set forth above, Member
Salary Deferrals may be treated as if they were Company Matching Contributions,
provided that the requirements of Treasury Regulation Section
1.401(m)-2(a)(6)(ii) are
satisfied.  If used to satisfy the Actual Contribution Percentage
Test, such Member Salary Deferrals shall not be used to help other Member Salary
Deferrals satisfy the Actual Deferral Per­centage Test (as described in
Section 401(k)(2) of the Code), set forth in Sec­tion 5.05 hereof except as
other­wise permitted by applicable law.

     

    (c)            For
purposes of determining the Contribution Percentage of a Member for a Plan Year,
the Member’s Company Matching Contributions shall be taken into account only if
such Company Matching Contributions (i) are based on the Member’s Member Salary
Deferrals (which, pursuant to Section 6.01(b) below, shall include Roth Elective
Deferrals) for such Plan Year; (ii) are attributed to the Member’s Account as of
a date within such Plan Year; and (iii) are paid to the Trust by the end of the
twelfth month following the close of such Plan Year.  Any Company
Matching Contribution that fails to satisfy the foregoing requirements shall be
treated as a contribution which is not subject to Code Section
401(m).

     

    (d)            (i)    
    For purposes of this Section 7.03, the Contribution
Percentage for any Member who is a Highly Compensated Employee for the Plan Year
and who is eligible to receive Company Matching Contributions or to make
Employee after-tax contributions under one or more other plans described in Code
Section 401(a) that are maintained by the Company or an Affiliate shall be
determined as if all such contributions were made under a single
plan.

     

    (ii)   
     If two or more plans are aggregated for
purposes of Code Section 410(b) or 401(a)(4), such plans shall be aggregated for
purposes of the Average Contribution Percentage test.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      7.04.

            	
              Return of Excess
      Aggregate Contributions.

            


    

     

     (a)    
       Notwithstanding any other provision
of the Plan, any amount determined by the Administrative Committee to be an
“Excess Aggregate Contribution” as defined in Subsection (b), shall be
distributed to Members who are Highly Compensated Employees by no later than the
last day of the Plan Year following the Plan Year in which the Excess Aggregate
Contribution occurred.  For Plan Years prior to 1997, the Excess
Aggregate Contributions (as defined in Section 7.04(b)) under the Plan shall be
eliminated by reducing the Company Matching Contributions of each Highly
Compensated Employee in order of Contribution Percentage beginning with the
highest percentage.  For Plan Years after 1996, the Excess Aggregate
Contributions (as defined in Section 7.04(b)) under the Plan shall be eliminated
by reducing the Company Matching Contributions of each Highly Compensated
Employee in order of the dollar amount of Company Matching Contributions on
behalf of such Highly Compensated Employee, beginning with the highest dollar
amount.

     

     (b)      
     “Excess Aggregate Contribution” for
purposes of this Section 7.04 means a Company Matching Contribution attributable
to a Highly Compensated Employee which exceeds the maximum amount of such
Company Matching Contributions permitted under Code Section 401(m)(3), and which
is described in Code Section 401(m)(6)(B), plus the income allocable to such
amount.  The allocable income shall be calculated by multiplying the
total income earned on all of the Member’s Company Matching Contributions for
the Plan Year in which the Excess Aggregate Contribution is being returned by a
fraction, the numerator being the Member Company Matching Contributions in
excess of the permitted amount and the denominator being the Member’s account
balance in his Company Contribution Account attributable to Company Matching
Contributions on the Accounting Date of the prior Plan Year.  The
Excess Contribution otherwise distributable under this Section 7.04 shall be
adjusted for investment losses and for prior distributions to the Members
affected, as permitted by Treasury Regulations.  Effective with
respect to nondiscrimination testing for Plan Years beginning on and after
January 1, 2006, income shall be allocated to Excess Aggregate Contributions
during the period between the end of the Plan Year and the date of distribution
of the Excess Aggregate Contributions in accordance with guidance published by
the Internal Revenue Service.  The Excess Aggregate Contributions
attributable to all Highly Compensated Employees, in the aggregate, shall be
determined as the sum of the Excess Aggregate Contributions (if any) determined
for each Highly Compensated Employee, as follows: The amount (if any) by which
the Company Matching Contribution of each Highly Compensated Employee must be
reduced for the Member’s Contribution Percentage to equal the highest permitted
Contribution Percentage under the Plan shall be determined.  To
calculate the highest permitted Contribution Percentage under the Plan, the
Contribution Percentage of the Highly Compensated Employee with the highest
Contribution Percentage is reduced by the amount required to cause the
Employee’s Contribution Percentage to equal the Contribution Percentage of the
Highly Compensated Employee with the next highest Contribution Percentage. If a
lesser reduction would enable the Plan to satisfy the Actual Contribution
Percentage Test, only this lesser reduction may be made. This process must be
repeated until the Plan would satisfy the Actual Contribution Percentage Test.
The sum of the foregoing reductions determined for each Highly Compensated
Employee shall equal the dollar amount of the Excess Aggregate Contributions
attributable to all Highly Compensated Employees, in the
aggregate.


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    ARTICLE
VIII

     

    ACCOUNTS, ALLOCATIONS AND
LOANS

     

    
      	
               
      

            	
              Section
      8.01.

            	
              Investment
      Funds.

            


    

     

     Subject
to the provisions of any applicable state and Federal securities laws and to the
regulations and rulings of any regulatory agencies administering such laws, the
Trustee shall, at the direction of the Investment Committee, establish separate
Investment Funds within and as a part of the Trust Fund for the purpose of
investing the balances held in the Accounts and in the Unallocated Forfeitures
Account.

     

    
      	
               
      

            	
              Section
      8.02.

            	
              Separate
      Accounts.

            


    

     

     The
Administrative Committee shall maintain a separate Company Contributions
Account, Member Contributions Account, Member Salary Deferral Account, Roth
Elective Deferral Account, Rollover Account and Loan Account for each Member as
relevant.  Any amount transferred from a Member’s “Company Matching
Contribution Account” under the ECMC Plan (as defined thereunder) shall be held
in the Member’s Rollover Account.  The Administrative Committee and/or
the Investment Committee shall maintain records of each Member’s balance in each
such Account and each Investment Fund in which the Account is invested in order
to provide an accurate and current statement to the Member pursuant to Section
9.09.  Effective January 1, 1995, each account of a participant or
beneficiary under the ECMC Plan shall automatically be deemed an Account of the
corresponding type under the Plan for the Member or Beneficiary for whom such
account was maintained under the ECMC Plan.

     

    
      	
               
      

            	
              Section
      8.03.

            	
              Investing of the
      Company Contributions.

            


    

     

     All
contributions allocated to a Member’s Account shall be allocated among the
Investment Funds in accordance with a Member’s investment
election(s).  If no proper election is on file governing the
contributions involved, such contributions shall be invested in the Investment
Fund(s) specified for such purpose by the Investment Committee.

     

    
      	
               
      

            	
              Section
      8.04.

            	
              Elections.

            


    

     

     (a)            The
Investment Committee shall prescribe such rules as it deems appropriate
regarding the form, filing frequency and timeliness of elections under Section
8.03 as well as concerning the percentage or amounts of a contribution which may
be invested in an Investment Fund. In these rules, the Investment Committee may
specify that each Account of a Member be invested in the Investment Funds
selected by the Member in the same proportion, or the Investment Committee may
prescribe such other rule as it deems appropriate with respect to any
Account.  An election properly on file shall remain in force until
changed.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      8.05.

            	
              Inter-Account
      Transfers.

            


    

     

     (a)            A
Member may elect, on a form provided by and timely filed with the Investment
Committee and/or the Administrative Committee, to transfer all or a portion of
the balance of any Account which is invested in an Investment Fund to one or
more other Investment Funds.  The Investment Committee and/or the
Administrative Committee shall prescribe such rules as it deems appropriate
regarding the frequency and timeliness of elections and the percentage of or
amount from an Account which may be so transferred.

     

     (b)            A
transfer made pursuant to an election pursuant to Subsection (a) shall be
effected  as soon as administratively practicable immediately
following timely receipt by the Investment Committee of the
election.

     

    
      	
               
      

            	
              Section
      8.06.

            	
              Unallocated Forfeiture
      Account.

            


    

     

     The
amount held from time to time in the Unallocated Forfeiture Account shall be
allocated among the Investment Funds as specified by the Investment
Committee.

     

    
      	
               
      

            	
              Section
      8.07.

            	
              Loans.

