ALLIANCE BENEFIT GROUP OF ILLINOIS

DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT 

SPONSORED BY 

ALLIANCE BENEFIT GROUP OF ILLINOIS 

BASIC PLAN DOCUMENT #01 

December, 2001 










TABLE OF CONTENTS

	
  ARTICLE 1

  PLAN ELIGIBILITY AND PARTICIPATION

  
	
   
	
   
	
   

	
  1.1

  	
  Eligibility for Plan Participation

  	
  1

  
	
   
	
   
	
   

	
  1.2
	
  Excluded Employees
	
  1

	
   
	
   
	
   

	
   
	
  (a)
	
  Independent
  contractors
	
  1

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Leased
  Employees
	
  1

	
   
	
   
	
   
	
   

	
  1.3
	
  Employees of Related Employers
	
  2

	
   
	
   
	
   

	
   
	
  (a)
	
  Nonstandardized
  Agreement
	
  2

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Standardized
  Agreement
	
  2

	
   
	
   
	
   
	
   

	
  1.4
	
  Minimum Age and Service Conditions
	
  2

	
   
	
   
	
   

	
   
	
  (a)
	
  Maximum
  permissible age and service conditions
	
  2

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Year of
  Service
	
  2

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Eligibility
  Computation Periods
	
  2

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Application
  of eligibility rules
	
  3

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Amendment
  of age and service requirements
	
  3

	
   
	
   
	
   
	
   

	
  1.5
	
  Entry Dates
	
  3

	
   
	
   
	
   

	
   
	
  (a)
	
  Entry Date
  requirements
	
  3

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Single
  annual Entry Date
	
  3

	
   
	
   
	
   
	
   

	
  1.6
	
  Eligibility Break in Service Rules
	
  4

	
   
	
   
	
   

	
   
	
  (a)
	
  Rule of
  Parity Break in Service
	
  4

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  One-year
  Break in Service rule for Plans using a two Years of Service eligibility
  condition
	
  4

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  One-year
  holdout Break in Service rule
	
  4

	
   
	
   
	
   
	
   

	
  1.7
	
  Eligibility upon Reemployment
	
  5

	
   
	
   
	
   

	
  1.8
	
  Operating Rules for Employees Excluded by Class
	
  5

	
   
	
   
	
   

	
   
	
  (a)
	
  Eligible
  Participant becomes part of an excluded class of Employees
	
  5

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Excluded
  Employee becomes part of an eligible class of Employee
	
  5

	
   
	
   
	
   
	
   

	
  1.9
	
  Relationship to Accrual of Benefits
	
  5

	
   
	
   
	
   

	
  1.10
	
  Waiver of Participation
	
  5

	
   

	
  ARTICLE 2

  EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

	
   

	
  2.1
	
  Amount of Employer Contributions
	
  6

	
   
	
   
	
   

	
   
	
  (a)
	
  Limitation
  on Employer Contributions
	
  6

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Limitation
  on Included Compensation
	
  6

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Contribution
  of property
	
  6

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Frozen Plan
	
  6

	
   
	
   
	
   
	
   

	
  2.2
	
  Profit Sharing Plan Contribution and Allocations
	
  6

	
   
	
   
	
   

	
   
	
  (a)
	
  Amount of
  Employer Contribution
	
  6

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Allocation
  formula for Employer Contributions
	
  7

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Special
  rules for determining Included Compensation
	
  9

	
   
	
   
	
   
	
   

	
  2.3
	
  401(k) Plan Contributions and Allocations
	
  10

	
   
	
   
	
   

	
   
	
  (a)
	
  Section
  401(k) Deferrals
	
  10



i










	
   
	
  (b)
	
  Employer
  Matching Contributions
	
  11

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Qualified
  Matching Contributions (QMACs)
	
  11

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Employer
  Nonelective Contributions
	
  12

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Qualified
  Nonelective Contributions (QNECs)
	
  12

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Safe Harbor
  Contributions
	
  12

	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  Prior
  SIMPLE 401(k) plan
	
  13

	
   
	
   
	
   
	
   

	
  2.4
	
  Money Purchase Plan Contribution and Allocations
	
  13

	
   
	
   
	
   

	
   
	
  (a)
	
  Employer
  Contributions
	
  13

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Uniform
  percentage or uniform dollar amount
	
  13

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Permitted
  Disparity Method
	
  13

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Contribution
  based on service
	
  14

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Davis-Bacon
  Contribution Formula
	
  14

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Applicable
  period for determining Included Compensation
	
  15

	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  Special rules
  for determining Included Compensation
	
  15

	
   
	
   
	
   
	
   

	
   
	
  (h)
	
  Limit on
  contribution where Employer maintains another plan in addition to a money
  purchase plan
	
  15

	
   
	
   
	
   
	
   

	
  2.5
	
  Target Benefit Plan Contribution
	
  15

	
   
	
   
	
   

	
   
	
  (a)
	
  Stated
  Benefit
	
  15

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Employer
  Contribution
	
  16

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Benefit
  formula
	
  16

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Definitions
	
  21

	
   
	
   
	
   
	
   

	
  2.6
	
  Allocation Conditions
	
  23

	
   
	
   
	
   

	
   
	
  (a)
	
  Safe harbor
  allocation condition
	
  24

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Application
  of last day of employment rule for money purchase and target benefit Plans in
  year of termination
	
  24

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Elapsed
  Time Method
	
  24

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Special
  allocation condition for Employer Matching Contributions under
  Nonstandardized 401(k) Agreement
	
  24

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Application
  to designated period
	
  25

	
   
	
   
	
   
	
   

	
  2.7
	
  Fail-Safe Coverage Provision
	
  26

	
   
	
   
	
   

	
   
	
  (a)
	
  Top-Heavy
  Plans
	
  27

	
   
	
   
	
   
	
   

	
   
	
  (b)      Category 1
  Employees - Otherwise Eligible Participants (who are Nonhighly Compensated
  Employees) who are still employed by the Employer on the last day of the Plan
  Year but who failed to satisfy the Plan’s Hours of Service condition
	
  27

	
   
	
   
	
   
	
   

	
   
	
  (c)      Category 2
  Employees - Otherwise Eligible Participants (who are Nonhighly Compensated
  Employees) who
terminated employment during the Plan Year with more than 500
  Hours of Service
	
  27

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Special
  Fail-Safe Coverage Provision
	
  27

	
   
	
   
	
   
	
   

	
  2.8
	
  Deductible Employee Contributions
	
  27

	
   

	
  ARTICLE 3

  EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS

	
   

	
  3.1
	
  Employee After-Tax Contributions
	
  28

	
   
	
   
	
   

	
  3.2
	
  Rollover Contributions
	
  28

	
   
	
   
	
   

	
  3.3
	
  Transfer of Assets
	
  28

	
   
	
   
	
   

	
   
	
  (a)
	
  Protection
  of Protected Benefits
	
  29

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Transferee
  plan
	
  29

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Transfers
  from a Defined Benefit Plan, money purchase plan or 401(k) plan
	
  29



ii










	
   
	
  (d)
	
  Qualified
  Transfer
	
  29

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Trustee’s
  right to refuse transfer
	
  31

	
   
	
   
	
   
	
   

	
  ARTICLE 4

  PARTICIPANT VESTING

	
   

	
  4.1
	
  In General
	
  32

	
   
	
   
	
   

	
   
	
  (a)
	
  Attainment
  of Normal Retirement Age
	
  32

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Vesting
  upon death, becoming Disabled, or attainment of Early Retirement Age
	
  32

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Addition of
  Employer Nonelective Contribution or Employer Matching Contribution
	
  32

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Vesting
  upon merger, consolidation or transfer
	
  32

	
   
	
   
	
   
	
   

	
  4.2
	
  Vesting Schedules
	
  32

	
   
	
   
	
   

	
   
	
  (a)
	
  Full and
  immediate vesting schedule
	
  32

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  7-year
  graded vesting schedule
	
  33

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  6-year
  graded vesting schedule
	
  33

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  5-year
  cliff vesting schedule
	
  33

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  3-year
  cliff vesting schedule
	
  33

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Modified
  vesting schedule
	
  33

	
   
	
   
	
   
	
   

	
  4.3
	
  Shift to/from Top-Heavy Vesting Schedule
	
  33

	
   
	
   
	
   

	
  4.4
	
  Vesting Computation Period
	
  33

	
   
	
   
	
   

	
   
	
  (a)
	
  Anniversary
  Years
	
  33

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Measurement
  on same Vesting Computation Period
	
  33

	
   
	
   
	
   
	
   

	
  4.5
	
  Crediting Years of Service for Vesting
  Purposes
	
  33

	
   
	
   
	
   

	
   
	
  (a)
	
  Calculating
  Hours of Service
	
  33

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Excluded
  service
	
  34

	
   
	
   
	
   
	
   

	
  4.6
	
  Vesting Break in Service Rules
	
  34

	
   
	
   
	
   

	
   
	
  (a)
	
  One-year
  holdout Break in Service
	
  34

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Five-Year
  Forfeiture Break in Service
	
  34

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Rule of
  Parity Break in Service
	
  34

	
   
	
   
	
   
	
   

	
  4.7
	
  Amendment of Vesting Schedule
	
  35

	
   
	
   
	
   

	
  4.8
	
  Special Vesting Rule - In-Service
  Distribution When Account Balance Less than 100% Vested
	
  35

	
   
	
   
	
   

	
  ARTICLE 5

  FORFEITURES

	
   

	
  5.1
	
  In General
	
  36

	
   
	
   
	
   

	
  5.2
	
  Timing of forfeiture
	
  36

	
   
	
   
	
   

	
   
	
  (a)
	
  Cash-Out
  Distribution
	
  36

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Five-Year
  Forfeiture Break in Service
	
  36

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Lost
  Participant or Beneficiary
	
  36

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Forfeiture
  of Employer Matching Contributions
	
  36

	
   
	
   
	
   
	
   

	
  5.3
	
  Forfeiture Events
	
  36

	
   
	
   
	
   

	
   
	
  (a)
	
  Cash-Out
  Distribution
	
  36

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Five-Year
  Forfeiture Break in Service
	
  38

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Lost
  Participant or Beneficiary
	
  39

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Forfeiture
  of Employer Matching Contributions
	
  39

	
   
	
   
	
   
	
   

	
  5.4
	
  Timing of Forfeiture Allocation
	
  39



iii










	
  5.5

  	
  Method of Allocating Forfeitures

  	
  39

  
	
   
	
   
	
   

	
   
	
  (a)
	
  Reallocation
  of forfeitures
	
  39

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Reduction
  of contributions
	
  39

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Payment of
  Plan expenses
	
  39

	
   
	
   
	
   
	
   

	
  ARTICLE 6

  SPECIAL SERVICE CREDITING PROVISIONS

	
   

	
  6.1
	
  Year of Service - Eligibility
	
  40

	
   
	
   
	
   
	
   

	
   
	
  (a)
	
  Selection
  of Hours of Service
	
  40

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Use of
  Equivalency Method
	
  40

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Use of
  Elapsed Time Method
	
  40

	
   
	
   
	
   
	
   

	
  6.2
	
  Eligibility Computation Period
	
  40

	
   
	
   
	
   

	
  6.3
	
  Year of Service - Vesting
	
  40

	
   
	
   
	
   

	
   
	
  (a)
	
  Selection
  of Hours of Service
	
  40

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Equivalency
  Method
	
  40

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Elapsed
  Time Method
	
  41

	
   
	
   
	
   
	
   

	
  6.4
	
  Vesting Computation Period
	
  41

	
   
	
   
	
   

	
  6.5
	
  Definitions
	
  41

	
   
	
   
	
   

	
   
	
  (a)
	
  Equivalency
  Method
	
  41

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Elapsed
  Time Method
	
  41

	
   
	
   
	
   
	
   

	
  6.6
	
  Switching Crediting Methods
	
  41

	
   
	
   
	
   

	
   
	
  (a)
	
  Shift from
  crediting Hours of Service to Elapsed Time Method
	
  41

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Shift from
  Elapsed Time Method to an Hours of Service method
	
  42

	
   
	
   
	
   
	
   

	
  6.7
	
  Service with Predecessor Employers
	
  42

	
   
	
   
	
   

	
  ARTICLE 7

  LIMITATION ON PARTICIPANT ALLOCATIONS

	
   

	
  7.1
	
  Annual Additions Limitation - No Other Plan
  Participation
	
  43

	
   
	
   
	
   
	
   

	
   
	
  (a)
	
  Annual
  Additions Limitation
	
  43

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Using
  estimated Total Compensation
	
  43

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Disposition
  of Excess Amount
	
  43

	
   
	
   
	
   
	
   

	
  7.2
	
  Annual Additions Limitation - Participation
  in Another Plan
	
  44

	
   
	
   
	
   

	
   
	
  (a)
	
  In general
	
  44

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  This Plan’s
  Annual Addition Limitation
	
  44

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Annual
  Additions reduction
	
  44

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  No Annual
  Additions permitted
	
  44

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Using
  estimated Total Compensation
	
  44

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Excess
  Amounts
	
  45

	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  Disposition
  of Excess Amounts
	
  45

	
   
	
   
	
   
	
   

	
  7.3
	
  Modification of Correction Procedures
	
  45

	
   