            


    

     

     (a)            Notwithstanding
anything in this Plan to the contrary, the Investment Committee and/or the
Administrative Committee, in its discretion, may authorize a loan to a Member
who is a “party in interest” with respect to the Plan within the meaning of
Section 3(14) of the Act under the circumstances listed in Subsection (b)
below:

     

     (b)       
    (1) loans shall be made available on a reasonably
equivalent basis; (2) loans shall not be made available to Highly Compensated
Employees in a manner that is more favorable than the manner loans are made
available to other Members; (3) loans shall bear a reasonable rate of interest;
(4) loans shall be adequately secured; and (5) loans shall provide for repayment
over a reasonable period of time.

     

     (c)            Loans
made pursuant to this Section (when added to the outstanding balance of all
other loans made by the Plan to the Member) shall be limited to the lesser
of:

     

      (1)      
  $50,000 reduced by the excess (if any) of the highest outstanding
balance of loans from the Plan to the Member during the one-year period ending
on the day before the date on which such loan is made, over the outstanding
balance of loans from the Plan to the Member on the date on which such loan was
made, or

     

     
(2)         one-half (1/2) of the
present value of the non-forfeitable accrued benefit of the Member under the
Plan.

     

    For
purposes of this limit, all plans of the Employer shall be considered one
plan.

     

     (d)            Loans
shall provide for level amortization with payment to be made not less frequently
than quarterly over a period not to exceed five (5) years, unless the loan is
for the purpose of acquiring a dwelling unit used within a reasonable time as
the principal residence of the Member.  All loans shall be due and
payable upon termination of employment.


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


     (e)         
  All loans shall be made pursuant to a Member loan
program.  Such loan program shall be established in writing by the
Investment Committee and/or the Administrative Committee and must include, but
need not be limited to, the following:

     

     (1)     
   the identity of the person(s) or position(s) authorized to
administer the Member loan program;

     

     (2)    
    a procedure for applying for loans;

     

     (3)   
     the basis on which loans will be approved or
denied;

     

     (4)   
     limitations, if any, on the types and amounts of
loans offered;

     

     (5)   
     the procedure under the program for determining a
reasonable rate of interest;

     

     (6)   
     the types of collateral which may secure a Member
loan; and

     

     (7)   
     the events constituting default and the steps that
will be taken to preserve Plan assets.

     

     Such
Member loan program shall be contained in a separate written document which,
when properly executed, is hereby incorporated by reference and made a part of
the Plan.  Furthermore, such Member loan program may be modified or
amended by the Investment Committee and/or the Administrative Committee in
writing from time to time without the necessity of amending this
Section.

     

     (f)            Notwithstanding
any other provision to the contrary, a Borrower who has a loan (or loans)
outstanding under the SCB Savings or Cash Option Plan for Employees on December
31, 2003 which is transferred to the Plan as a result of the merger of SCB
Savings or Cash Option Plan for Employees into the Plan shall be entitled to
keep such loan (or loans) outstanding under the Plan until the loan (or loans)
is repaid pursuant to the terms of such outstanding loan (or
loans).


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    ARTICLE
IX

     

    VALUATION

     

    
      	
               
      

            	
              Section
      9.01.

            	
              Valuation of Trust
      Fund.

            


    

     

     All
changes in the value of each Investment Fund as determined by the Trustee in
accordance with the Trust Agreement (including income and expenses and realized
and unrealized appreciation and depreciation of assets of the Investment Fund,
determined in the case of mutual funds by reference to the net asset value of
such mutual funds on the Accounting Date, but excluding Company Contributions,
Member Salary Deferrals and contributions or transfers pursuant to Section 5.03
made or allocated subsequent to the last preceding Accounting Date), shall be
allocated by the Investment Committee and/or the Administrative Committee among
the Company Contributions Accounts, Member Contributions Accounts, Member Salary
Deferral Accounts, Roth Elective Deferral Accounts, Rollover Accounts and the
Uncashed Check Account, portions of which are held in the Investment Fund as of
each Accounting Date pro rata to the value of all such Accounts, respectively,
at the last preceding Accounting Date, but first reducing the balance of each
such Account as of the last preceding Accounting Date by any distributions from
the Account since that Accounting Date.

     

    
      	
               
      

            	
              Section
      9.02.

            	
              Valuation of Company
      Contributions Accounts.

            


    

     

     The
value of a Member’s Company Contributions Account as of any Accounting Date
shall be the aggregate of the portions of such Account invested in each
Investment Fund as of that date.  The value of that portion of such
Account invested in an Investment Fund shall be the sum of:

     

     (a)         
  the value of such portion as of the last preceding Accounting
Date, plus or minus

     

     (b)            all
changes in the value of the Investment Fund since the last preceding Accounting
Date allocable thereto pursuant to Section 9.01, plus

     

     (c)            the
amount of transfer, if any, into such portion and the amount of the Company
Contribution, if any, allocable thereto since the last preceding Accounting Date
pursuant to Article VII, minus

     

     (d)            any
distributions from, and transfers out of, such portion since the last preceding
Accounting Date.

     

    
      	
               
      

            	
              Section
      9.03.

            	
              Valuation of Member
      Contributions Account.

            


    

     

     The
value of a Member Contributions Account as of any Accounting Date shall be the
aggregate of the portions of such Account invested in each Investment Fund as of
that date.  The value of that portion of such Account invested in an
Investment Fund shall be the sum of:

     

     (a)            the
value of such portion as of the last preceding Accounting Date, plus or
minus


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


     (b)            all
changes in the value of the Investment Fund since the last preceding Accounting
Date allocable thereto pursuant to Section 9.01, plus

     

     (c)            the
amount, if any, transferred into such portion pursuant to Section 5.04 in an
amount equal to voluntary contributions by the Member to the transferor
qualified plan or pursuant to Section 8.05, minus

     

     (d)            any
distributions from, and transfers out of, such portion since the last preceding
Accounting Date.

     

    
      	
               
      

            	
              Section
      9.04.

            	
              Valuation of Member
      Salary Deferral Accounts.

            


    

     

     The
value of a Member Salary Deferral Account as of any Accounting Date shall be the
aggregate of the portions of such Account invested in each Investment Fund as of
that date.  The value of that portion of such Account invested in an
Investment Fund shall be the sum of:

     

     (a)            the
value of such portion as of the last preceding Accounting Date, plus or
minus

     

     (b)            all
changes in the value of the Investment Fund since the last preceding Accounting
Date allocable thereto pursuant to Section 9.01, plus

     

     (c)            the
amount, if any, transferred into such portion pursuant to Section 8.05 and the
amount of Member Salary Deferrals, if any, allocable thereto since the last
preceding Accounting Date, minus

     

     (d)            any
distributions from, and transfers out of, such portion since the last preceding
Accounting Date.

     

    
      	
               
      

            	
              Section
      9.05.

            	
              Valuation of Roth
      Elective Deferral Accounts.

            


    

     

     The
value of a Roth Elective Deferral Account as of any Accounting Date shall be the
aggregate of the portions of such Account invested in each Investment Fund as of
that date.  The value of that portion of such Account invested in an
Investment Fund shall be the sum of:

     

     (a)            the
value of such portion as of the last preceding Accounting Date, plus or
minus

     

     (b)            all
changes in the value of the Investment Fund since the last preceding Accounting
Date allocable thereto pursuant to Section 9.01, plus

     

     (c)            the
amount, if any, transferred into such portion pursuant to Section 8.05 and the
amount of Roth Elective Deferrals, if any, allocable thereto since the last
preceding Accounting Date, minus

     

     (d)            any
distributions from, and transfers out of, such portion since the last preceding
Accounting Date.


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      9.06.

            	
              Valuation of Rollover
      Accounts.

            


    

     

     The
value of a Rollover Account as of any Accounting Date shall be the aggregate of
the portions of such Account invested in each Investment Fund as of that
date.  The value of that portion of such Account invested in an
Investment Fund shall be the sum of:

     

     (a)            the
value of such portion as of the last preceding Accounting Date, plus or
minus

     

     (b)            all
changes in the value of the Investment Fund since the last preceding Accounting
Date allocable thereto pursuant to Section 9.01, plus

     

     (c)            the
amount of transfer, if any, into such portion since the last preceding
Accounting Date pursuant to Section 5.03(a), minus

     

     (d)            any
distributions from, and transfers out of, such portion since the preceding
Accounting Date.

     

    
      	
               
      

            	
              Section
      9.07.

            	
              Valuation of Uncashed
      Check Account.

            


    

     

     The
value of the Uncashed Check Account as of any Accounting Date shall be the
aggregate of the portions of such Account invested in each Investment Fund as of
that date.  The value of that portion of such Account invested in an
Investment Fund shall be the sum of:

     

     (a)            the
value of such portion as of the last preceding Accounting Date, plus or
minus

     

     (b)            all
changes in the value of the Investment Fund since the last preceding Accounting
Date allocable thereto pursuant to Section 9.01, plus

     

     (c)            the
amount, if any, transferred into such portion pursuant to Section 10.06(d)
since  the last preceding Accounting Date, minus

     

     (d)            any
distributions from, and transfers out of, such portion since the last preceding
Accounting Date.

     

    
      	
               
      

            	
              Section
      9.08.

            	
              Valuation of Loan
      Accounts.

            


    

     

    The value
of a Loan Account as of any Accounting Date shall be the amount of the
outstanding principal and accrued interest on the loan held therein plus the
amount of any cash held therein as of an Accounting Date.


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      9.09.

            	
              Statement to
      Members.

            


    

     

     The
Administrative Committee shall mail or deliver to each Member a statement of
the   value of his Accounts and his Loan Account, if any, on a
quarterly basis.

     

    
      	
               
      

            	
              Section
      9.10.

            	
              Unallocated
      Forfeitures Account

            


    

     

     The
value of the Unallocated Forfeitures Account shall be determined as provided in
Section 9.02 applied as if the addition to the Unallocated Forfeitures Account
was a Company Contributions Account.


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    ARTICLE
X

     

    DETERMINATION OF
BENEFITS

     

    
      	
               
      

            	
              Section
      10.01.

            	
              Retirement.

            


    

     

     Upon
a Member’s Retirement on or after his Normal Retirement Date, he shall become
entitled, at the time specified in Article XI, to a distribution of his Accounts
and his Loan Account, if any, valued as of the Accounting Date specified in
Section 11.01.

     

    
      	
               
      

            	
              Section
      10.02.

            	
              Disability.

            


    

     

     Upon
a Member’s Retirement on account of his Permanent Disability, the Member shall
become entitled, at the time specified in Article XI, to a distribution of his
Accounts and his Loan Account, if any, valued as of the Accounting Date
applicable under Section 11.02.

     

    
      	
               
      

            	
              Section
      10.03.

            	
              Death.

            


    

     

     Upon
a Member’s death, his Eligible Spouse or, if there is no Eligible Spouse or the
Eligible Spouse consents in the manner required under Section 2.04(a) to the
designation of a Beneficiary, that Beneficiary shall become entitled, at the
time specified in Article XI, to a distribution of the then balance of such
Member’s Accounts and his Loan Account, if any, valued as of the Accounting Date
applicable under Section 11.03; provided, however, that if a valuation date was
already fixed for payment pursuant to Article XI due to the Member’s Retirement
or Permanent Disability, that date shall be used.

     

    
      	
               
      

            	
              Section
      10.04.

            	
              Vesting.

            


    

     

     (a)            Any
Member who is employed by an Employer or an Affiliate on or after September 1,
2007 shall be fully vested in his Company Contributions Account.

     

     (b)            Any
Member who is not employed by an Employer or an Affiliate on or after September
1, 2007 and who had Company Contributions credited to his Account as of December
31, 1988 shall at all times be fully (100%) vested in the balance in his
Accounts.  Effective for Plan Years beginning after December 31, 1988,
any individual who became a Member after that date and who is not employed by an
Employer or an Affiliate on or after September 1, 2007 shall be fully (100%)
vested in the balance in his Accounts if, prior to his Severance from
Employment, he completed three (3) Years of Service calculated from the Member’s
Employment Commencement Date or reached his Normal Retirement Date prior to his
Severance from Employment.  A Member shall be at all times fully
(100%) vested in the balance in his Member Contributions Account, if any, his
Member Salary Deferral Account, if any, his Roth Elective Deferral Account, if
any, his Rollover Account, if any, and his Loan Account, if
any.


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


     (c)            Notwithstanding
any other provision to the contrary, each Member who was a participant in the
SCB Savings or Cash Option Plan for Employees prior to December 31, 2003 shall
be fully vested in his Account.

     

    
      	
               
      

            	
              Section
      10.05.

            	
              Other Severance from
      Employment.

            


    

     

     In
the event of a Member’s Severance from Employment other than by reason of death,
Retirement or Permanent Disability, he shall be entitled to a distribution of
the entire balance in his Member Contributions Account, if any, his Member
Salary Deferral Account, if any, his Roth Elective Deferral Account, if any, his
Loan Account, if any, his Rollover Account, if any, and the vested balance in
his Company Contributions Account, if any, determined as of the Accounting Date
applicable under Section 11.04.  Such distributions shall be made in
the manner and at the time provided in Article XI.  The unvested
portion of the Member’s Company Contributions Account shall be forfeited upon
the Accounting Date coincident with or immediately following the Member’s
Severance from Employment.

     

    
      	
               
      

            	
              Section
      10.06.

            	
              Forfeitures.

            


    

     

     (a)            A
Member who separates from service prior to the full vesting of his entire
Company Contributions Account, shall forfeit the unvested balance in that
Account upon the Accounting Date coincident with or immediately following the
Member’s Severance from Employment.  If the Member subsequently
recommences employment prior to incurring five (5) consecutive Breaks in
Service, he shall be recredited with the forfeited amounts as soon as
administratively feasible upon recommencement of employment.

     

     (b)            Any
amount held in an Unallocated Forfeiture Account may be applied to reduce the
Company Contribution to be made to the Trust or to pay administrative expenses
of the Plan, at the election of the Administrative Committee in its sole
discretion.  Any Company Contributions made to the Plan in error and
any other excess amounts received by the Plan in error may be held in a
subaccount under the Unallocated Forfeiture Account until applied in accordance
with the foregoing.

     

     (c)            Effective
January 1, 1995, amounts credited to the “unallocated forfeitures account” (as
defined under the ECMC Plan) under the ECMC Plan shall be transferred to the
Unallocated Forfeitures Account.


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    (d)            Effective
on and after September 1, 2007, in the event that any portion of a distribution
payable to a Member hereunder shall be unclaimed for a period designated by the
Administrative Committee, such amount shall be allocated to the Uncashed Check
Account, and if the amount remains unclaimed from such account at the expiration
of a period determined by the Administrative Committee, the amount so
distributable shall be held in an Unallocated Forfeiture Account until applied
in accordance with the foregoing.  In the event the Member is located
subsequent to his benefit being forfeited, such benefit shall be
restored.  The Administrative Committee will establish and adopt
related rules, regulations and/or administrative guidelines designed to
facilitate the administration of unclaimed checks, including the institution of
any procedures intended to ascertain the whereabouts of a missing Member, and
may cease to implement the procedure set forth in this paragraph and any other
related rules, regulations and/or administrative guidelines in its discretion at
any time.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    ARTICLE
XI

     

    TIME AND MANNER OF PAYMENT
OF BENEFITS

     

    
      Section
11.01.      Retirement
Benefits.

    

     

    Retirement
benefits, determined pursuant to Section 10.01, shall be paid in a single or
partial cash lump sum, valued as of the Accounting Date immediately preceding
the payment.

     

    A Member
who wishes to commence the distribution of his Retirement benefits shall notify
the Administrative Committee of such intent no sooner than thirty (30) days
following the Member’s Severance from Employment.  Such distribution
shall be made to the Member on or as soon as administratively feasible following
the benefit starting date selected by the Member as provided
below.  The Member may only select a benefit starting date which may
not be more than one-hundred-eighty (180) days after such election and, except
as provided below, may not be less than thirty (30) days after such
election.  Except as provided in the next sentence, the Administrative
Committee shall provide the Member with a notice as to his or her rights and
benefits under the Plan not more than one-hundred-eighty (180) days or less than
thirty (30) days prior to the Member’s Accounting
Date.  Notwithstanding the foregoing, a Member may elect  a
benefit starting date earlier than thirty (30) days after receiving such notice
from the Company, provided that:

     

    (1)    
    the Administrative Committee clearly informs the Member
that the Member has a right to a period of at least thirty (30) days after
receiving the notice to consider the decision of whether or not to elect a
distribution; and

     

    (2)     
   the Member, after receiving the notice, affirmatively elects a
distribution.

     

    Section
11.02.     Disability
Benefits. 

     

    Disability
benefits, determined pursuant to Section 10.02 shall be paid or commence to be
paid at the time and in the manner provided in Section 11.01 (substituting
Permanent Disability for Retirement).