	
   
	
   

	
  7.4
	
  Definitions Relating to the Annual
  Additions Limitation
	
  45

	
   
	
   
	
   

	
   
	
  (a)
	
  Annual
  Additions
	
  45

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Defined
  Contribution Dollar Limitation
	
  46

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Employer
	
  46

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Excess
  Amount
	
  46



iv










	
   
	
  (e)
	
  Limitation
  Year
	
  46

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Maximum
  Permissible Amount
	
  46

	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  Total
  Compensation
	
  46

	
   
	
   
	
   
	
   

	
  7.5
	
  Participation in a Defined Benefit Plan
	
  47

	
   
	
   
	
   

	
   
	
  (a)
	
  Repeal of
  rule
	
  47

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Special
  definitions relating to Section 7.5
	
  47

	
   
	
   
	
   
	
   

	
  ARTICLE 8

  PLAN DISTRIBUTIONS

	
   

	
  8.1
	
  Distribution Options
	
  49

	
   
	
   
	
   

	
  8.2
	
  Amount Eligible for Distribution
	
  49

	
   
	
   
	
   

	
  8.3
	
  Distributions After Termination of
  Employment
	
  49

	
   
	
   
	
   

	
   
	
  (a)
	
  Account
  Balance exceeding $5,000
	
  49

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Account
  Balance not exceeding $5,000
	
  50

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Permissible
  distribution events under a 401(k) plan
	
  50

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Disabled
  Participant
	
  50

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Determining
  whether vested Account Balance exceeds $5,000
	
  50

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Effective
  date of $5,000 vested Account Balance rule
	
  51

	
   
	
   
	
   
	
   

	
  8.4
	
  Distribution upon the Death of the
  Participant
	
  51

	
   
	
   
	
   

	
   
	
  (a)
	
  Post-retirement
  death benefit
	
  51

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Pre-retirement
  death benefit
	
  51

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Determining
  a Participant’s Beneficiary
	
  52

	
   
	
   
	
   
	
   

	
  8.5
	
  Distributions Prior to Termination of
  Employment
	
  53

	
   
	
   
	
   

	
   
	
  (a)
	
  Employee
  After-Tax Contributions, Rollover Contributions, and transfers
	
  53

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Employer
  Contributions
	
  53

	
   
	
   
	
   
	
   

	
   
	
  (c)      Section
  401(k) Deferrals, Qualified Nonelective Contributions, Qualified Matching
  Contributions, and Safe
Harbor
  Contributions
	
  53

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Corrective
  distributions
	
  54

	
   
	
   
	
   
	
   

	
  8.6
	
  Hardship Distribution
	
  54

	
   
	
   
	
   

	
   
	
  (a)
	
  Safe harbor
  Hardship distribution
	
  54

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Non-safe
  harbor Hardship distribution
	
  55

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Amount
  available for distribution
	
  55

	
   
	
   
	
   
	
   

	
  8.7
	
  Participant Consent
	
  55

	
   
	
   
	
   

	
   
	
  (a)
	
  Participant
  notice
	
  55

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Special
  rules
	
  55

	
   
	
   
	
   
	
   

	
  8.8
	
  Direct Rollovers
	
  56

	
   
	
   
	
   

	
   
	
  (a)
	
  Eligible
  Rollover Distribution
	
  56

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Eligible
  Retirement Plan
	
  56

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Direct
  Rollover
	
  56

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Direct
  Rollover notice
	
  57

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Special
  rules for Hardship withdrawals of Section 401(k) Deferrals
	
  57

	
   
	
   
	
   
	
   

	
  8.9
	
  Sources of Distribution
	
  57

	
   
	
   
	
   

	
   
	
  (a)
	
  Exception
  for Hardship withdrawals
	
  57

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  In-kind
  distributions
	
  57



v










	
  ARTICLE 9

  JOINT AND SURVIVOR ANNUITY REQUIREMENTS

  
	
   

	
  9.1

  	
  Applicability

  	
  58

  
	
   
	
   
	
   
	
   

	
   
	
  (a)
	
  Election to
  have requirements apply
	
  58

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Election to
  have requirements not apply
	
  58

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Accumulated
  deductible employee contributions
	
  58

	
   
	
   
	
   
	
   

	
  9.2
	
  Qualified Joint and Survivor Annuity (QJSA)
	
  58

	
   
	
   
	
   

	
  9.3
	
  Qualified Preretirement Survivor Annuity
  (QPSA)
	
  58

	
   
	
   
	
   

	
  9.4
	
  Definitions
	
  59

	
   
	
   
	
   

	
   
	
  (a)
	
  Qualified
  Joint and Survivor Annuity (QJSA)
	
  59

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Qualified
  Preretirement Survivor Annuity (QPSA)
	
  59

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Distribution
  Commencement Date
	
  59

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Qualified
  Election
	
  59

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  QPSA
  Election Period
	
  59

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Pre-Age 35
  Waiver
	
  60

	
   
	
   
	
   
	
   

	
  9.5
	
  Notice Requirements
	
  60

	
   
	
   
	
   

	
   
	
  (a)
	
  QJSA
	
  60

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  QPSA
	
  60

	
   
	
   
	
   
	
   

	
  9.6
	
  Exception to the Joint and Survivor Annuity
  Requirements
	
  60

	
   
	
   
	
   

	
  9.7
	
  Transitional Rules
	
  60

	
   
	
   
	
   

	
   
	
  (a)
	
  Automatic
  joint and survivor annuity
	
  61

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Election of
  early survivor annuity
	
  61

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Qualified
  Early Retirement Age
	
  61

	
   
	
   
	
   
	
   

	
  ARTICLE 10

  REQUIRED DISTRIBUTIONS

	
   

	
  10.1
	
  Required Distributions Before Death
	
  62

	
   
	
   
	
   
	
   

	
   
	
  (a)
	
  Deferred
  distributions
	
  62

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Required
  minimum distributions
	
  62

	
   
	
   
	
   
	
   

	
  10.2
	
  Required Distributions After Death
	
  62

	
   
	
   
	
   

	
   
	
  (a)
	
  Distribution
  beginning before death
	
  62

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Distribution
  beginning after death
	
  62

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Treatment
  of trust beneficiaries as Designated Beneficiaries
	
  63

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Trust
  beneficiary qualifying for marital deduction
	
  63

	
   
	
   
	
   
	
   

	
  10.3
	
  Definitions
	
  64

	
   
	
   
	
   

	
   
	
  (a)
	
  Required
  Beginning Date
	
  64

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Five-Percent
  Owner
	
  64

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Designated
  Beneficiary
	
  64

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Applicable
  Life Expectancy
	
  64

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Life Expectancy
	
  65

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Distribution
  Calendar Year
	
  65

	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  Participant’s
  Benefit
	
  65

	
   
	
   
	
   
	
   

	
  10.4
	
  GUST Elections
	
  65

	
   
	
   
	
   

	
   
	
  (a)
	
  Distributions
  under Old-Law Required Beginning Date rules
	
  65



vi










	
   
	
  (b)
	
  Option to
  postpone distributions
	
  65

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Election to
  stop minimum required distributions
	
  66

	
   
	
   
	
   
	
   

	
  10.5
	
  Transitional Rule
	
  67

	
   
	
   
	
   

	
  ARTICLE 11

  PLAN ADMINISTRATION AND SPECIAL OPERATING RULES

	
   

	
  11.1
	
  Plan Administrator
	
  68

	
   
	
   
	
   
	
   

	
   
	
  (a)
	
  Acceptance
  of responsibility by designated Plan Administrator
	
  68

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Resignation
  of designated Plan Administrator
	
  68

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Named
  Fiduciary
	
  68

	
   
	
   
	
   
	
   

	
  11.2
	
  Duties and Powers of the Plan Administrator
	
  68

	
   
	
   
	
   

	
   
	
  (a)
	
  Delegation
  of duties and powers
	
  68

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Specific
  duties and powers
	
  68

	
   
	
   
	
   
	
   

	
  11.3
	
  Employer Responsibilities
	
  69

	
   
	
   
	
   

	
  11.4
	
  Plan Administration Expenses
	
  69

	
   
	
   
	
   

	
  11.5
	
  Qualified Domestic Relations Orders (QDROs)
	
  69

	
   
	
   
	
   

	
   
	
  (a)
	
  In general
	
  69

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Qualified
  Domestic Relations Order (QDRO)
	
  69

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Recognition
  as a QDRO
	
  69

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Contents of
  QDRO
	
  70

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Impermissible
  QDRO provisions
	
  70

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Immediate
  distribution to Alternate Payee
	
  70

	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  No fee for
  QDRO determination
	
  70

	
   
	
   
	
   
	
   

	
   
	
  (h)
	
  Default
  QDRO procedure
	
  70

	
   
	
   
	
   
	
   

	
  11.6
	
  Claims Procedure
	
  71

	
   
	
   
	
   

	
   
	
  (a)
	
  Filing a
  claim
	
  71

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Notification
  of Plan Administrator’s decision
	
  72

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Review
  procedure
	
  72

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Decision on
  review
	
  72

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Default
  claims procedure
	
  72

	
   
	
   
	
   
	
   

	
  11.7
	
  Operational Rules for Short Plan Years
	
  72

	
   
	
   
	
   

	
  11.8
	
  Operational Rules for Related Employer
  Groups
	
  73

	
   
	
   
	
   

	
  ARTICLE 12

  TRUST PROVISIONS

	
   

	
  12.1
	
  Creation of Trust
	
  74

	
   
	
   
	
   

	
  12.2
	
  Trustee
	
  74

	
   
	
   
	
   

	
   
	
  (a)
	
  Discretionary
  Trustee
	
  74

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Directed
  Trustee
	
  74

	
   
	
   
	
   
	
   

	
  12.3
	
  Trustee’s Responsibilities Regarding
  Administration of Trust
	
  74

	
   
	
   
	
   

	
  12.4
	
  Trustee’s Responsibility Regarding
  Investment of Plan Assets
	
  75

	
   
	
   
	
   

	
  12.5
	
  More than One Person as Trustee
	
  76

	
   
	
   
	
   

	
  12.6
	
  Annual Valuation
	
  76

	
   
	
   
	
   

	
  12.7
	
  Reporting to Plan Administrator and
  Employer
	
  76

	
   
	
   
	
   

	
  12.8
	
  Reasonable Compensation
	
  76



vii










	
  12.9

  	
  Resignation and Removal of Trustee

  	
  77

  
	
   
	
   
	
   

	
  12.10
	
  Indemnification of Trustee
	
  77

	
   
	
   
	
   

	
  12.11
	
  Appointment of Custodian
	
  77

	
   
	
   
	
   

	
  ARTICLE 13

  PLAN ACCOUNTING AND INVESTMENTS

	
   

	
  13.1
	
  Participant Accounts
	
  78

	
   
	
   
	
   

	
  13.2
	
  Value of Participant Accounts
	
  78

	
   
	
   
	
   

	
   
	
  (a)
	
  Periodic
  valuation
	
  78

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Daily
  valuation
	
  78

	
   
	
   
	
   
	
   

	
  13.3
	
  Adjustments to Participant Accounts
	
  78

	
   
	
   
	
   

	
   
	
  (a)
	
  Distributions
  and forfeitures from a Participant’s Account
	
  78

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Life
  insurance premiums and dividends
	
  78

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Contributions
  and forfeitures allocated to a Participant’s Account
	
  78

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Net income
  or loss
	
  78

	
   
	
   
	
   
	
   

	
  13.4
	
  Procedures for Determining Net Income or
  Loss
	
  78

	
   
	
   
	
   

	
   
	
  (a)
	
  Net income
  or loss attributable to General Trust Account
	
  78

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Net income
  or loss attributable to a Directed Account
	
  79

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Share or
  unit accounting
	
  79

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Suspense
  accounts
	
  79

	
   
	
   
	
   
	
   

	
  13.5
	
  Investments under the Plan
	
  80

	
   
	
   
	
   

	
   
	
  (a)
	
  Investment
  options
	
  80

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Limitations
  on the investment in Qualifying Employer Securities and Qualifying Employer
  Real Property
	
  80

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Participant
  direction of investments
	
  81

	
   
	
   
	
   
	
   

	
  ARTICLE 14

  PARTICIPANT LOANS

	
   

	
  14.1
	
  Default Loan Policy
	
  83

	
   
	
   
	
   

	
  14.2
	
  Administration of Loan Program
	
  83

	
   
	
   
	
   

	
  14.3
	
  Availability of Participant Loans
	
  83

	
   
	
   
	
   

	
  14.4
	
  Reasonable Interest Rate
	
  83

	
   
	
   
	
   

	
  14.5
	
  Adequate Security
	
  83

	
   
	
   
	
   

	
  14.6
	
  Periodic Repayment
	
  84

	
   
	
   
	
   

	
   
	
  (a)
	
  Unpaid
  leave of absence
	
  84

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Military
  leave
	
  84

	
   
	
   
	
   
	
   

	
  14.7
	
  Loan Limitations
	
  84

	
   
	
   
	
   

	
  14.8
	
  Segregated Investment
	
  85

	
   
	
   
	
   

	
  14.9
	
  Spousal Consent
	
  85

	
   
	
   
	
   

	
  14.10
	
  Procedures for Loan Default
	
  85

	
   