     

    Section
11.03.     Death
Benefits.

     

    Death
benefits, determined pursuant to Section 10.03, shall be paid to the Member’s
Beneficiary in a single cash sum as soon as reasonably practicable after the
Member’s death.  A Member’s Beneficiary who wishes to commence the
distribution of such benefits shall notify the Administrative Committee of such
intent no sooner than thirty (30) days following the Member’s
death.   Notwithstanding the foregoing, if the Beneficiary is the
Member’s spouse, then death benefits, determined pursuant to Section 10.03,
shall be paid to the Member’s Beneficiary at the time and in the manner provided
in Section 11.01 (substituting death for Retirement), subject to Code Section
401(a)(9).


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      11.04.

            	
              Termination
      Benefits.

            


    

     

     The
benefits payable to a Member upon his Severance from Employment, determined
pursuant to Section 10.05, shall, subject to Section 11.09, be paid or commence
to be paid at the time and in the manner provided in Section 11.01 (substituting
Severance from Employment for Retirement).

     

    
      	
               
      

            	
              Section
      11.05.

            	
              Direct Rollover
      Distributions.

            


    

     

     (a)           
Upon receiving directions from a Member who is eligible to receive a
distribution from the Plan pursuant to the provisions of this Article XI which
constitutes an “eligible rollover distribution,” as defined in Code Section
402(c)(4), to transfer all or any part of such distribution to an “eligible
retirement plan,” as defined in Code Section 402(c)(8)(B) or to a Roth IRA as
discussed in Code Section 408A (subject to the restrictions therein), the
Administrative Committee shall cause  the portion of the distribution
which the Member has elected to so transfer to be transferred directly to such
“eligible retirement plan”; provided, however, that the Member 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 Member or the
eligible retirement plan to provide a statement that the eligible retirement
plan is intended to be qualified under Code Section 401(a) (if the plan is
intended to be so qualified) or otherwise meets the requirements necessary to be
an “eligible retirement plan.”

     

     (b)            Notwithstanding
anything herein a direct rollover of a distribution from a Roth Elective
Deferral Account under the Plan will only be made to another Roth elective
deferral account under an applicable retirement plan described in Code Section
402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to the
extent the rollover is permitted under the rules of Code Section
402(c).

     

     (c)            Eligible
rollover distributions from a Member’s Roth Elective Deferral Account are taken
into account in determining whether the total amount of the Member’s Account
balance under the Plan exceeds $1,000 for purposes of mandatory distributions
from the Plan.

     

     (d)            Upon
receiving instructions from a Beneficiary who is the Member’s Eligible Spouse or
an alternate payee under a “qualified domestic relations order” as defined in
Code Section 414(p), in either case who is eligible to receive a distribution
pursuant to the  provisions of Article VIII that constitutes an
“eligible rollover distribution” as defined in Code Section 402(c)(4), to
transfer all or any part of such distribution to a plan that constitutes an
“eligible retirement plan” under Code Section 402(c)(8)(B) with respect to that
distribution, the Administrative Committee shall cause the portion of the
distribution which such Eligible Spouse or alternate payee has elected to so
transfer to the eligible retirement plan so designated.

     

     (e)            The
Administrative Committee may accomplish the direct transfer described in
Subsection (a) or (b), as applicable, by delivering a check to the Member,
Eligible Spouse or alternate payee (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.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


     (f)            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 Code Section 408(a) or an individual retirement annuity
described in Code Section 408(b) 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 Code
Section 408(d)(3)(C)) for purposes of the Code, and (3) Code Section
401(a)(9)(B) (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.

     

    
      	
               
      

            	
              Section
      11.06.

            	
              Latest Commencement of
      Benefits.

            


    

     

     Notwithstanding
other provision of the Plan to the contrary, a Member shall be eligible to
receive payment, or to commence payment, under the Plan of his benefits no later
than sixty (60) days after the end of the Plan Year in which the latest of the
following occurs:

     

     (a)            the
Member’s attainment of age his Normal Retirement Date;

     

     (b)            The
tenth (10th) anniversary of the year in which the Member began participation in
the Plan; or

     

     (c)            The
Member’s Severance from Employment.

     

    
      	
               
      

            	
              Section
      11.07.

            	
              Indirect Payment of
      Benefits.

            


    

     

     If
any Member or 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 be made to the guardian or other
legal representative of such Member or Beneficiary or, if none, to any other
person or institution, which, in the opinion of the Administrative Committee, is
then maintaining or has custody of such Member or Beneficiary.  Such
payment shall constitute a full discharge with respect to the obligations
hereunder.

     

    
      	
               
      

            	
              Section
      11.08.

            	
              Limitations on
      Distributions.

            


    

     

     Notwithstanding
anything to the contrary contained in this Plan:

     

     (a)            The
entire interest of each Member must either:

     

     (1)    
    be paid to him not later than the Required Beginning
Date; or


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    (2)  
      commence to be paid to him by not later than
the Required Beginning Date and  paid, in accordance with regulations
prescribed by the Secretary of the Treasury, over a period not extending beyond
the life expectancy of the Member or the joint and last survivor life expectancy
of the Member and his Designated Beneficiary; provided, however, that if the
distribution of a Member’s Account balances has commenced in accordance with
this Paragraph (2), any portion remaining to be distributed at the Member’s
death shall continue to be distributed at least as rapidly as under the method
of distribution in effect as of such Member’s death.

     

     (b)           If
a Member dies prior to the commencement of distributions to him in accordance
with Paragraph (a)(2), the entire interest of the Member shall be
distributed:

     

    (1)     
   not later than December 31 of the calendar year which contains
the fifth  anniversary of the Member’s death; or

     

    (2)   
     where distribution is to be made to the Member’s
Designated Beneficiary, commencing

     

     
(A)     on or before December 31 of the calendar
year immediately following the calendar year in which the Member died;
or

     

     
(B)      if the Designated Beneficiary is
the Member’s surviving Spouse, no later than the later of the date described in
Paragraph (A), above or December 31 of the calendar year in which such Member
would have attained age seventy and one-half (70-1/2), and payable, in
accordance with regulations prescribed by the Secretary of the Treasury, over a
period not extending beyond the life expectancy of such Designated
Beneficiary.

     

     (c)           For
purposes of Paragraphs (a)(2) and (b)(2), prior to the Required Beginning Date,
the Member (or his spouse, if the spouse is the Member’s Beneficiary) may make
an irrevocable election to have the Member’s (and/or his spouse’s) life
expectancy recalculated not more frequently than annually.  If no such
election is made prior to the Member’s Required Beginning Date, the Member’s
(and/or his spouse’s) life expectancy shall automatically be recalculated
annually.

     

     (d)           Under
regulations prescribed by the Secretary of the Treasury, any amount paid to a
Member’s child shall be treated as if it had been paid to such Member’s
surviving spouse if such amount will become payable to such spouse upon the
child reaching maturity or such other designated event which may be permitted
under such regulations.

     

     (e)           For
purposes of this Section 11.08, the term “Designated Beneficiary” shall mean a
Member’s surviving spouse or an individual designated by the Member pursuant to
Section 2.04.

     

     (f)            Notwithstanding
any provision of this Plan to the contrary, the provisions of this Section 11.08
shall be construed in a manner that complies with Code Section 401(a)(9) and,
with respect to distributions made on or after January 1, 2001, the Plan will
apply the minimum distribution requirements of Code Section 401(a)(9) in
accordance with the Treasury Regulations thereunder that were proposed in
January 2001, the provisions of which are hereby incorporated by
reference.  This Subsection (f) shall continue in effect until the end
of the last calendar year beginning before the effective date of the final
regulations under Code Section 401(a)(9) or such other date as may be specified
in guidance published by the Internal Revenue Service.


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


     (g)            Effective
as of January 1, 2003, notwithstanding anything to the contrary contained in
this Plan, distributions shall be made in a manner that complies with Code
Section 401(a)(9) and Appendix A attached hereto.

     

     (h)            Each
Member who (i) attained age 70-1⁄2 before January 1, 1999, (ii) commenced
distributions pursuant to Code Section 401(a)(9) and (iii) is an Employee of the
Employer on January 1, 2004, may make an irrevocable affirmative election,
subject to the terms of any applicable “qualified domestic relations order” as
defined in Section 414(p) of the Code, to cease receiving such distributions at
any time prior to the Member’s Severance from Employment.

     

    
      	
               
      

            	
              Section
      11.09.

            	
              Consent to
      Distributions.

            


    

     

     No
amount shall be distributed to a Member pursuant to Section 11.01, 11.02 or
11.04 without his written consent, unless the amount to be distributed to the
Member is not in excess of $1,000 ($5,000 prior to March 28,
2005).  In the event a Member’s consent to a distribution is required
pursuant to this Section 11.09, such distribution shall be made or commence to
be made as soon as reasonably practicable after the Accounting Date coincident
with or next following the date on which such consent is received by the
Administrative Committee.

     

    
      	
               
      

            	
              Section
      11.10.

            	
              Pre-Retirement
      Distribution.

            


    

     

     (a)            On
or after a Member’s attainment at age 59-1⁄2, the Administrative Committee,
at   the election of the Member, shall direct the Trustees to
make an in-service distribution of any portion of the vested balance of the
Member’s Account.

     

     (b)            Effective
on and after September 1, 2007, each Member may elect to withdraw all or a
portion of his Member Contributions Account and the actual earnings thereon at
any time.  Prior to such date, only a Member who was a participant in
the SCB Savings or Cash Option Plan for Employees could elect to withdraw his
Member Contributions Account and the actual earnings thereon.

     

     (c)            In
the event that the Administrative Committee makes a distribution pursuant to
this Section 11.10 the Member shall continue to be eligible to participate in
the Plan on the same basis as any other Employee.  Any distribution
made pursuant to this Section 11.10 shall be made in a manner consistent with
other applicable provisions of this Article XI, including, but not limited to,
all notice and consent requirements of Code Section 411(a)(11) and the
Regulations thereunder.

     

    
      	
               
      

            	
              Section
      11.11.

            	
              Partial
      Withdrawals.

            


    

     

     Effective
on and after September 1, 2007, a Member who has a Severance from Employment but
who has not otherwise been paid the balance of his Account pursuant to this
Article XI may at any time request a partial distribution of his Account in a
minimum amount equal to $1,000 (or the Account balance, if less than
$1,000).


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    ARTICLE
XII

     

    ADMINISTRATION OF THE
PLAN

     

    
      	
               
      

            	
              Section
      12.01.

            	
              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.

     

    
      	
               
      

            	
              Section
      12.02.

            	
              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.

     

    
      	
               
      

            	
              Section
      12.03.

            	
              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.

     

    
      	
               
      

            	
              Section
      12.04.

            	
              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:

     

    (1)        
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;

     

    (2)     
   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;


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    (3)       
 Construe all terms, provisions, conditions of and limitations to the
Plan;

     

    (4)     
   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 Member during any period hereunder, and (C) all other matters
upon which the benefits or other rights of a Member or other person shall be
based hereunder;

     

    (5)   
     Determine all questions relating to the
administration of the Plan (A) when disputes arise between the Employer and a
Member 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; and

     

    (6)      
  Interpret Plan terms to reflect the Company’s intent, such that in
the event  of a scrivener's error that renders a Plan term
inconsistent with the Company’s intent, the Company’s intent controls, and any
inconsistent Plan term is made expressly subject to this
requirement.

     

     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.

     

    
      	
               
      

            	
              Section
      12.05.

            	
              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.

     

    
      	
               
      

            	
              Section
      12.06.

            	
              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.


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      12.07.

            	
              Fiduciaries.

            


    

     

     Any
person or group of persons may serve in more than one fiduciary capacity with
respect to the Plan.  The Company is the Named Fiduciary under the
Plan.  The Named Fiduciary and any fiduciary designated by the Named
Fiduciary to whom such power is granted by the 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.

     

    
      	
               
      

            	
              Section
      12.08.

            	
              Plan
      Administrator.

            


    

     

     The
Company shall be the administrator of the Plan, as defined in Section 3(16)(A)
of the Act, 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.

     

    
      	
               
      

            	
              Section
      12.09.

            	
              Notices and Elections
      (Administrative Committee).

            


    

     

     A
Member 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 Members
from the Trustee and transmit them to the Members.  All elections
which may be made by a Member 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.

     

    
      	
               
      

            	
              Section
      12.10.

            	
              Misrepresentation of
      Age.

            


    

     

     In
making a determination or calculation based upon a Member’s age, the
Administrative Committee shall be entitled to rely upon any information
furnished by the Member.  If a Member misrepresents the Member’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 Member’s benefit to conform to the
Member’s actual age and offset future monthly payments to recoup any
overpayments caused by the Member’s misrepresentation.

     

    
      	
               
      

            	
              Section
      12.11.

            	
              Decisions of
      Administrative Committee are
Binding.

            


    

     

     The
decisions of the Administrative Committee with respect to any matter it is
empowered to act on shall be made in the Administrative Committee’s sole
discretion and shall be final, conclusive and binding on all persons, based on
the Plan documents.  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.

     

    
      	
               
      

            	
              Section
      12.12.

            	
              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.


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                Section
      12.13.

              	
                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.

     

    
      	
               
      

            	
              Section
      12.14.

            	
              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.

     

    
      	
               
      

            	
              Section
      12.15.

            	
              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 Members 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.

     

     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, 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.


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Section
      12.16.

            	
              Claim and Appeal
      Procedure.

            


    

     

     (a)           Initial
Claim.

     

    (1)  Any
claim by an Employee, Member 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
(or its designee) for such purpose. The Administrative Committee (or its
designee) shall provide the Claimant with the necessary forms and make all
determinations as to the right of any person to a disputed
benefit.  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.  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.

     

    (2)  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.


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    (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:

     

    (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.

     

    (3)  Reserved.

     

    (4)  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;


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


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

     

    (C)  A
description of any additional material 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(a)
of the Act following an adverse determination on review.

     

    (5)          
 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.

     

    (1)  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.  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.


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    (2)  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.

     

    (3) 
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.

     

    (4)  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.

     

    (5)  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;


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    (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(a)
of the Act.

     

    (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.

     

    (6)  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 United
States 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 United States
Department of Labor Regulation § 2560.503-1.


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


     (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, 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.

     

    
      
        	
                 
      

              	
                Section
      12.17.

              	
                Elections by Former
      Employees of Equitable Capital Management
    Corporation.

              


      

       

    

     Any
designation or election by a Member or the beneficiary of a Member who had an
account balance under the ECMC Plan on December 31, 1994, including, without
limitation, a designation of one or more beneficiaries, investment elections or
an election to receive a distribution that was in effect under the ECMC Plan as
of that date for the corresponding purpose under this Plan shall continue to be
effective under this Plan, as if made in respect of this Plan, until otherwise
changed in accordance with the terms of this Plan or any rules or procedures
established by the Administrative Committee.


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    ARTICLE
XIII

     

    THE TRUST
FUND

     

    
      	
               
      

            	
              Section
      13.01.

            	
              The Trust
      Agreement.

            


    

     

     The
Company shall enter into a Trust Agreement for the establishment of the Trust
with one or more individuals or with a bank or trust company organized and doing
business under the laws of the United States or of any state and authorized
under the laws of its jurisdiction of incorporation to exercise corporate trust
powers.  The Trust Agreement shall be deemed to form a part of the
Plan, and all rights which may accrue to any Person under the Plan shall be
subject to the terms of the Trust Agreement.

     

    
      	
               
      

            	
              Section
      13.02.

            	
              Trustee’s Power and
      Duties.

            


    

     

     The
Trustee shall manage and control the Trust Fund in accordance with the terms of
the Trust Agreement.

     

    
      	
               
      

            	
              Section
      13.03.

            	
              Use of Trust
      Fund.

            


    

     

     The
Trust Fund shall be used to provide the benefits and pay the expenses of this
Plan and of the Trustee, and no part of the corpus or income shall be used for
or diverted to purposes other than for the exclusive benefit of Members and
their Beneficiaries under this Plan and the payment of expenses of the Plan and
Trust.  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 Section 408(b)(8) of the Act 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 Code Section
401(a) and is exempt from tax under Code Section 501(a) 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.

     

    
      	
               
      

            	
              Section
      13.04.

            	
              Payment of
      Expenses.

            


    

     

     All
administrative and other expenses of the Plan and Trust shall be paid out of the
Trust Fund unless paid by the Company.  Taxes related to the unrelated
business taxable income of the Trust that are paid out of the Trust Fund, shall
be paid from and charged solely to the Account or Accounts involved, either on a
specific or proportionate basis, as determined by the Administrative
Committee.   The Company 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.


    
      
        
        

      

      
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    ARTICLE
XIV

     

    CERTAIN RIGHTS AND
OBLIGATIONS OF THE COMPANY

     

    
      	
               
      

            	
              Section
      14.01.