	
   
	
   

	
  14.11
	
  Termination of Employment
	
  86

	
   
	
   
	
   

	
   
	
  (a)
	
  Offset of
  outstanding loan
	
  86

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Direct
  Rollover
	
  86

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Modified loan
  policy
	
  86



viii










	
  ARTICLE 15

  INVESTMENT IN LIFE INSURANCE

  
	
   

	
  15.1

  	
  Investment in Life Insurance

  	
  87

  
	
   
	
   
	
   

	
  15.2
	
  Incidental Life Insurance Rules
	
  87

	
   
	
   
	
   

	
   
	
  (a)
	
  Ordinary
  life insurance policies
	
  87

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Life
  insurance policies other than ordinary life
	
  87

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Combination
  of ordinary and other life insurance policies
	
  87

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Exception
  for certain profit sharing and 401(k) plans
	
  87

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Exception
  for Employee After-Tax Contributions and Rollover Contributions
	
  87

	
   
	
   
	
   
	
   

	
  15.3
	
  Ownership of Life Insurance Policies
	
  87

	
   
	
   
	
   

	
  15.4
	
  Evidence of Insurability
	
  87

	
   
	
   
	
   

	
  15.5
	
  Distribution of Insurance Policies
	
  87

	
   
	
   
	
   

	
  15.6
	
  Discontinuance of Insurance Policies
	
  88

	
   
	
   
	
   

	
  15.7
	
  Protection of Insurer
	
  88

	
   
	
   
	
   

	
  15.8
	
  No Responsibility for Act of Insurer
	
  88

	
   
	
   
	
   

	
  ARTICLE 16

  TOP-HEAVY PLAN REQUIREMENTS

	
   

	
  16.1
	
  In General
	
  89

	
   
	
   
	
   

	
  16.2
	
  Top-Heavy Plan Consequences
	
  89

	
   
	
   
	
   

	
   
	
  (a)
	
  Minimum
  allocation for Non-Key Employees
	
  89

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Special
  Top-Heavy Vesting Rules
	
  91

	
   
	
   
	
   
	
   

	
  16.3
	
  Top-Heavy Definitions
	
  91

	
   
	
   
	
   

	
   
	
  (a)
	
  Determination
  Date
	
  91

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Determination
  Period
	
  91

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Key
  Employee
	
  91

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Permissive
  Aggregation Group
	
  91

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Present
  Value
	
  91

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Required
  Aggregation Group
	
  92

	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  Top-Heavy
  Plan
	
  92

	
   
	
   
	
   
	
   

	
   
	
  (h)
	
  Top-Heavy
  Ratio
	
  92

	
   
	
   
	
   
	
   

	
   
	
  (i)
	
  Total
  Compensation
	
  93

	
   
	
   
	
   
	
   

	
   
	
  (j)
	
  Valuation
  Date
	
  93

	
   
	
   
	
   
	
   

	
  ARTICLE 17

  401(k) PLAN PROVISIONS

	
   

	
  17.1
	
  Limitation on the Amount of Section 401(k)
  Deferrals
	
  94

	
   
	
   
	
   
	
   

	
   
	
  (a)
	
  In general
	
  94

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Maximum
  deferral limitation
	
  94

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Correction
  of Code §402(g) violation
	
  94

	
   
	
   
	
   
	
   

	
  17.2
	
  Nondiscrimination Testing of Section 401(k)
  Deferrals – ADP Test
	
  95

	
   
	
   
	
   

	
   
	
  (a)
	
  ADP Test
  testing methods
	
  95

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Special
  rule for first Plan Year
	
  96

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Use of
  QMACs and QNECs under the ADP Test
	
  96



ix










	
   
	
  (d)
	
  Correction
  of Excess Contributions
	
  96

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Adjustment
  of deferral rate for Highly Compensated Employees
	
  98

	
   
	
   
	
   
	
   

	
  17.3
	
  Nondiscrimination Testing of Employer
  Matching Contributions and Employee After-Tax Contributions – ACP Test
	
  98

	
   
	
   
	
   

	
   
	
  (a)
	
  ACP Test
  testing methods
	
  98

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Special
  rule for first Plan Year
	
  99

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Use of
  Section 401(k) Deferrals and QNECs under the ACP Test
	
  99

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Correction
  of Excess Aggregate Contributions
	
  99

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Adjustment
  of contribution rate for Highly Compensated Employees
	
  101

	
   
	
   
	
   
	
   

	
  17.4
	
  Multiple Use Test
	
  101

	
   
	
   
	
   

	
   
	
  (a)
	
  Aggregate
  Limit
	
  101

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Correction
  of the Multiple Use Test
	
  101

	
   
	
   
	
   
	
   

	
  17.5
	
  Special Testing Rules
	
  102

	
   
	
   
	
   

	
   
	
  (a)
	
  Special
  rule for determining ADP and ACP of Highly Compensated Employee Group
	
  102

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Aggregation
  of plans
	
  102

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Disaggregation
  of plans
	
  102

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Special
  rules for the Prior Year Testing Method
	
  103

	
   
	
   
	
   
	
   

	
  17.6
	
  Safe Harbor 401(k) Plan Provisions
	
  103

	
   
	
   
	
   

	
   
	
  (a)
	
  Safe harbor
  conditions
	
  103

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Deemed
  compliance with ADP Test
	
  107

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Deemed
  compliance with ACP Test
	
  107

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Rules for
  applying the ACP Test
	
  108

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Aggregated
  plans
	
  108

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  First year
  of plan
	
  108

	
   
	
   
	
   
	
   

	
  17.7
	
  Definitions
	
  108

	
   
	
   
	
   

	
   
	
  (a)
	
  ACP -
  Average Contribution Percentage
	
  108

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  ADP -
  Average Deferral Percentage
	
  108

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Excess
  Aggregate Contributions
	
  108

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Excess
  Contributions
	
  109

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Highly
  Compensated Employee Group
	
  109

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Nonhighly
  Compensated Employee Group
	
  109

	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  QMACs –
  Qualified Matching Contribution
	
  109

	
   
	
   
	
   
	
   

	
   
	
  (h)
	
  QNECs –
  Qualified Nonelective Contributions
	
  109

	
   
	
   
	
   
	
   

	
   
	
  (i)
	
  Testing
  Compensation
	
  109

	
   
	
   
	
   
	
   

	
  ARTICLE 18

  PLAN AMENDMENTS AND TERMINATION

	
   

	
  18.1
	
  Plan Amendments
	
  110

	
   
	
   
	
   
	
   

	
   
	
  (a)
	
  Amendment
  by the Prototype Sponsor
	
  110

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Amendment
  by the Employer
	
  110

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Protected
  Benefits
	
  111

	
   
	
   
	
   
	
   

	
  18.2
	
  Plan Termination
	
  111

	
   
	
   
	
   

	
   
	
  (a)
	
  Full and
  immediate vesting
	
  111

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Distribution
  procedures
	
  111



x










	
   
	
  (c) 
	
  Termination
  upon merger, liquidation or dissolution of the Employer
	
  112

	
   
	
   
	
   
	
   

	
  18.3
	
  Merger or Consolidation
	
  112

	
   
	
   
	
   

	
  ARTICLE 19

  MISCELLANEOUS

	
   

	
  19.1
	
  Exclusive Benefit
	
  113

	
   
	
   
	
   

	
  19.2
	
  Return of Employer Contributions
	
  113

	
   
	
   
	
   

	
   
	
  (a) 
	
  Mistake of
  fact
	
  113

	
   
	
   
	
   
	
   

	
   
	
  (b) 
	
  Disallowance
  of deduction
	
  113

	
   
	
   
	
   
	
   

	
   
	
  (c) 
	
  Failure to
  initially qualify
	
  113

	
   
	
   
	
   
	
   

	
  19.3
	
  Alienation or Assignment
	
  113

	
   
	
   
	
   

	
  19.4
	
  Participants’ Rights
	
  113

	
   
	
   
	
   

	
  19.5
	
  Military Service
	
  113

	
   
	
   
	
   

	
  19.6
	
  Paired Plans
	
  113

	
   
	
   
	
   

	
  19.7
	
  Annuity Contract
	
  114

	
   
	
   
	
   

	
  19.8
	
  Use of IRS compliance programs
	
  114

	
   
	
   
	
   

	
  19.9
	
  Loss of Prototype Status
	
  114

	
   
	
   
	
   

	
  19.10
	
  Governing Law
	
  114

	
   
	
   
	
   

	
  19.11
	
  Waiver of Notice
	
  114

	
   
	
   
	
   

	
  19.12
	
  Use of Electronic Media
	
  114

	
   
	
   
	
   

	
  19.13
	
  Severability of Provisions
	
  114

	
   
	
   
	
   

	
  19.14
	
  Binding Effect
	
  114

	
   
	
   
	
   

	
  ARTICLE 20

  GUST ELECTIONS AND EFFECTIVE DATES

	
   

	
  20.1
	
  GUST Effective Dates
	
  115

	
   
	
   
	
   

	
  20.2
	
  Highly Compensated Employee Definition
	
  115

	
   
	
   
	
   

	
   
	
  (a) 
	
  Top-Paid
  Group Test
	
  115

	
   
	
   
	
   
	
   

	
   
	
  (b) 
	
  Calendar
  Year Election
	
  115

	
   
	
   
	
   
	
   

	
   
	
  (c) 
	
  Old-Law
  Calendar Year Election
	
  115

	
   
	
   
	
   
	
   

	
  20.3
	
  Required Minimum Distributions
	
  116

	
   
	
   
	
   

	
  20.4
	
  $5,000 Involuntary Distribution Threshold
	
  116

	
   
	
   
	
   

	
  20.5
	
  Repeal of Family Aggregation for Allocation
  Purposes
	
  116

	
   
	
   
	
   

	
  20.6
	
  ADP/ACP Testing Methods
	
  116

	
   
	
   
	
   

	
  20.7
	
  Safe Harbor 401(k) Plan
	
  116

	
   
	
   
	
   

	
  ARTICLE 21

  PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)

	
   

	
  21.1
	
  Co-Sponsor Adoption Page
	
  117

	
   
	
   
	
   

	
  21.2
	
  Participation by Employees of Co-Sponsor
	
  117

	
   
	
   
	
   

	
  21.3
	
  Allocation of Contributions and Forfeitures
	
  117

	
   
	
   
	
   

	
  21.4
	
  Co-Sponsor No Longer a Related Employer
	
  117

	
   
	
   
	
   

	
   
	
  (a) 
	
  Manner of
  discontinuing participation
	
  117

	
   
	
   
	
   
	
   

	
   
	
  (b) 
	
  Multiple
  employer plan
	
  117

	
   
	
   
	
   
	
   

	
  21.5
	
  Special Rules for Standardized Agreements
	
  117



xi










	
   
	
  (a) 
	
  New Related
  Employer
	
  118

	
   
	
   
	
   
	
   

	
   
	
  (b) 
	
  Former
  Related Employer
	
  118

	
   
	
   
	
   
	
   

	
  ARTICLE 22

  PLAN DEFINITIONS

	
   

	
  22.1
	
  Account
	
  119

	
   
	
   
	
   

	
  22.2
	
  Account Balance
	
  119

	
   
	
   
	
   

	
  22.3
	
  Accrued Benefit
	
  119

	
   
	
   
	
   

	
  22.4
	
  ACP -- Average Contribution Percentage
	
  119

	
   
	
   
	
   

	
  22.5
	
  ACP Test -- Actual Contribution Percentage
  Test
	
  119

	
   
	
   
	
   

	
  22.6
	
  Actual Hours Crediting Method
	
  119

	
   
	
   
	
   

	
  22.7
	
  Adoption Agreement
	
  119

	
   
	
   
	
   

	
  22.8
	
  ADP -- Average Deferral Percentage
	
  119

	
   
	
   
	
   

	
  22.9
	
  ADP Test -- Actual Deferral Percentage Test
	
  119

	
   
	
   
	
   

	
  22.10
	
  Agreement
	
  119

	
   
	
   
	
   

	
  22.11
	
  Aggregate Limit
	
  119

	
   
	
   
	
   

	
  22.12
	
  Alternate Payee
	
  119

	
   
	
   
	
   

	
  22.13
	
  Anniversary Year Method
	
  119

	
   
	
   
	
   

	
  22.14
	
  Anniversary Years
	
  119

	
   
	
   
	
   

	
  22.15
	
  Annual Additions
	
  120

	
   
	
   
	
   

	
  22.16
	
  Annual Additions Limitation
	
  120

	
   
	
   
	
   

	
  22.17
	
  Annuity Starting Date
	
  120

	
   
	
   
	
   

	
  22.18
	
  Applicable Life Expectancy
	
  120

	
   
	
   
	
   

	
  22.19
	
  Applicable Percentage
	
  120

	
   
	
   
	
   

	
  22.20
	
  Average Compensation
	
  120

	
   
	
   
	
   

	
  22.21
	
  Averaging Period
	
  120

	
   
	
   
	
   

	
  22.22
	
  Balance Forward Method
	
  120

	
   
	
   
	
   

	
  22.23
	
  Basic Plan Document
	
  120

	
   
	
   
	
   

	
  22.24
	
  Beneficiary
	
  120

	
   
	
   
	
   