            	
              Disclaimer of
      Liability.

            


    

     

     (a)           Although
it is the intention of the Company to continue this Plan and to make substantial
and regular contributions each year, nothing contained in this Plan or the Trust
Agreement shall be deemed to require the Company to make any contributions
whatsoever under this Plan or to continue the Plan.

     

     (b)           Nothing
in this Plan shall be construed as the assumption by the Company of the
obligation for any payment of any benefits or claims hereunder, and Members and
their Beneficiaries, and all persons claiming under or through them, shall have
recourse only to the Trust Fund for payment of any benefit
hereunder.

     

     (c)           The
rights of the Members, their Beneficiaries and all other persons are hereby
expressly limited to those stated in, and shall be construed only in accordance
with, the Provisions of the Plan.

     

    
      	
               
      

            	
              Section
      14.02.

            	
              Termination.

            


    

     

     The
Company reserves the right in its sole discretion to terminate this Plan at any
time.  A “termination” shall be deemed to take place if the Company
terminates the Plan, partially terminates it (within the meaning of Code Section
411(d)(3)(A)) or completely discontinues contributions under this
Plan.  (For this purpose a suspension of contributions which is merely
temporary shall not be deemed a complete discontinuance.) In the event of a
termination, the Company may direct the Trustee to continue to maintain the
Trust, and the assets thereof shall be applied at the continued direction of the
Administrative Committee in accordance with this Plan.  Upon
termination of the Trust, distribution to each Member shall be made as soon as
practicable thereafter in the manner described in Section
11.01.  Until fully distributed, Members’ accounts shall be revalued
from time to time in accordance with Section 9.01.  Upon termination
or partial termination of the Plan, the rights of all affected Members to the
amounts credited to their Accounts to the date of such termination shall become
non-forfeitable.

     

    
      	
               
      

            	
              Section
      14.03.

            	
              Employer-Employee
      Relationship.

            


    

     

     The
adoption of this Plan shall in no way be construed as conferring any legal or
other rights upon any Employee or any Person with respect to continuation of
employment, nor shall it in any way interfere with the right of an Employer to
discharge any Employee or otherwise act with respect to him.  Any
Employer may take any action (including discharge) with respect to any Employee
or other Person without regard to the effect which such action might have upon
his rights as a Member of this Plan.


    
      
        
        

      

      
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              Section
      14.04.

            	
              Merger,
      Etc.

            


    

     

     (a)           The
merger or consolidation of an Employer with or into another company or the
acquisition of its assets by any other Person shall not of itself cause the
termination of this Plan or be deemed a termination of employment as to any
Employee, nor shall anything in this Plan prevent the consolidation or merger of
any Employer with or into any corporation or prevent the sale by any Employer of
any of its assets.  The merger of this Plan with another retirement
plan shall not of itself cause the termination of this Plan.

     

     (b)           In
the event of the dissolution, merger, consolidation or reorganization of the
Company, provision may be made by which the Plan and Trust will be continued by
the successor; and in such event such successor shall be substituted for the
Company under the Plan.  The substitution of the successor shall
constitute an assumption of Plan liabilities by the successor, and the
successor  shall have all of the powers, duties and responsibilities
of the Company under the Plan.

     

     (c)           In
the event of any merger or consolidation of the Plan with, or transfer in whole
or in part of the assets and liabilities of the Trust Fund to, another trust
fund held under any other plan of deferred compensation maintained or to be
established for the benefit of all or some of the Members of this Plan, the
assets of the Trust Fund applicable to such members shall be transferred to such
other trust fund only if:

     

    (1)         the
values of the Accounts and the vested percentage of the Company Contributions
Account of each Member, immediately after the merger, consolidation or transfer,
shall be equal to or greater than such values and percentage immediately before
the merger, consolidation or transfer;

     

    (2)         resolutions
of the general partner referred to in Section 1.09 and of the governing body any
new or successor employer of the affected Members shall authorize such transfer
of assets; and, in the case of the new or successor employer of the affected
Members, its resolutions shall include an assumption of liabilities with respect
to such Members’ inclusion in the new employer’s plan; and

     

    (3)         such
other plan and trust are qualified under Code Sections 401(a) and
501(a).

     

    
      	
               
      

            	
              Section
      14.05.

            	
              Determination
      Final.

            


    

     

     Any
determinations made hereunder shall be made in a manner consistent with the
Company’s accounting practices and shall be final and conclusive for all
purposes, notwithstanding any late adjustments in the tax returns of the
Company.


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    ARTICLE
XV

     

    NON-ALIENATION OF
BENEFITS

     

    
      	
               
      

            	
              Section
      15.01.

            	
              Provisions with
      Respect to Assignment and
Levy.

            


    

     

     Except
as may be required under the terms of a “qualified domestic relations order” as
defined in Code Section 414(p), no benefit under this Plan shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, garnishment, attachment, levy or charge and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber, garnish, attach,
levy upon or charge the same shall be void; nor shall any benefit be in any
manner liable for or subject to the debts or other liabilities of the Person
entitled thereto.

     

    
      	
               
      

            	
              Section
      15.02.

            	
              Alternate
      Application.

            


    

     

     If
any Member or Beneficiary under this Plan becomes bankrupt or attempts to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
benefit under this Plan, except as specifically provided herein, or if any
benefit shall be garnished, attached or levied upon other than pursuant to a
qualified domestic relations order as defined in Code Section 414(p), then such
benefits shall, in the discretion of the Administrative Committee, cease, and
the Administrative Committee may hold or apply the same or any part thereof to
or for the benefit of such Member or Beneficiary, his spouse, children or other
dependents or any of them in such manner and in such proportion as the
Administrative Committee may deem proper.

     

    
      	
               
      

            	
              Section
      15.03.

            	
              Exceptions.

            


    

     

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


    
      
        
        

      

      
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    AMENDMENTS

     

    
      	
               
      

            	
              Section
      15.04.

            	
              Company’s
      Rights.

            


    

     

     (a)           The
Company reserves the right, at any time and from time to time, by action of the
Board, to modify or amend in whole or in part any or all of the provisions of
this Plan; provided, however, that no such modification or amendment may (i)
result in a retroactive reduction in the then value of any Member’s Account or
Loan Account; or (ii) except to the extent as may be provided in regulations
promulgated by the Secretary of the Treasury, have the effect of eliminating an
optional form of benefit. Notwithstanding anything in this Plan to the contrary,
the Board, in its sole discretion, may make any modifications, amendments,
additions or deletions in this Plan, as to benefits or otherwise and
retroactively or prospectively and regardless of the effect on the rights of any
particular Members, which it deems appropriate in order to bring this Plan into
conformity with or to satisfy any conditions of the Act and in order to continue
or maintain the qualification of the Plan and Trust under Code Section 401(a)
and to have the Trust declared exempt and maintained exempt from taxation under
Code Section 501(a).

     

     (b)           No
amendment may change the vesting schedule under Section 10.04, either directly
or indirectly, unless each Member having not less than three Years of Service is
permitted to elect, within a reasonable period specified by the Administrative
Committee after the adoption of such amendment, to have his or her vested
percentage computed without regard to such amendment.  The period
during which the election may be made shall commence with the date the amendment
is adopted and shall end as of the later of:

     

    (i)          sixty
days after the amendment is adopted;

     

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

     

    (iii)        sixty
days after the Member is issued written notice by the Administrative
Committee.

     

    
      	
               
      

            	
              Section
      15.05.

            	
              Provision Against
      Diversion.

            


    

     

     No
part of the assets of the Trust Fund shall, by reason of any modification or
amendment or otherwise, be used for, or diverted to, purposes other than for the
exclusive benefit of Members or their Beneficiaries under this Plan and the
payment of the administrative expenses of this Plan.


    
      
        
        

      

      
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    ARTICLE
XVI

     

    LIMITATIONS ON BENEFITS AND
CONTRIBUTIONS

     

     Section
16.01.    The limitations of Code Section 415
applicable to “defined contribution plans” as defined in Code Section 414(i) are
hereby incorporated by reference in this Plan; provided, however, that where the
Code so provides, contribution limitations in effect under prior law shall be
applicable to account balances accrued as of the last effective day of such
prior law.  Effective as of January 1, 2008, in no event shall annual
additions, as defined under Code Section 415(c)(2), made to a Member’s Account
for a Limitation Year exceed the lesser of 100 percent (100%) of Compensation or
$46,000 (in 2008) and as adjusted in later Plan Years for cost-of-living
increases pursuant to Code Sections 415(c)(1), 415(d)(1), 415(d)(3) and
415(d)(4), and Treasury Regulation Section 1.415(c)-1.