	
  22.25
	
  BPD
	
  120

	
   
	
   
	
   

	
  22.26
	
  Break-in-Service - Eligibility
	
  120

	
   
	
   
	
   

	
  22.27
	
  Break-in-Service - Vesting
	
  120

	
   
	
   
	
   

	
  22.28
	
  Calendar Year Election
	
  120

	
   
	
   
	
   

	
  22.29
	
  Cash-Out Distribution
	
  120

	
   
	
   
	
   

	
  22.30
	
  Code
	
  120

	
   
	
   
	
   

	
  22.31
	
  Code §415 Safe Harbor Compensation
	
  121

	
   
	
   
	
   

	
  22.32
	
  Compensation Dollar Limitation
	
  121

	
   
	
   
	
   

	
  22.33
	
  Co-Sponsor
	
  121

	
   
	
   
	
   

	
  22.34
	
  Co-Sponsor Adoption Page
	
  121

	
   
	
   
	
   

	
  22.35
	
  Covered Compensation
	
  121

	
   
	
   
	
   

	
  22.36
	
  Cumulative Disparity Limit
	
  121

	
   
	
   
	
   

	
  22.37
	
  Current Year Testing Method
	
  121

	
   
	
   
	
   

	
  22.38
	
  Custodian
	
  121

	
   
	
   
	
   

	
  22.39
	
  Davis-Bacon Act Service
	
  121



xii










	
  22.40

  	
  Davis-Bacon Contribution Formula

  	
  121

  
	
   
	
   
	
   

	
  22.41
	
  Defined Benefit Plan
	
  121

	
   
	
   
	
   

	
  22.42
	
  Defined Benefit Plan Fraction
	
  122

	
   
	
   
	
   

	
  22.43
	
  Defined Contribution Plan
	
  122

	
   
	
   
	
   

	
  22.44
	
  Defined Contribution Plan Dollar Limitation
	
  122

	
   
	
   
	
   

	
  22.45
	
  Defined Contribution Plan Fraction
	
  122

	
   
	
   
	
   

	
  22.46
	
  Designated Beneficiary
	
  122

	
   
	
   
	
   

	
  22.47
	
  Determination Date
	
  122

	
   
	
   
	
   

	
  22.48
	
  Determination Period
	
  122

	
   
	
   
	
   

	
  22.49
	
  Determination Year
	
  122

	
   
	
   
	
   

	
  22.50
	
  Directed Account
	
  122

	
   
	
   
	
   

	
  22.51
	
  Directed Trustee
	
  122

	
   
	
   
	
   

	
  22.52
	
  Direct Rollover
	
  122

	
   
	
   
	
   

	
  22.53
	
  Disabled
	
  122

	
   
	
   
	
   

	
  22.54
	
  Discretionary Trustee
	
  122

	
   
	
   
	
   

	
  22.55
	
  Distribution Calendar Year
	
  122

	
   
	
   
	
   

	
  22.56
	
  Distribution Commencement Date
	
  122

	
   
	
   
	
   

	
  22.57
	
  Early Retirement Age
	
  122

	
   
	
   
	
   

	
  22.58
	
  Earned Income
	
  122

	
   
	
   
	
   

	
  22.59
	
  Effective Date
	
  123

	
   
	
   
	
   

	
  22.60
	
  Elapsed Time Method
	
  123

	
   
	
   
	
   

	
  22.61
	
  Elective Deferrals
	
  123

	
   
	
   
	
   

	
  22.62
	
  Eligibility Computation Period
	
  123

	
   
	
   
	
   

	
  22.63
	
  Eligible Participant
	
  123

	
   
	
   
	
   

	
  22.64
	
  Eligible Rollover Distribution
	
  123

	
   
	
   
	
   

	
  22.65
	
  Eligible Retirement Plan
	
  123

	
   
	
   
	
   

	
  22.66
	
  Employee
	
  123

	
   
	
   
	
   

	
  22.67
	
  Employee After-Tax Contribution Account
	
  124

	
   
	
   
	
   

	
  22.68
	
  Employee After-Tax Contributions
	
  124

	
   
	
   
	
   

	
  22.69
	
  Employer
	
  124

	
   
	
   
	
   

	
  22.70
	
  Employer Contribution Account
	
  124

	
   
	
   
	
   

	
  22.71
	
  Employer Contributions
	
  124

	
   
	
   
	
   

	
  22.72
	
  Employer Matching Contribution Account
	
  124

	
   
	
   
	
   

	
  22.73
	
  Employer Matching Contributions
	
  124

	
   
	
   
	
   

	
  22.74
	
  Employer Nonelective Contributions
	
  124

	
   
	
   
	
   

	
  22.75
	
  Employment Commencement Date
	
  124

	
   
	
   
	
   

	
  22.76
	
  Employment Period
	
  124

	
   
	
   
	
   

	
  22.77
	
  Entry Date
	
  124

	
   
	
   
	
   

	
  22.78
	
  Equivalency Method
	
  124

	
   
	
   
	
   

	
  22.79
	
  ERISA
	
  124

	
   
	
   
	
   

	
  22.80
	
  Excess Aggregate Contributions
	
  124

	
   
	
   
	
   

	
  22.81
	
  Excess Amount
	
  124

	
   
	
   
	
   

	
  22.82
	
  Excess Compensation
	
  124

	
   
	
   
	
   

	
  22.83
	
  Excess Contributions
	
  125



xiii










	
  22.84

  	
  Excess Deferrals

  	
  125

  
	
   
	
   
	
   

	
  22.85
	
  Excluded Employee
	
  125

	
   
	
   
	
   

	
  22.86
	
  Fail-Safe Coverage Provision
	
  125

	
   
	
   
	
   

	
  22.87
	
  Favorable IRS Letter
	
  125

	
   
	
   
	
   

	
  22.88
	
  Five-Percent Owner
	
  125

	
   
	
   
	
   

	
  22.89
	
  Five-Year Forfeiture Break in Service
	
  125

	
   
	
   
	
   

	
  22.90
	
  Flat Benefit
	
  125

	
   
	
   
	
   

	
  22.91
	
  Flat Excess Benefit
	
  125

	
   
	
   
	
   

	
  22.92
	
  Flat Offset Benefit
	
  125

	
   
	
   
	
   

	
  22.93
	
  Former Related Employer
	
  125

	
   
	
   
	
   

	
  22.94
	
  Four-Step Formula
	
  125

	
   
	
   
	
   

	
  22.95
	
  General Trust Account
	
  125

	
   
	
   
	
   

	
  22.96
	
  GUST Legislation
	
  125

	
   
	
   
	
   

	
  22.97
	
  Hardship
	
  125

	
   
	
   
	
   

	
  22.98
	
  Highest Average Compensation
	
  125

	
   
	
   
	
   

	
  22.99
	
  Highly Compensated Employee
	
  125

	
   
	
   
	
   

	
   
	
  (a) 
	
  Definition
	
  125

	
   
	
   
	
   
	
   

	
   
	
  (b) 
	
  Other
  Definitions
	
  126

	
   
	
   
	
   
	
   

	
   
	
  (c) 
	
  Application
  of Highly Compensated Employee definition
	
  126

	
   
	
   
	
   
	
   

	
  22.100
	
  Highly Compensated Employee Group
	
  126

	
   
	
   
	
   

	
  22.101
	
  Hour of Service
	
  126

	
   
	
   
	
   

	
   
	
  (a) 
	
  Performance
  of duties
	
  126

	
   
	
   
	
   
	
   

	
   
	
  (b) 
	
  Nonperformance
  of duties
	
  126

	
   
	
   
	
   
	
   

	
   
	
  (c) 
	
  Back pay
  award
	
  127

	
   
	
   
	
   
	
   

	
   
	
  (d) 
	
  Related
  Employers/Leased Employees
	
  127

	
   
	
   
	
   
	
   

	
   
	
  (e) 
	
  Maternity/paternity
  leave
	
  127

	
   
	
   
	
   
	
   

	
  22.102
	
  Included Compensation
	
  127

	
   
	
   
	
   

	
  22.103
	
  Insurer
	
  128

	
   
	
   
	
   

	
  22.104
	
  Integrated Benefit Formula
	
  128

	
   
	
   
	
   

	
  22.105
	
  Integration Level
	
  128

	
   
	
   
	
   

	
  22.106
	
  Investment Manager
	
  128

	
   
	
   
	
   

	
  22.107
	
  Key Employee
	
  128

	
   
	
   
	
   

	
  22.108
	
  Leased Employee
	
  128

	
   
	
   
	
   

	
  22.109
	
  Life Expectancy
	
  128

	
   
	
   
	
   

	
  22.110
	
  Limitation Year
	
  128

	
   
	
   
	
   

	
  22.111
	
  Lookback Year
	
  128

	
   
	
   
	
   

	
  22.112
	
  Maximum Disparity Percentage
	
  128

	
   
	
   
	
   

	
  22.113
	
  Maximum Offset Percentage
	
  128

	
   
	
   
	
   

	
  22.114
	
  Maximum Permissible Amount
	
  128

	
   
	
   
	
   

	
  22.115
	
  Measuring Period
	
  128

	
   
	
   
	
   

	
  22.116
	
  Multiple Use Test
	
  128

	
   
	
   
	
   

	
  22.117
	
  Named Fiduciary
	
  128

	
   
	
   
	
   

	
  22.118
	
  Net Profits
	
  128

	
   
	
   
	
   

	
  22.119
	
  New Related Employer
	
  128



xiv










	
  22.120

  	
  Nonhighly Compensated Employee

  	
  129

  
	
   
	
   
	
   

	
  22.121
	
  Nonhighly Compensated Employee Group
	
  129

	
   
	
   
	
   

	
  22.122
	
  Nonintegrated Benefit Formula
	
  129

	
   
	
   
	
   

	
  22.123
	
  Non-Key Employee
	
  129

	
   
	
   
	
   

	
  22.124
	
  Nonresident Alien Employees
	
  129

	
   
	
   
	
   

	
  22.125
	
  Nonstandardized Agreement
	
  129

	
   
	
   
	
   

	
  22.126
	
  Normal Retirement Age
	
  129

	
   
	
   
	
   

	
  22.127
	
  Offset Compensation
	
  129

	
   
	
   
	
   

	
  22.128
	
  Offset Benefit Formula
	
  129

	
   
	
   
	
   

	
  22.129
	
  Old-Law Calendar Year Election
	
  129

	
   
	
   
	
   

	
  22.130
	
  Old-Law Required Beginning Date
	
  129

	
   
	
   
	
   

	
  22.131
	
  Owner-Employee
	
  129

	
   
	
   
	
   

	
  22.132
	
  Paired Plans
	
  129

	
   
	
   
	
   

	
  22.133
	
  Participant
	
  129

	
   
	
   
	
   

	
  22.134
	
  Period of Severance
	
  129

	
   
	
   
	
   

	
  22.135
	
  Permissive Aggregation Group
	
  129

	
   
	
   
	
   

	
  22.136
	
  Permitted Disparity Method
	
  129

	
   
	
   
	
   

	
  22.137
	
  Plan
	
  129

	
   
	
   
	
   

	
  22.138
	
  Plan Administrator
	
  130

	
   
	
   
	
   

	
  22.139
	
  Plan Year
	
  130

	
   
	
   
	
   

	
  22.140
	
  Pre-Age 35 Waiver
	
  130

	
   
	
   
	
   

	
  22.141
	
  Predecessor Employer
	
  130

	
   
	
   
	
   

	
  22.142
	
  Predecessor Plan
	
  130

	
   
	
   
	
   

	
  22.143
	
  Present Value
	
  130

	
   
	
   
	
   

	
  22.144
	
  Present Value Stated Benefit
	
  130

	
   
	
   
	
   

	
  22.145
	
  Prior Year Testing Method
	
  130

	
   
	
   
	
   

	
  22.146
	
  Pro Rata Allocation Method
	
  130

	
   
	
   
	
   

	
  22.147
	
  Projected Annual Benefit
	
  130

	
   
	
   
	
   

	
  22.148
	
  Protected Benefit
	
  130

	
   
	
   
	
   

	
  22.149
	
  Prototype Plan
	
  130

	
   
	
   
	
   

	
  22.150
	
  Prototype Sponsor
	
  130

	
   
	
   
	
   

	
  22.151
	
  QDRO -- Qualified Domestic Relations Order
	
  130

	
   
	
   
	
   

	
  22.152
	
  QJSA -- Qualified Joint and Survivor
  Annuity
	
  130

	
   
	
   
	
   

	
  22.153
	
  QMAC Account
	
  130

	
   
	
   
	
   

	
  22.154
	
  QMACs -- Qualified Matching Contributions
	
  130

	
   
	
   
	
   

	
  22.155
	
  QNEC Account
	
  131

	
   
	
   
	
   

	
  22.156
	
  QNECs -- Qualified Nonelective
  Contributions
	
  131

	
   
	
   
	
   

	
  22.157
	
  QPSA -- Qualified Preretirement Survivor
  Annuity
	
  131

	
   
	
   
	
   

	
  22.158
	
  QPSA Election Period
	
  131

	
   
	
   
	
   

	
  22.159
	
  Qualified Election
	
  131

	
   
	
   
	
   

	
  22.160
	
  Qualified Transfer
	
  131

	
   
	
   
	
   

	
  22.161
	
  Qualifying Employer Real Property
	
  131

	
   
	
   
	
   

	
  22.162
	
  Qualifying Employer Securities
	
  131

	
   
	
   
	
   

	
  22.163
	
  Reemployment Commencement Date
	
  131



xv










	
  22.164

  	
  Related Employer

  	
  131

  
	
   
	
   
	
   

	
  22.165
	
  Required Aggregation Group
	
  131

	
   
	
   
	
   

	
  22.166
	
  Required Beginning Date
	
  131

	
   
	
   
	
   

	
  22.167
	
  Reverse QNEC Method
	
  131

	
   
	
   
	
   

	
  22.168
	
  Rollover Contribution Account
	
  131

	
   
	
   
	
   

	
  22.169
	
  Rollover Contribution
	
  131

	
   
	
   
	
   

	
  22.170
	
  Rule of Parity Break in Service
	
  131

	
   
	
   
	
   

	
  22.171
	
  Safe Harbor 401(k) Plan
	
  131

	
   
	
   
	
   

	
  22.172
	
  Safe Harbor Contribution
	
  131

	
   
	
   
	
   

	
  22.173
	
  Safe Harbor Matching Contribution Account
	
  131

	
   
	
   
	
   

	
  22.174
	
  Safe Harbor Matching Contributions
	
  132

	
   
	
   
	
   

	
  22.175
	
  Safe Harbor Nonelective Contribution
  Account
	
  132

	
   
	
   
	
   

	
  22.176
	
  Safe Harbor Nonelective Contributions
	
  132

	
   
	
   
	
   

	
  22.177
	
  Salary Reduction Agreement
	
  132

	
   
	
   
	
   

	
  22.178
	
  Section 401(k) Deferral Account
	
  132

	
   
	
   
	
   

	
  22.179
	
  Section 401(k) Deferrals
	
  132

	
   
	
   
	
   

	
  22.180
	
  Self-Employed Individual
	
  132

	
   
	
   
	
   

	
  22.181
	
  Shareholder-Employee
	
  132

	
   
	
   
	
   

	
  22.182
	
  Shift-to-Plan-Year Method
	
  132

	
   
	
   
	
   

	
  22.183
	
  Short Plan Year
	
  132

	
   
	
   
	
   

	
  22.184
	
  Social Security Retirement Age
	
  132

	
   
	
   
	
   

	
  22.185
	
  Standardized Agreement
	
  132

	
   
	
   
	
   

	
  22.186
	
  Stated Benefit
	
  132

	
   
	
   
	
   

	
  22.187
	
  Straight Life Annuity
	
  132

	
   
	
   
	
   

	
  22.188
	
  Successor Plan
	
  133

	
   
	
   
	
   

	
  22.189
	
  Taxable Wage Base
	
  133

	
   
	
   
	
   

	
  22.190
	
  Testing Compensation
	
  133

	
   
	
   
	
   

	
  22.191
	
  Theoretical Reserve
	
  133

	
   
	
   
	
   

	
  22.192
	
  Three Percent Method
	
  133

	
   
	
   
	
   

	
  22.193
	
  Top-Paid Group
	
  133

	
   
	
   
	
   

	
  22.194
	
  Top-Paid Group Test
	
  133

	
   
	
   
	
   

	
  22.195
	
  Top-Heavy Plan
	
  133

	
   
	
   
	
   

	
  22.196
	
  Top-Heavy Ratio
	
  133

	
   
	
   
	
   

	
  22.197
	
  Total Compensation
	
  133

	
   
	
   
	
   

	
   
	
  (a) 
	
  W-2 Wages
	
  133

	
   
	
   
	
   
	
   

	
   
	
  (b) 
	
  Withholding
  Wages
	
  133

	
   
	
   
	
   
	
   

	
   
	
  (c) 
	
  Code §415
  Safe Harbor Compensation
	
  133

	
   
	
   
	
   
	
   

	
  22.198
	
  Transfer Account
	
  134

	
   
	
   
	
   

	
  22.199
	
  Trust
	
  134

	
   
	
   
	
   

	
  22.200
	
  Trustee
	
  134

	
   
	
   
	
   

	
  22.201
	
  Two-Step Formula
	
  134

	
   
	
   
	
   

	
  22.202
	
  Union Employee
	
  134

	
   
	
   
	
   

	
  22.203
	
  Unit Benefit
	
  134

	
   
	
   
	
   

	
  22.204
	
  Unit Excess Benefit
	
  134



xvi










	
  22.205

  	
  Unit Offset Benefit

  	
  134

  
	
   
	
   
	
   

	
  22.206
	
  Valuation Date
	
  134

	
   
	
   
	
   

	
  22.207
	
  Vesting Computation Period
	
  134

	
   
	
   
	
   

	
  22.208
	
  W-2 Wages
	
  135

	
   
	
   
	
   

	
  22.209
	
  Withholding Wages
	
  135

	
   
	
   
	
   

	
  22.210
	
  Year of Participation
	
  135

	
   
	
   
	
   

	
  22.211
	
  Year of Service
	
  135



xvii










ARTICLE 1 

PLAN ELIGIBILITY AND PARTICIPATION

This
Article contains the rules for determining when an Employee becomes eligible to
participate in the Plan. Part 1 and Part 2 of the Agreement contain specific
elections for applying these Plan eligibility and participation rules. Article
6 of this BPD and Part 7 of the Agreement contain special service crediting
elections to override the default provisions under this Article. 

	
  1.1
	
  Eligibility
  for Plan Participation. An Employee who satisfies the Plan’s
  minimum age and service conditions (as elected in Part 1, #5 of the
  Agreement) is eligible to participate in the Plan beginning on the Entry Date
  selected in Part 2 of the Agreement, unless he/she is specifically excluded
  from participation under Part 1, #4 of the Agreement. An Employee who has
  satisfied the Plan’s minimum age and service conditions and is employed on
  his/her Entry Date is referred to as an Eligible Participant. (See Section
  1.7 below for the rules regarding an Employee who terminates employment prior
  to his/her Entry Date.) An Employee who is excluded from participation under
  Part 1, #4 of the Agreement is referred to as an Excluded Employee. 

	
   
	
   

	
  1.2
	
  Excluded
  Employees. Unless specifically excluded under Part 1, #4 of the Agreement, all
  Employees of the Employer are entitled to participate under the Plan upon
  becoming an Eligible Participant. Any Employee who is excluded under Part 1,
  #4 of the Agreement may not participate under the Plan, unless such Excluded
  Employee subsequently becomes a member of an eligible class of Employees.
  (See Section 1.8(b) of this Article for rules regarding an Excluded
  Employee’s entry into the Plan if he/she subsequently becomes a member of an
  eligible class of Employees.)  

	
   
	
   

	
   
	
  The Employer may elect
  under Part 1, #4 of the 401(k) Agreement to exclude different groups of
  Employees for Section 401(k) Deferrals, Employer Matching Contributions, and
  Employer Nonelective Contributions. Unless provided otherwise under Part 1,
  #4.f. of the Nonstandardized 401(k) Agreement, for purposes of determining
  the Excluded Employees, any selection made with respect to Section 401(k)
  Deferrals also will apply to any Employee After-Tax Contributions and any
  Safe Harbor Contributions; any selections made with respect to Employer
  Matching Contributions also will apply to any Qualified Matching
  Contributions (QMACs); and any selections made with respect to Employer
  Nonelective Contributions also will apply to any Qualified Nonelective
  Contributions (QNECs).

	
   
	
   

	
   
	
  (a)
	
  Independent
  contractors. Any individual who is an independent contractor, or who performs
  services with the Employer under an agreement that identifies the individual
  as an independent contractor, is specifically excluded from the
  Nonstandardized Plan. In the event the Internal Revenue Service (IRS)
  retroactively reclassifies such an individual as an Employee, the
  reclassified Employee will become an Eligible Participant on the date the IRS
  issues a final determination regarding his/her employment status (or the
  individual’s Entry Date, if later), unless the individual is otherwise
  excluded from participation under Part 1, #4 of the Nonstandardized
  Agreement. For periods prior to the date of such final determination, the
  reclassified Employee will not have any rights to accrued benefits under the
  Plan, except as agreed to by the Employer and the IRS, or as set forth in an
  amendment adopted by the Employer. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Leased
  Employees. If an individual is a Leased Employee, such individual is treated as
  an Employee of the Employer and may participate under the Plan upon satisfying
  the Plan’s minimum age and service conditions, unless the Employer elects to
  exclude Leased Employees from participation under Part 1, #4.d. of the
  Nonstandardized Agreement. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Definition
  of Leased Employee.
  Effective for Plan Years beginning after December 31, 1996, a Leased
  Employee, as defined in Code §414(n), is an individual who performs services
  for the Employer on a substantially full time basis for a period of at least
  one year pursuant to an agreement between the Employer and a leasing organization,
  provided such services are performed under the primary direction or control
  of the recipient Employer. For Plan Years beginning before January 1, 1997,
  the definition of Leased Employee is as defined under Code §414(n), as in
  effect for such years. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Credit for
  benefits. If a
  Leased Employee receives contributions or benefits under a plan maintained by
  the leasing organization that are attributable to services performed for the
  Employer, such contributions or benefits shall be treated as provided by the
  Employer. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Safe
  harbor plan. A
  Leased Employee will not be considered an Employee of the Employer if such
  Leased Employee is covered by a money purchase plan of the leasing
  organization which provides: (i) a nonintegrated employer contribution of at
  least 10% of compensation, (ii) immediate participation, and (iii) full and
  immediate vesting. For this paragraph to apply, Leased Employees must not
  constitute more than 20% of the total Nonhighly Compensated Employees of the
  Employer. 



1










	
  1.3

  	
  Employees
  of Related Employers. Employees of the Employer that executes the
  Signature Page of the Agreement and Employees of any Related Employer that
  executes a Co-Sponsor Adoption Page under the Agreement are eligible to
  participate in this Plan. 

  
	
   
	
   

	
   
	
  (a)

  	
  Nonstandardized
  Agreement. In a Nonstandardized Agreement, a Related Employer is not required to
  execute a Co-Sponsor Adoption Page. However, Employees of a Related Employer
  that does not execute a Co-Sponsor Adoption Page are not eligible to
  participate in the Plan. 

  
	
   
	
   
	
   

	
   
	
  (b)

  	
  Standardized
  Agreement. In a Standardized Agreement, Employees of all Related Employers are
  eligible to participate under the Plan upon satisfying any required minimum
  age and/or service conditions (unless otherwise excluded under Part 1, #4 of
  the Agreement). All Related Employers (who have Employees who may be eligible
  under the Plan) must execute a Co-Sponsor Adoption Page under the Agreement,
  so the Employees of such Related Employers are eligible to become Participants
  in the Plan. (See Article 21 for applicable rules if a Related Employer does
  not sign the Co-Sponsor Adoption Page and the effect of an acquisition or
  disposition transaction that is described in Code §410(b)(6)(C).) 

  
	
   
	
   
	
   

	
  1.4

  	
  Minimum
  Age and Service Conditions. Part 1, #5 of the Agreement contains
  specific elections as to the minimum age and service conditions which an
  Employee must satisfy prior to becoming eligible to participate under the
  Plan. An Employee may be required to attain a specific age or to complete a
  certain amount of service with the Employer prior to commencing participation
  under the Plan. If no minimum age or service conditions apply to a particular
  contribution (i.e., the Employer elects “None” under Part 1, #5.a. of the Agreement),
  an Employee is treated as satisfying the Plan’s eligibility requirements on
  the individual’s Employment Commencement Date. 

  
	
   
	
   

	
   
	
  Different age and service
  conditions may be selected under Part 1, #5 of the 401(k) Agreement for
  Section 401(k) Deferrals, Employer Matching Contributions, and Employer
  Nonelective Contributions. For purposes of applying the eligibility
  conditions under Part 1, #5, any selection made with respect to Section
  401(k) Deferrals also will apply to any Employee After-Tax Contributions; any
  selections made with respect to Employer Matching Contributions also will
  apply to any Qualified Matching Contributions (QMACs); and any selections
  made with respect to Employer Nonelective Contributions also will apply to
  any Qualified Nonelective Contributions (QNECs), unless otherwise provided
  under Part 1, #5.f. of the Nonstandardized 401(k) Agreement. In addition, any
  eligibility conditions selected with respect to Section 401(k) Deferrals also
  will apply to any Safe Harbor Contributions designated under Part 4E of the
  401(k) Agreement, unless otherwise provided under Part 4E, #30.d. of the
  401(k) Agreement. If different conditions apply for different contributions,
  the rules in this Article for determining when an Employee is an Eligible Participant
  are applied separately with respect to each set of eligibility conditions.

  
	
   
	
   

	
   
	
  (a)
	
  Maximum
  permissible age and service conditions. Code §410(a) provides limits on the maximum
  permissible age and service conditions that may be required prior to Plan
  participation. The Employer may not require an Employee, as a condition of
  Plan participation, to attain an age older than age 21. The Employer also may
  not require an Employee to complete more than one Year of Service, unless the
  Employer elects full and immediate vesting under Part 6 of the Agreement, in
  which case the Employer may require an Employee to complete up to two Years
  of Service. (The Employer may not require an Employee to complete more than
  one Year of Service to be eligible to make Section 401(k) Deferrals under the
  401(k) Agreement.) 