     

    
      	
               
      

            	
              Section
      16.02.

            


    

     

     (a)           If,
with respect to any Plan Year beginning on and after January 1, 1992 and prior
to January 1, 2008, contributions to a Member’s Account must be reduced to
conform to the limitations on “annual additions” as defined in Code Section
415(c)(2), the reduction shall be achieved first by the distribution to the
affected Member on a timely basis of Member Salary Deferrals made pursuant to
Section 5.01, together with allocable earnings thereon, until the limitations
are met or this category of contributions is exhausted, whichever first
occurs.  Concurrent with the return of such Member Salary Deferrals,
Company Contributions made pursuant to Section 4.02 attributable to such
returned Member Salary Deferrals shall be reduced. Finally, if necessary,
Company Contributions for the Plan Year made pursuant to Section 4.01 shall be
reduced.

     

     (b)           Effective
as of January 1, 2008, notwithstanding anything herein to the contrary, in the
event the annual additions, as defined under Code Section 415(c)(2), on behalf
of a Member in any Plan Year exceed the limitations of Code Section 415, the
Plan may only correct such excess in accordance with the Employee Plans
Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2008-50
or any superseding guidance, including, but not limited to, the preamble of the
final Section 415 regulations.

     

     Section
16.03.     In the case of a Member who is, or
has ever been, a participant in one or more “defined benefit plans” as defined
in Code Section 414(j), maintained by an Employer or any predecessor of the
Employer, if Contributions or benefits need to be reduced due to the application
of Code Section 415(e), then benefits under the defined benefit plans shall be
reduced with respect to that Member before any contributions credited to the
Member under this Plan, or any other defined contribution plan maintained by the
Employer, shall be reduced.  Notwithstanding the foregoing, the
limitations of Code Section 415(e) shall cease to apply as of the first day of
the first Plan Year beginning on or after January 1, 2000.


    
      
        
        

      

      
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    ARTICLE
XVII

     

    TOP-HEAVY PLAN
YEARS

     

     Section
17.01.     For purposes of this Article XVIII, 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 of a plan, the
last day of that 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 an Employee as defined in Section 416(i)(1)  and the
Regulations thereunder. For Plan Years beginning after December 31, 2001, “Key
Employee” means any Employee or former Employee (including any deceased
Employee) who at any time during the Plan Year that includes the “Determination
Date” was an officer of the Employer having annual compensation greater than
$130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning
after December 31, 2002), a 5-percent owner of the Employer or a 1-percent owner
of the Employer having annual compensation of more than $150,000.  As
used in this definition, “annual compensation” means compensation within the
meaning of Code Section 415(c)(3).  For Plan Years beginning before
December 31, 2001, “Key Employee” means any Employee or former Employee (and the
Beneficiaries of such Employee) who, at  any time during the
determination period, was an officer of the Employer if such individual’s
Top-Heavy Compensation exceeds 50% of the dollar limitation under Code Section
415(b) (1) (A), an owner (or considered an owner under Code Section 318) of one
of the ten largest interests in the Employer if such individual’s Top-Heavy
Compensation exceeds 100% of such dollar limitation, a 5 percent owner of the
Employer, or a 1 percent owner of  the Employer who has annual
Top-Heavy Compensation of  more than $150,000.  The
determination period is the Plan Year containing the Determination Date and the
4 preceding Plan Years.

     

     (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 Code
Sections 401(a)(4) and 410.

     

     (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 Code Sections 401(a)(4) or 410.

     

     (g)           “Top-Heavy
Compensation” means the Employee’s compensation as defined in Code Section
414(q)(7).  Top-Heavy Compensation shall include Deemed 125
Compensation, as defined in Section 1.16 of the Plan.

     

     (h)           “Top-Heavy
Ratio” means:

     

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


    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    


    (2)          If,
in addition to this Plan, the Employer maintains one or more defined
contribution plans (including any simplified employee pension plan), and the
Employer maintains or has maintained one or more defined benefit plans which,
during the 5-year period ending on the Determination Date, has or has had any
accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation
Group, as appropriate, is a fraction, the numerator of which is the sum of
account balances under the aggregated defined contribution plan or plans for all
Key Employees, determined in accordance with (1) above, and the present value of
accrued benefits under the aggregated defined benefit plan or plans for all Key
Employees as of the Determination Date, and the denominator of which is the sum
of the account balances under the aggregated defined contribution plan or plans
for all participants, determined in accordance with (1) above, and the present
value of accrued benefits under the defined benefit plan or plans for all
participants as of the Determination Date, all determined in accordance with
Code Section 416 and the regulations thereunder.  The accrued benefits
under a defined benefit plan in both the numerator and denominator of the
Top-Heavy Ratio are adjusted for any distribution of an accrued benefit 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 Code Section 416 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 Code Section 416 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.


    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    


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

     

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

     

    Top-Heavy
Compensation shall include Deemed 125 Compensation, as defined in Section 1.16
of the Plan.

     

    Section
17.02.      If the Plan is or becomes
top-heavy in any Plan Year, the provisions of Section 18.04 will automatically
supersede any conflicting provision of the Plan.

     

    Section
17.03.      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 this Plan exceeds 60 percent and this Plan is not part
of any Required Aggregation Group or Permissive Aggregation Group
of  plans.

     

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

     

    (c)           If
this 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 60 percent.

     

    Section 17.04.

     

    (a)           Except
as provided in Subsection (b), the amount of the Company contribution made on
behalf of each Member who is not a Key Employee for any Plan Year for which the
Plan is a Top-Heavy Plan shall be at least equal to the lesser of:

     

    (1)         three
percent (3%) of such Member’s Top-Heavy Compensation less any amount contributed
on behalf of the Member under any other defined contribution plan maintained by
an Employer or an Affiliate; or

     

    (2)         the
percentage of Top-Heavy Compensation represented by the Company Contributions
and Member Salary Deferrals made on behalf of the Key Employee for whom such
percentage is the highest for such Plan Year, determined by dividing the sum of
the Company Contribution and Member Salary Deferrals made on behalf of each such
Key Employee by so much of his Top-Heavy Compensation as does not exceed
$200,000.

     

    (3)         Where
the inclusion of this Plan in a Permissive Aggregation Group or Required
Aggregation Group pursuant to Section 18.01(e) or 18.01(f) enables a defined
benefit plan described in Section 18.01(f) to meet the requirements of Code
Sections 401(a)(4) or Section 410, the minimum contribution required under this
Section 18.04 shall be the amount specified in Section
18.04(a)(1).


    
      
        
        

      

      
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    ARTICLE
XVIII

     

    MISCELLANEOUS

     

    
      	
               
      

            	
              Section
      18.01.

            	
              Binding on Heirs,
      Etc.

            


    

     

     This
Plan shall extend to and be binding upon the heirs, executors, administrators,
successors and assigns of the Members and their Beneficiaries and all successors
to the Company by way of merger, consolidation, acquisition of assets or
otherwise.

     

    
      	
               
      

            	
              Section
      18.02.

            	
              Governing
      Law.

            


    

     

     All
questions pertaining to the validity, construction and administration of the
Plan shall be determined in accordance with the laws of the State of New York
(without reference to its Conflict of Laws provisions), except to the extent
that such laws have been superseded by the Act, 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.

     

    
      	
               
      

            	
              Section
      18.03.

            	
              Separability.

            


    

     

     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, and
the Plan shall be construed and enforced as if such illegal and invalid
provisions had never been inserted herein.

     

    
      	
               
      

            	
              Section
      18.04.

            	
              Captions and
      Gender.

            


    

     

     The
captions herein are for convenience of reference only and are not to be
construed as part of the Plan.  As used herein, the masculine shall
include the feminine and the neuter and vice versa, as the context
requires.

     

    
      	
               
      

            	
              Section
      18.05.

            	
              Merger of
      SCOPE.

            


    

     

     Effective
January 1, 2004, the SCB Savings or Cash Option Plan for Employees is merged
into and with the Plan and the balances held in participants’ accounts under
SCOPE shall be transferred into the corresponding accounts under the Plan to be
maintained on behalf of such Members.  Unless otherwise provided
herein, the benefits of each participant in the SCB Savings or Cash Option Plan
for Employees who is not credited with an hour of service after December 31,
2003 shall be governed by the terms of such plan as of the date of the
participant’s termination of employment.  Any election made under
SCOPE by a participant shall be deemed to have been made under the Plan;
provided that a salary deferral election made under SCOPE shall be applied under
the Plan as if it were a salary deferral election made with respect to
Compensation, as defined under 1.16 of the Plan, and shall be reduced, to the
extent necessary to avoid exceeding the maximum limits on the amount that may be
deferred pursuant to Section 5.01 by a Member.