	
   
	
   
	
   

	
   
	
  (b)
	
  Year of
  Service. Unless the Employer elects otherwise under Part 7, #23 of the
  Agreement [Part 7, #41 of the 401(k) Agreement], an Employee will earn one
  Year of Service for purposes of applying the eligibility rules under this
  Article if the Employee completes at least 1,000 Hours of Service with the
  Employer during an Eligibility Computation Period (as defined in subsection
  (c) below). An Employee will receive credit for a Year of Service, as of the
  end of the Eligibility Computation Period, if the Employee completes the
  required Hours of Service during such period, even if the Employee is not
  employed for the entire period. In calculating an Employee’s Hours of Service
  for purposes of applying the eligibility rules under this Article, the
  Employer will use the Actual Hours Crediting Method, unless elected otherwise
  under Part 7 of the Agreement. (See Article 6 of this BPD for a description
  of alternative service crediting methods.) 

	
   
	
   
	
   

	
   
	
  (c)
	
  Eligibility Computation Periods. For purposes of determining Years of
  Service under this Article, an Employee’s initial Eligibility Computation
  Period is the 12-month period beginning on the Employee’s Employment
  Commencement Date. If one Year of Service is required for eligibility, and
  the Employee is not credited with a Year of Service for the first Eligibility
  Computation Period, subsequent Eligibility Computation Periods are calculated
  under the Shift-to-Plan-Year Method, unless the Employer elects under Part 7,
  #24.a. of the Agreement [Part 7, #42.a. of the 401(k) Agreement] to use the
  Anniversary Year Method. If two Years of Service are required for
  eligibility, subsequent Eligibility Computation Periods are measured on the
  Anniversary Year Method, unless the Employer elects under Part 7, #24.b. of
  the Agreement [Part 7, #42.b. of the 401(k) Agreement] to use the
  Shift-to-Plan-Year Method. In the case of a 401(k) Agreement in which a two
  Years of Service eligibility condition is used for either Employer Matching
  Contributions or Employer Nonelective Contributions, the method used to
  determine Eligibility Computation Periods for the two Years of Service
  condition also will apply to any one Year of Service eligibility condition
  used with respect to any other contributions under the Plan. 



2










	
   
	
   
	
  (1)
	
  Shift-to-Plan-Year
  Method. Under the
  Shift-to-Plan-Year Method, after the initial Eligibility Computation Period,
  subsequent Eligibility Computation Periods are measured using the Plan Year.
  In applying the Shift-to-Plan-Year Method, the first Eligibility Computation
  Period following the shift to the Plan Year is the first Plan Year that
  commences after the Employee’s Employment Commencement Date. See Section 11.7
  for rules that apply if there is a short Plan Year.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Anniversary
  Year Method. Under
  the Anniversary Year Method, after the initial Eligibility Computation
  Period, each subsequent Eligibility Computation Period is the 12-month period
  commencing with the anniversary of the Employee’s Employment Commencement
  Date. 

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Application
  of eligibility rules. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  General
  rule – Effective Date.
  All Employees who have satisfied the conditions for being an Eligible
  Participant (and have reached their Entry Date (as determined under Part 2 of
  the Agreement)) as of the Effective Date of the Plan are eligible to
  participate in the Plan as of the Effective Date (provided the Employee is
  employed on such date and is not otherwise excluded from participation under
  Part 1, #4 of the Agreement). If an Employee has satisfied all the conditions
  for being an Eligible Participant as of the Effective Date of the Plan,
  except the Employee has not yet reached his/her Entry Date, the Employee will
  become an Eligible Participant on the appropriate Entry Date in accordance
  with this Article. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Dual
  eligibility provision.
  The Employer may modify the rule described in subsection (1) above by
  electing under Part 1, #6.a. of the Nonstandardized Agreement [Part 1, #6 of
  the Standardized Agreement] to treat all Employees employed on the Effective
  Date of the Plan as Eligible Participants as of such date. Alternatively, the
  Employer may elect under Part 1, #6.b. of the Nonstandardized Agreement to
  apply the dual eligibility provision as of a specified date. Any Employee
  employed as of a date designated under Part 1, #6 will be deemed to be an
  Eligible Participant as of the later of such date or the Effective Date of
  this Plan, whether or not the Employee has otherwise satisfied the
  eligibility conditions designated under Part 1, #5 and whether or not the
  Employee has otherwise reached his/her Entry Date (as designated under Part 2
  of the Agreement). Thus, all eligible Employees employed on the date
  designated under Part 1, #6 will commence participating under the Plan as of
  the appropriate date. 

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Amendment
  of age and service requirements. If the Plan’s minimum age and service
  conditions are amended, an Employee who is an Eligible Participant
  immediately prior to the effective date of the amendment is deemed to satisfy
  the amended requirements. This provision may be modified under the special
  Effective Date provisions under Appendix A of the Agreement. 

	
   
	
   
	
   

	
  1.5
	
  Entry
  Dates. Part 2 of the Agreement contains specific elections regarding the
  Entry Dates under the Plan. An 
  Employee’s Entry Date is the date as of which he/she is first
  considered an Eligible Participant. Depending on the elections in Part 2 of
  the Agreement, the Entry Date may be the exact date on which an Employee
  completes the Plan’s age and service conditions, or it might be some date
  that occurs before or after such conditions are satisfied. If an Employee is
  excluded from participation under Part 1, #4 of the Agreement, see the rules
  under Section 1.8 of this Article.

	
   
	
   

	
   
	
  The Employer may elect
  under Part 2 of the 401(k) Agreement to apply different Entry Dates for
  Section 401(k) Deferrals, Employer Matching Contributions, and Employer
  Nonelective Contributions. Unless provided otherwise in Part 2, #8.f. of the
  Nonstandardized 401(k) Agreement, the Entry Date chosen for Section 401(k)
  Deferrals also applies to any Employee After-Tax Contributions and to any
  Safe Harbor Contributions designated under Part 4E of the Agreement; the
  Entry Date chosen for Employer Matching Contributions also applies to any
  Qualified Matching Contributions (QMACs); and the Entry Date chosen for
  Employer Nonelective Contributions also applies to any Qualified Nonelective
  Contributions (QNECs).

	
   
	
   

	
   
	
  (a)
	
  Entry Date
  requirements. Except as provided under Section 1.4(d)(2) above, an Employee (other
  than an  Excluded Employee) commences
  participation under the Plan (i.e., becomes an Eligible Participant) as of
  the Entry Date selected in Part 2 of the Agreement, provided the individual
  is employed by the Employer on that Entry Date. (See Section 1.7 below for
  the rules applicable to Employees who are not employed on the Entry Date.) In
  no event may an Eligible Participant’s Entry Date be later than: (1) the
  first day of the Plan Year beginning after the date on which the Eligible
  Participant satisfies the maximum permissible minimum age and service
  conditions described in Section 1.4, or (2) six months after the date the
  Eligible Participant satisfies such age and service conditions.

	
   
	
   
	
   

	
   
	
  (b)
	
  Single
  annual Entry Date. If the Employer elects a single annual Entry Date under Part 2, #8 of
  the Agreement, the maximum permissible age and service conditions described
  in Section 1.4 above are reduced by one-half (1/2) year, unless: (1) the
  Employer elects under Part 2, #7.c. of the Agreement to use the Entry



3










	
   
	
   
	
  Date nearest the date the Employee satisfies
  the Plan’s minimum age and service conditions and the Entry Date is the first day of the Plan Year or
  (2) the Employer elects under Part 2, #7.d. of the Agreement to use the Entry
  Date preceding the date the
  Employee satisfies the Plan’s minimum age and service conditions.

	
   
	
   
	
   

	
  1.6
	
  Eligibility
  Break in Service Rules. For purposes of eligibility to participate,
  an Employee is credited with all Years of Service earned with the Employer,
  except as provided under the following Break in Service rules. In applying
  these Break in Service rules, Years of Service and Breaks in Service (as
  defined in Section 22.26) are measured on the same Eligibility Computation
  Period as defined in Section 1.4(c) above. 

	
   
	
   

	
   
	
  (a)
	
  Rule of
  Parity Break in Service. This Break in Service rule applies only to
  Participants who are totally nonvested (i.e., 0% vested) in their Employer
  Contribution Account and Employer Matching Contribution Account, as
  applicable. Under this Break in Service rule, if a nonvested Participant
  incurs a period of consecutive one-year Breaks in Service which equals or
  exceeds the greater of five (5) or the Participant’s aggregate number of
  Years of Service with the Employer, all service earned prior to the
  consecutive Break in Service period will be disregarded and the Participant
  will be treated as a new Employee for purposes of determining eligibility
  under the Plan. The Employer may elect under Part 7, #27 of the Agreement
  [Part 7, #45 of the 401(k) Agreement] not to apply the Rule of Parity Break
  in Service rule. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Previous
  application of the Rule of Parity Break in Service rule. In determining a Participant’s aggregate
  Years of Service for purposes of applying the Rule of Parity Break in
  Service, any Years of Service otherwise disregarded under a previous
  application of this rule are disregarded. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Application
  to the 401(k) Agreement. The Rule of Parity Break in Service rule applies only to determine
  the individual’s right to resume as an Eligible Participant with respect to
  his/her Employer Contribution Account and/or Employer Matching Contribution
  Account. In determining whether a Participant is totally nonvested for
  purposes of applying the Rule of Parity Break in Service rule, the
  Participant’s Section 401(k) Deferral Account, Employee After-Tax
  Contribution Account, QMAC Account, QNEC Account, Safe Harbor Nonelective
  Contribution Account, Safe Harbor Matching Contribution Account, and Rollover
  Contribution Account are disregarded. 

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  One-year
  Break in Service rule for Plans using a two Years of Service eligibility
  condition. If the Employer elects to use the two Years of Service eligibility
  condition under Part 1, #5.e. of the Agreement, any Employee who incurs a
  one-year Break in Service before satisfying the two Years of Service
  eligibility condition will not be credited with service earned before such
  one-year Break in Service. 

	
   
	
   
	
   

	
   
	
  (c)
	
  One-year
  holdout Break in Service rule. The one-year holdout Break in Service rule
  will not apply unless the Employer specifically elects in Part 7, #27.b. of
  the Nonstandardized Agreement [Part 7, #45.b. of the Nonstandardized 401(k)
  Agreement] to have it apply. If the one-year holdout Break in Service rule is
  elected, an Employee who has a one-year Break in Service will not be credited
  for eligibility purposes with any Years of Service earned before such
  one-year Break in Service until the Employee has completed a Year of Service
  after the one-year Break in Service. (The one-year holdout Break in Service
  rule does not apply under the Standardized Agreements.) 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Operating
  rules. An Employee
  who is precluded from receiving Employer Contributions (other than Section
  401(k) Deferrals) as a result of the one-year holdout Break in Service rule,
  and who completes a Year of Service following the Break in Service, is
  reinstated as an Eligible Participant as of the first day of the 12-month
  measuring period (determined under subsection (2) or (3) below) during which
  the Employee completes the Year of Service. Unless otherwise selected under
  Part 7, #45.b.(1)(b) of the Nonstandardized 401(k) Agreement, the one-year
  holdout Break in Service rule does not apply to preclude an otherwise
  Eligible Participant from making Section 401(k) Deferrals to the Plan. If the
  Employer elects under Part 7, #45.b.(1)(b) of the Nonstandardized 401(k)
  Agreement to have the one-year holdout Break in Service rule apply to Section
  401(k) Deferrals, an Employee who is precluded from making Section 401(k)
  Deferrals as a result of this Break in Service rule is re-eligible to make
  Section 401(k) Deferrals immediately upon completing 1,000 Hours of Service
  with the Employer during a subsequent measuring period (as determined under
  subsection (2) or (3) below). No corrective action need be taken by the
  Employer as a result of the failure to retroactively permit the Employee to
  make Section 401(k) Deferrals. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Plans
  using the Shift-to-Plan-Year Method. If the Plan uses the Shift-to-Plan-Year Method (as defined in Section
  1.4(c)(1)) for measuring Years of Service, the period for determining whether
  an Employee completes a Year of Service following the one-year Break in
  Service is the 12-month period commencing on the Employee’s Reemployment Commencement
  Date and, if necessary, subsequent Plan Years beginning with the Plan Year
  which includes the first anniversary of the Employee’s Reemployment
  Commencement Date. 



4










	
   
	
   
	
  (3)
	
  Plans
  using Anniversary Year Method. If the Plan uses the Anniversary Year Method (as defined in Section
  1.4(c)(2)) for measuring Years of Service, the period for determining whether
  an Employee completes a Year of Service following the one-year Break in
  Service is the 12-month period which commences on the Employee’s Reemployment
  Commencement Date and, if necessary, subsequent 12-month periods beginning on
  anniversaries of the Employee’s Reemployment Commencement Date. 

	
   
	
   
	
   
	
   

	
  1.7
	
  Eligibility
  upon Reemployment. Subject to the Break in Service rules under Section 1.6, a former Employee
  is reinstated as an Eligible Participant immediately upon rehire if the
  Employee had satisfied the Plan’s minimum age and service conditions prior to
  termination of employment, regardless of whether the Employee was actually
  employed on his/her Entry Date, unless the Employee is an Excluded Employee
  upon his/her return to employment. This requirement is deemed satisfied if a
  rehired Employee is permitted to commence making Section 401(k) Deferrals as
  of the beginning of the first payroll period commencing after the Employee’s
  Reemployment Commencement Date. 

	
   
	
   

	
   
	
  If an Employee is
  reemployed prior to his/her Entry Date, the Employee does not become an
  Eligible Participant under the Plan until such Entry Date. A rehired Employee
  who had not satisfied the Plan’s minimum age and service conditions prior to
  termination of employment is eligible to participate in the Plan on the
  appropriate Entry Date following satisfaction of the eligibility requirements
  under this Article.

	
   
	
   

	
  1.8
	
  Operating
  Rules for Employees Excluded by Class.  

	
   
	
   

	
   
	
  (a)
	
  Eligible
  Participant becomes part of an excluded class of Employees. If an Eligible
  Participant becomes part of an excluded class of Employees, his/her status as
  an Eligible Participant ceases immediately. As provided in subsection (b)
  below, such Employee’s status as an Eligible Participant will resume
  immediately upon his/her returning to an eligible class of Employees,
  regardless of whether such date is a normal Entry Date under the Plan,
  subject to the application of any Break in Service rules under Section 1.6
  and the special rule for Section 401(k) Deferrals under subsection (b) below.
  

	
   
	
   
	
   

	
   
	
  (b)
	
  Excluded
  Employee becomes part of an eligible class of Employee. If an Excluded Employee
  becomes part of an eligible class of Employees, the following rules apply. If
  the Entry Date that otherwise would have applied to such Employee following
  his/her completion of the Plan’s minimum age and service conditions has
  already passed, then the Employee becomes an Eligible Participant on the date
  he/she becomes part of the eligible class of Employees, regardless of whether
  such date is a normal Entry Date under the Plan. This requirement is deemed
  satisfied if the Employee is permitted to commence making Section 401(k)
  Deferrals as of the beginning of the first payroll period commencing after
  the Employee becomes part of an eligible class of Employees. If the Entry
  Date that would have applied to such Employee has not passed, then the
  Employee becomes an Eligible Participant on such Entry Date. If the Employee
  has not satisfied the Plan’s minimum age and service conditions, the Employee
  will become an Eligible Participant on the appropriate Entry Date following
  satisfaction of the eligibility requirements under this Article. 

	
   
	
   
	
   

	
  1.9
	
  Relationship
  to Accrual of Benefits. An Eligible Participant is entitled to
  accrue benefits in the Plan but will not necessarily do so in every Plan Year
  that he/she is an Eligible Participant. Whether an Eligible Participant’s
  Account receives an allocation of Employer Contributions depends on the
  requirements set forth in Part 4 of the Agreement. If an Employee is an
  Eligible Participant for purposes of making Section 401(k) Deferrals under
  the 401(k) Agreement, such Employee is treated as an Eligible Participant
  under the Plan regardless of whether he/she actually elects to make Section
  401(k) Deferrals. 

	
   
	
   

	
  1.10
	
  Waiver of
  Participation. Unless the Employer elects otherwise under Part 13, #57 of the
  Nonstandardized Agreement [Part 13, #75 of the Nonstandardized 401(k)
  Agreement], an Eligible Participant may not waive participation under the
  Plan. For this purpose, a failure to make Section 401(k) Deferrals or
  Employee After-Tax Contributions under a 401(k) plan is not a waiver of
  participation. The Employer may elect under Part 13, #57 of the
  Nonstandardized Agreement [Part 13, #75 of the Nonstandardized 401(k)
  Agreement] to permit Employees to make a one-time irrevocable election to not
  participate under the Plan. Such election must be made upon inception of the
  Plan or at any time prior to the time the Employee first becomes eligible to
  participate under any plan maintained by the Employer. An Employee who makes
  a one-time irrevocable election not to participate may not subsequently elect
  to participate under the Plan. An Employee may not waive participation under
  a Standardized Agreement.

	
   
	
   

	
   
	
  An Employee who elects not
  to participate under this Section 1.10 is treated as a nonbenefiting Employee
  for purposes of the minimum coverage requirements under Code §410(b).
  However, an Employee who makes a one-time irrevocable election not to
  participate, as described in the preceding paragraph, is not an Eligible
  Participant for purposes of applying the ADP Test or ACP Test under the
  401(k) Agreement. See Section 17.7(e) and (f). A waiver of participation must
  be filed in the manner, time and on the form required by the Plan
  Administrator.



5










	
  ARTICLE 2 

  EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

  
	
   

	
  This Article describes how
  Employer Contributions are made to and allocated under the Plan. The type of
  Employer Contributions that may be made under the Plan and the method for
  allocating such contributions will depend on the type of Plan involved.
  Section 2.2 of this BPD provides specific rules regarding contributions and
  allocations under a profit sharing plan; Section 2.3 provides the rules for a
  401(k) plan; Section 2.4 provides the rules for a money purchase plan; and
  Section 2.5 provides the rules for a target benefit plan. Part 4 of the
  Agreement contains the elective provisions for the Employer to specify the
  amount and type of Employer Contributions it will make under the Plan and to
  designate any limits on the amount it will contribute to the Plan each year.
  Employee After-Tax Contributions, Rollover Contributions and transfers to the
  Plan are discussed in Article 3 and the allocation of forfeitures is
  discussed in Article 5. Part 3 of the Agreement contains elective provisions
  for determining an Employee’s Included Compensation for allocation purposes.

  
	
   

	
  2.1
	
  Amount of Employer Contributions. The Employer shall make Employer
  Contributions to the Trust as determined under the contribution formula
  elected in Part 4 of the Agreement. If this Plan is a 401(k) plan, Employer
  Contributions include Section 401(k) Deferrals, Employer Nonelective
  Contributions, Employer Matching Contributions, QNECs, QMACs, and Safe Harbor
  Contributions, to the extent such contributions are elected under the 401(k)
  Agreement. The Employer has the responsibility for determining the amount and
  timing of Employer Contributions under the terms of the Plan. 

	
   
	
   

	
   
	
  (a)
	
  Limitation
  on Employer Contributions. Employer Contributions are subject to the
  Annual Additions Limitation described in Article 7 of this BPD. If
  allocations to a Participant exceed (or will exceed) such limitation, the
  excess will be corrected in accordance with the rules under Article 7. In
  addition, the Employer must comply with the special contribution and
  allocation rules for Top-Heavy Plans under Article 16.

	
   
	
   
	
   

	
   
	
  (b)
	
  Limitation on Included Compensation. For purposes of determining a Participant’s
  allocation of Employer Contributions under this Article, the Included
  Compensation taken into account for any Participant for a Plan Year may not
  exceed the Compensation Dollar Limitation under Section 22.32. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Contribution
  of property. Subject to the consent of the Trustee, the Employer may make its
  contribution to the Plan in the form of property, provided such contribution
  does not constitute a prohibited transaction under the Code or ERISA. The
  decision to make a contribution of property is subject to the general
  fiduciary rules under ERISA. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Frozen
  Plan.
  The Employer may designate under Part 4, #12 of the Agreement [#3 of the
  401(k) Agreement] that the Plan is a frozen Plan. As a frozen Plan, the
  Employer will not make any Employer Contributions with respect to Included
  Compensation earned after the date identified in the Agreement, and if the
  Plan is a 401(k) Plan, no Participant will be permitted to make Section 401(k)
  Deferrals or Employee After-Tax Contributions to the Plan for any period
  following the effective date identified in the Agreement. 

	
   
	
   
	
   

	
  2.2
	
  Profit
  Sharing Plan Contribution and Allocations. This Section 2.2 sets forth rules for
  determining the amount of any Employer Contributions under the profit sharing
  plan Agreement. This Section 2.2 also applies for purposes of determining any
  Employer Nonelective Contributions under the 401(k) plan Agreement. In
  applying this Section 2.2 to the 401(k) Agreement, the term Employer
  Contribution refers solely to Employer Nonelective Contributions. Any
  reference to the Agreement under this Section 2.2 is a reference to the
  profit sharing plan Agreement or 401(k) plan Agreement (as applicable). 

	
   
	
   

	
   
	
  (a)
	
  Amount of
  Employer Contribution. The Employer must designate under Part 4,
  #12 of the profit sharing plan Agreement the amount it will contribute as an
  Employer Contribution under the Plan. If the Employer adopts the 401(k) plan
  Agreement and elects to make Employer Nonelective Contributions under Part 4C
  of the Agreement, the Employer must complete Part 4C, #20 of the Agreement,
  unless the only Employer Nonelective Contribution authorized under the Plan
  is a QNEC under Part 4C, #22. An Employer Contribution authorized under this
  Section may be totally within the Employer’s discretion or may be a fixed
  amount determined as a uniform percentage of each Eligible Participant’s
  Included Compensation or as a fixed dollar amount for each Eligible
  Participant. An Employer Contribution under this Section will be allocated to
  the Eligible Participants’ Employer Contribution Account in accordance with
  the allocation formula selected under Part 4, #13 of the Agreement [Part 4C,
  #21 of the 401(k) Agreement]. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Davis-Bacon
  Contribution Formula.
  The Employer may elect a Davis-Bacon Contribution Formula under Part 4,
  #12.d. of the Nonstandardized Agreement [Part 4C, #20.d. of the
  Nonstandardized 401(k) Agreement]. Under the Davis-Bacon Contribution
  Formula, the Employer will provide an Employer Contribution for each Eligible
  Participant who performs Davis-Bacon Act Service. For this purpose,
  Davis-Bacon Act Service is any service performed by an Employee under a
  public contract subject to the Davis-Bacon Act or to any other federal, state
  or municipal prevailing wage law. Each such Eligible Participant will receive
  a contribution based on the hourly 



6










	
   
	
   
	
   
	
  contribution rate for the
  Participant’s employment classification, as designated on Schedule A of the
  Agreement. Schedule A is incorporated as part of the Agreement.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  In applying the Davis-Bacon
  Contribution Formula under this subsection (1), the following default rules
  will apply. The Employer may modify these default rules under Part 4,
  #12.d.(2) of the Nonstandardized Agreement [Part 4C, #20.d.(2) of the
  Nonstandardized 401(k) Agreement].

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Eligible
  Employees. Highly
  Compensated Employees are Excluded Employees for purposes of receiving an
  Employer Contribution under the Davis-Bacon Contribution Formula. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Minimum
  age and service conditions. No minimum age or service conditions will apply for purposes of
  determining an Employee’s eligibility under the Davis-Bacon Contribution
  Formula. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  Entry
  Date. For purposes
  of applying the Davis-Bacon Contribution Formula, an Employee becomes an
  Eligible Participant on his/her Employment Commencement Date. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  Allocation
  conditions. No
  allocation conditions (as described in Section 2.6) will apply for purposes
  of determining an Eligible Participant’s allocation under the Davis-Bacon
  Contribution Formula. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (v)
	
  Vesting. Employer Contributions made pursuant to the
  Davis-Bacon Contribution Formula are always 100% vested.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (vi)
	
  Offset of
  other Employer Contributions. The contributions under the Davis Bacon Contribution Formula will not
  offset any other Employer Contributions under the Plan. However, the Employer
  may elect under Part 4, #12.d.(1) of the Nonstandardized Agreement [Part 4C,
  #20.d.(1) of the Nonstandardized 401(k) Agreement] to offset any other
  Employer Contributions made under the Plan by the contributions a Participant
  receives under the Davis-Bacon Contribution Formula. Under the
  Nonstandardized 401(k) plan Agreement, the Employer may elect under Part 4C,
  #20.d.(1) to apply the offset under this subsection to Employer Nonelective
  Contributions, Employer Matching Contributions, or both.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Net
  Profits. The
  Employer may elect under Part 4, #12 of the Agreement [Part 4B, #16 and Part
  4C, #20 of the 401(k) Agreement], to limit any Employer Contribution under
  the Plan to Net Profits. Unless modified in the Agreement, Net Profits means
  the Employer’s net income or profits determined in accordance with generally
  accepted accounting principles, without any reduction for taxes based upon
  income, or the contributions made by the Employer under this Plan or any
  other qualified plan. Unless specifically elected otherwise under Part 4,
  #12.e.(2) of the Nonstandardized Agreement [Part 4C, #20.e.(2) of the Nonstandardized
  401(k) Agreement], this limit will not apply to any Employer Contributions
  made under a Davis-Bacon Contribution Formula. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Multiple
  formulas. If the
  Employer elects more than one Employer Contribution formula, each formula is
  applied separately. The Employer’s aggregate Employer Contribution for a Plan
  Year will be the sum of the Employer Contributions under all such formulas. 