    
      
        
        

      

      
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    APPENDIX
A

     

    REQUIRED
DISTRIBUTION RULES

     

    Section 1. General.  Pursuant to
Section 11.08 of the Plan, this Appendix A describes the required distribution
rules for Members 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 Code Section 401(a)(9) and shall be null and void to the
extent that they are not required under Section 401(a)(9) of the
Code.  Any capitalized terms not otherwise defined in this Appendix A
have the meaning given those terms in the Plan.  Notwithstanding any
other provision of the Plan, distributions must be made in compliance with
Treasury Regulations under Code Section 401(a)(9).

     

    Section
2.  Required
Distributions.  As of any Member’s Required Beginning Date, the
Member must begin to receive distributions of his or her benefits under the
Plan.

     

    Section 3.  Single-Sum
Distribution.  A Member may
satisfy the requirements of this Appendix A by receiving a single lump-sum
distribution on or before his or her Required Beginning Date.

     

    Section 4.  Time and
Manner of Distribution.

     

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

     

    (a)  If
the Member’s surviving spouse is the Member’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 Member died, or by
December 31 of the calendar year in which the Member would have attained age
701⁄2, if later.

     

    (b)  If
the Member’s surviving spouse is not the Member’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 Member
died.

     

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

     

    (d)  If
the Member’s surviving spouse is the Member’s sole designated beneficiary and
the surviving spouse dies after the Member but before distributions to the
surviving spouse begin, this Section 4.1, other than Section 4.1(a), will apply
as if the surviving spouse were the Member.

     

    For
purposes of this Section 4.1 and Section 6, unless Section 4.1(d) applies,
distributions are considered to begin on the Member’s Required Beginning
Date.  If Section 4.1(d) applies, distributions are considered to
begin on the date distributions are required to begin to the surviving spouse
under Section 4.1(a).


    
      
        
        

      

      
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    4.2.  Forms of
Distribution.  Unless the Member’s interest is distributed in a
single sum on or before the Required Beginning Date, as of the first
Distribution Calendar Year distributions must be made no slower than required
under Sections 5 and 6 of this Appendix A.

     

    Section
5.  Required
Minimum Distributions During Member’s Lifetime.

     

    5.1.  Amount of Required Minimum
Distribution for Each Distribution Calendar Year.  During the
Member’s lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of:

     

    (a)  the
quotient obtained by dividing the Member’s Account Balance by the distribution
period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the
Treasury Regulations, using the Member’s age as of the Member’s birthday in the
Distribution Calendar Year, or

     

    (b)  if
the Member’s sole designated beneficiary for the Distribution Calendar Year is
the Member’s spouse, the quotient obtained by dividing the Member’s Account
Balance by the number in the Joint and Last Survivor Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Member’s and spouse’s
attained ages as of the Member’s and spouse’s birthdays in the Distribution
Calendar Year.

     

    5.2.  Lifetime Required Minimum
Distributions Continue Through Year of Member’s
Death.  Required minimum distributions will be determined under
this Section 5 beginning with the first Distribution Calendar Year and up to and
including the Distribution Calendar Year that includes the Member’s date of
death.

     

    Section
6.  Required
Minimum Distributions After Member’s Death.

     

    6.1.  Death On or After Date
Distributions Begin.

     

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

     

    (1)  The
Member’s remaining Life Expectancy is calculated using the age of the Member in
the year of death, reduced by one for each subsequent year.

     

    (2)  If
the Member’s surviving spouse is the Member’s sole designated beneficiary, the
remaining Life Expectancy of the surviving spouse is calculated for each
Distribution Calendar Year after the year of the Member’s death using the
surviving spouse’s age as of the spouse’s birthday in that year.  For
Distribution Calendar Years after the year of the surviving spouse’s death, the
remaining Life Expectancy of the surviving spouse is calculated using the age of
the surviving spouse as of the spouse’s birthday in the calendar year of the
spouses death, reduced by one for each subsequent calendar
year.


    
      
        
        

      

      
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    (3)  If
the Member’s surviving spouse is not the Member’s sole designated beneficiary,
the designated beneficiary’s remaining Life Expectancy is calculated using the
age of the beneficiary in the year following the year of the Member’s death,
reduced by one for each subsequent year.

     

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

     

    6.2.  Death Before Date
Distributions begin.

     

    (a)
Member Survived by Designated Beneficiary.  If the Member dies before
the date distributions begin and there is a designated beneficiary, the minimum
amount that will be distributed for each Distribution Calendar Year after the
year of the Member’s death is the quotient obtained by dividing the Member’s
Account Balance by the remaining Life Expectancy of the Member’s designated
beneficiary, determined as provided in Section 6.1.

     

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

     

    (c)  Death
of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin.  If the Member dies before the date distributions begin, the
Member’s surviving spouse is the Member’s sole designated beneficiary, and the
surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 4.1(a), this Section 6.2 will apply as if the
surviving spouse were the Member.

     

    6.3.  Election to Apply 5-Year
Rule to Distributions to Designated Beneficiaries.  If the
Member dies before distributions begin and there is a designated beneficiary,
distribution to the designated beneficiary is not required to begin by the date
specified in Section 4 of this Appendix, but the Member’s entire interest will
be distributed to the designated beneficiary by December 31 of the calendar year
containing the fifth anniversary of the Member’s death. If the Member’s
surviving spouse is the Member’s sole designated beneficiary and the surviving
spouse dies after the Member but before distributions to either the Member or
the surviving spouse begin, this election will apply as if the surviving spouse
were the Member.

     

    Section
7.  Definitions.

     

    7.1.  Designated
Beneficiary. The individual who is designated as the beneficiary under
Section 2.04 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.


    
      
        
        

      

      
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    7.2.  Distribution Calendar
Year.  A calendar year for which a minimum distribution is
required.  For distributions beginning before the Member’s death, the
first Distribution Calendar Year is the calendar year immediately preceding the
calendar year which contains the Member’s Required Beginning
Date.  For distributions beginning after the Member’s death, the first
Distribution Calendar Year is the calendar year in which distributions are
required to begin under Section 4.1.  The required minimum
distribution for the Member’s first Distribution Calendar Year will be made on
or before the Member’s Required Beginning Date.  The required minimum
distribution for other Distribution Calendar Years, including the required
minimum distribution for the Distribution Calendar Year in which the Member’s
Required Beginning Date occurs, will be made on or before December 31 of that
Distribution Calendar Year.

     

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

     

    7.4.  Member’s Account
Balance.  The account balance as of the last valuation date in
the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions made and
allocated or forfeitures allocated to the account balance as of dates in the
valuation calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date.  The
account balance for the valuation calendar year includes any amounts rolled over
or transferred to the plan either in the valuation calendar year or in the
Distribution Calendar Year if distributed or transferred in the valuation
calendar year.

     

    7.5.  Required Beginning
Date.  The date specified in Section 1.40 of the
Plan.

     

    Section
8.  Under regulations prescribed by the Secretary of the
Treasury, any amount paid to a Member’s child shall be treated as if it had been
paid to such Member’s surviving spouse if such amount will become payable to
such spouse upon the child reaching maturity or such other designated event
which may be permitted under such regulations.

     

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

     

    Section 10. This
Appendix is not intended to defer the timing of 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.


    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    


    APPENDIX
B

     

    COMMON OR
COLLECTIVE TRUST FUNDS OR

     

    POOLED
INVESTMENT FUNDS

     

    AllianceBernstein
Wealth Appreciation Strategy Collective Trust

    AllianceBernstein
Balanced Wealth Strategy Collective Trust

    AllianceBernstein
Wealth Preservation Strategy Collective Trust

    AllianceBernstein
US Short Duration Plus Collective Trust

    AllianceBernstein
US Strategic Core-Plus Fixed Income Collective Trust

    AllianceBernstein
US Style Blend Collective Trust

    AllianceBernstein
International Style Blend Collective Trust

    AllianceBernstein
Global All Country Blend Collective Trust

    Bernstein
Global Real Estate Securities Collective Trust


    AllianceBernstein
Customized Retirement Strategies

     

     

     69