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Allocation
  formula for Employer Contributions. The Employer must elect a definite
  allocation formula under Part 4, #13 of the profit sharing plan Agreement
  that determines how much of the Employer Contribution is allocated to each
  Eligible Participant. If the Employer adopts the 401(k) plan Agreement and
  elects to make an Employer Nonelective Contribution (other than a QNEC) under
  Part 4C, #20 of the Agreement, Part 4C, #21 also must be completed
  designating the allocation formula under the Plan. An Eligible Participant is
  only entitled to an allocation if such Participant satisfies the allocation conditions
  described in Part 4, #15 of the Agreement [Part 4C, #24 of the 401(k)
  Agreement]. See Section 2.6. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Pro Rata
  Allocation Method.
  If the Employer elects the Pro Rata Allocation Method, a pro rata share of
  the Employer Contribution is allocated to each Eligible Participant’s
  Employer Contribution Account. A Participant’s pro rata share is determined
  based on the ratio such Participant’s Included Compensation bears to the
  total of all Eligible Participants’ Included Compensation. However, if the
  Employer elects under Part 4, #12.c. of the Agreement [Part 4C, #20.c. of the
  401(k) Agreement] to contribute a uniform dollar amount for each Eligible
  Participant, the pro rata allocation method allocates that uniform dollar
  amount to each Eligible Participant. If the Employer elects a Davis-Bacon
  Contribution Formula under Part 4, #12.d. of the Nonstandardized Agreement
  [Part 4C, #20.d. of the Nonstandardized 401(k) Agreement], the Employer
  Contributions made pursuant to such formula will be allocated to each
  Eligible 



7










	
   
	
   
	
   
	
  Participant based on
  his/her Davis-Bacon Act Service in accordance with the employment
  classifications identified under Schedule A of the Agreement.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Permitted
  Disparity Method. If
  the Employer elects the Permitted Disparity Method, the Employer Contribution
  is allocated to Eligible Participants under the Two-Step Formula or the
  Four-Step Formula (as elected under the Agreement). The Permitted Disparity
  Method only may apply if the Employer elects under the Agreement to make a
  discretionary contribution. The Employer may not elect the Permitted
  Disparity Method under the Plan if another qualified plan of the Employer,
  which covers any of the same Employees, uses permitted disparity in
  determining the allocation of contributions or the accrual of benefits under
  the plan.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  For purposes of applying
  the Permitted Disparity Method, Excess Compensation is the portion of an
  Eligible Participant’s Included Compensation that exceeds the Integration
  Level. The Integration Level is the Taxable Wage Base, unless the Employer
  designates a different amount under Part 4, #14.b.(2) of the Agreement [Part
  4C, #23.b.(2) of the 401(k) Agreement].

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Two-Step
  Formula. If the
  Employer elects the Two-Step Formula, the following allocation method
  applies. However, the Employer may elect under Part 4, #14.b.(1) of the
  Agreement [Part 4C, #23.b.(1) of the 401(k) Agreement] to have the Four-Step
  Method, as described in subsection (ii) below, automatically apply for any
  Plan Year in which the Plan is a Top-Heavy Plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  Step One. The Employer Contribution is allocated to
  each Eligible Participant’s Account in the ratio that each Eligible
  Participant’s Included Compensation plus Excess Compensation for the Plan
  Year bears to the total Included Compensation plus Excess Compensation of all
  Eligible Participants for the Plan Year. The allocation under this Step One,
  as a percentage of each Eligible Participant’s Included Compensation plus
  Excess Compensation, may not exceed the Applicable Percentage under the
  following table:

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  Integration Level

  (as a % of the Taxable Wage Base)
	
   
	
  Applicable

  Percentage

	
   
	
   
	
   
	
   
	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  100%
	
   
	
  5.7%

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  More
  than 80% but less than 100%
	
   
	
  5.4%

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  More
  than 20% and not more than 80%
	
   
	
  4.3%

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  20%
  or less
	
   
	
  5.7%

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  Step Two. Any Employer Contribution remaining after
  Step One will be allocated in the ratio that each Eligible Participant’s
  Included Compensation for the Plan Year bears to the total Included
  Compensation of all Eligible Participants for the Plan Year. 

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Four-Step
  Formula. If the
  Employer elects the Four-Step Formula, or if the Plan is a Top-Heavy Plan and
  the Employer elects under the Agreement to have the Four-Step Formula apply
  for any Plan Year that the Plan is a Top-Heavy Plan, the following allocation
  method applies. The allocation under this Four-Step Formula may be modified
  if the Employer maintains a Defined Benefit Plan and elects under Part 13,
  #54.b. of the Agreement [Part 13, #72.b. of the 401(k) Agreement] to provide
  a greater top-heavy minimum contribution. See Section 16.2(a)(5)(ii).

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  Step One. The Employer Contribution is allocated to
  each Eligible Participant’s Account in the ratio that each Eligible
  Participant’s Total Compensation for the Plan Year bears to all Eligible
  Participants’ Total Compensation for
  the Plan Year, but not in excess of 3% of each Eligible Participant’s Total
  Compensation. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  For any Plan Year for which
  the Plan is a Top-Heavy Plan, an allocation will be made under this
  subsection (A) to any Non-Key Employee who is an Eligible Participant (and is
  not an Excluded Employee) if such individual is employed as of the last day
  of the Plan Year, even if such individual fails to satisfy any minimum Hours
  of Service allocation condition under Part 4, #15 of the Agreement [Part 4C,
  #24 of the 401(k) Agreement]. If the Plan is a Top-Heavy 401(k) Plan, an
  allocation also will be made under this subsection (A) to any 



8










	
   
	
   
	
   
	
   
	
   
	
  Employee who is an Eligible
  Participant for purposes of making Section 401(k) Deferrals under the Plan,
  even if the individual has not satisfied the minimum age and service
  conditions under Part 1, #5 of the Agreement applicable to any other contribution
  types.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  Step Two. Any Employer Contribution remaining after
  the allocation in Step One will be allocated to each Eligible Participant’s
  Account in the ratio that each Eligible Participant’s Excess Compensation for
  the Plan Year bears to the Excess Compensation of all Eligible Participants
  for the Plan Year, but not in excess of 3% of each Eligible Participant’s
  Included Compensation. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (C)
	
  Step
  Three. Any Employer
  Contribution remaining after the allocation in Step Two will be allocated to
  each Eligible Participant’s Account in the ratio that the sum of each
  Eligible Participant’s Included Compensation and Excess Compensation bears to
  the sum of all Eligible Participants’ Included Compensation and Excess
  Compensation. The allocation under this Step Three, as a percentage of each
  Eligible Participant’s Included Compensation plus Excess Compensation, may
  not exceed the Applicable Percentage under the following table: 

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  Integration Level

  (as a % of the Taxable Wage Base)
	
   
	
  Applicable

  Percentage

	
   
	
   
	
   
	
   
	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  100%
	
   
	
  2.7%

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  More
  than 80% but less than 100%
	
   
	
  2.4%

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  More
  than 20% and not more than 80%
	
   
	
  1.3%

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  20%
  or less
	
   
	
  2.7%

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (D)
	
  Step Four. Any remaining Employer Contribution will be
  allocated to each Eligible Participant’s Account in the ratio that each
  Eligible Participant’s Included Compensation for the Plan Year bears to all
  Eligible Participants’ Included Compensation for that Plan Year. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Uniform
  points allocation.
  The Employer may elect under Part 4, #13.c. of the Nonstandardized Agreement
  [Part 4C, #21.c. of the Nonstandardized 401(k) Agreement] to allocate the
  Employer Contribution under a uniform points allocation formula. Under this
  formula, the allocation for each Eligible Participant is determined based on
  the Eligible Participant’s total points for the Plan Year, as determined
  under the Nonstandardized Agreement. An Eligible Participant’s allocation of
  the Employer Contribution is determined by multiplying the Employer
  Contribution by a fraction, the numerator of which is the Eligible
  Participant’s total points for the Plan Year and the denominator of which is
  the sum of the points for all Eligible Participants for the Plan Year.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  An Eligible Participant
  will receive points for each year(s) of age and/or each Year(s) of Service
  designated under Part 4, #13.c. of the Nonstandardized Agreement [Part 4C,
  #21.c. of the Nonstandardized 401(k) Agreement]. In addition, an Eligible
  Participant also may receive points based on his/her Included Compensation,
  if the Employer so elects under the Nonstandardized Agreement. Each Eligible
  Participant will receive the same number of points for each designated year
  of age and/or service and the same number of points for each designated level
  of Included Compensation. An Eligible Participant must receive points for
  either age or service, or may receive points for both age and service. If the
  Employer also provides points based on Included Compensation, an Eligible
  Participant will receive points for each level of Included Compensation
  designated under Part 4, #13.c.(3) of the Nonstandardized Agreement [Part 4C,
  #21.c.(3) of the Nonstandardized 401(k) Agreement]. For this purpose, the
  Employer may not designate a level of Included Compensation that exceeds
  $200.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  To satisfy the
  nondiscrimination safe harbor under Treas. Reg. §1.401(a)(4)-2, the average
  of the allocation rates for Highly Compensated Employees in the Plan must not
  exceed the average of the allocation rates for the Nonhighly Compensated
  Employees in the Plan. For this purpose, the average allocation rates are
  determined in accordance with Treas. Reg. §1.401(a)(4)-2(b)(3)(B).

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Special
  rules for determining Included Compensation.



9










	
   
	
   
	
  (1)
	
  Applicable
  period for determining Included Compensation. In determining an Eligible Participant’s
  allocation under Part 4, #13 of the Agreement [Part 4C, #21 of the 401(k)
  Agreement], the Participant’s Included Compensation is determined separately
  for each period designated under Part 4, #14.a.(1) of the Agreement [Part 4C,
  #23.a.(1) of the 401(k) Agreement]. If the Employer elects the Permitted
  Disparity Method under Part 4, #13.b. of the Agreement [Part 4C, #21.b. of
  the 401(k) Agreement], the period designated must be the Plan Year. If the
  Employer elects the Pro Rata Allocation Method or the uniform points
  allocation formula, and elects a period other than the Plan Year, a
  Participant’s allocation of Employer Contributions will be determined
  separately for each period based solely on Included Compensation for such
  period. The Employer need not actually make the Employer Contribution during
  the designated period, provided the total Employer Contribution for the Plan
  Year is allocated based on the proper Included Compensation.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Partial
  period of participation. If an Employee is an Eligible Participant for only part of a Plan
  Year, the Employer Contribution formula(s) will be applied based on such
  Employee’s Included Compensation for the period he/she is an Eligible
  Participant. However, the Employer may elect under Part 4, #14.a.(2) of the
  Agreement [Part 4C, #23.a.(2) of the 401(k) Agreement] to base the Employer
  Contribution formula(s) on the Employee’s Included Compensation for the
  entire Plan Year, including the portion of the Plan Year during which the
  Employee is not an Eligible Participant. In applying this subsection (2) to
  the 401(k) Agreement, an Employee’s status as an Eligible Participant is
  determined solely with respect to the Employer Nonelective Contribution under
  Part 4C of the Agreement.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Measurement
  period. Except as
  provided in subsection (2) above, for purposes of determining an Eligible
  Participant’s allocation of Employer Contributions, Included Compensation is
  measured on the Plan Year, unless the Employer elects under Part 4, #14.a.(3)
  of the Nonstandardized Agreement [Part 3, #11.b. of the Nonstandardized
  401(k) Agreement] to measure Included Compensation on the calendar year
  ending in the Plan Year or on the basis of any other 12-month period ending
  in the Plan Year. If the Employer elects to measure Included Compensation on
  the calendar year or other 12-month period ending in the Plan Year, the
  Included Compensation of any Employee whose Employment Commencement Date is
  less than 12 months before the end of such period must be measured on the
  Plan Year or such Employee’s period of participation, as determined under
  subsection (2) above. If the Employer adopts the Nonstandardized 401(k)
  Agreement, any election under Part 3, #11.b. of the Agreement applies for
  purposes of all contributions permitted under the Agreement.

	
   
	
   
	
   
	
   

	
  2.3
	
  401(k)
  Plan Contributions and Allocations. This Section 2.3 applies if the Employer
  has adopted the 401(k) plan Agreement. The 401(k) Agreement is a profit
  sharing plan with a 401(k) feature. Any reference to the Agreement under this
  Section 2.3 is a reference to the 401(k) Agreement. The Employer must
  designate under Part 4 of the Agreement the amount and type of Employer Contributions
  it will make under the Plan. Employer Contributions under a 401(k) plan are
  generally subject to special limits and nondiscrimination rules. (See Article
  17 for a discussion of the special rules that apply to the Employer
  Contributions under a 401(k) plan.) The Employer may make any (or all) of the
  following contributions under the 401(k) Agreement. 

	
   
	
   

	
   
	
  (a)
	
  Section
  401(k) Deferrals. If
  so elected under Part 4A of the Agreement, an Eligible Participant may enter
  into a Salary Reduction Agreement with the Employer authorizing the Employer
  to withhold a specific dollar amount or a specific percentage from the
  Participant’s Included Compensation and to deposit such amount into the
  Participant’s Section 401(k) Deferral Account under the Plan. An Eligible
  Participant may defer with respect to Included Compensation that exceeds the
  Compensation Dollar Limitation, provided the deferrals otherwise satisfy the
  limitations under Code §402(g) and any other limitations under the Plan. A
  Salary Reduction Agreement may only relate to Included Compensation that is
  not currently available at the time the Salary Reduction Agreement is
  completed. An Employer may elect under Part 4A, #15 of the Agreement to
  provide a special effective date solely for Section 401(k) Deferrals under
  the Plan. 

	
   
	
   
	
   

	
   
	
   
	
  An Employee’s Section
  401(k) Deferrals are treated as Employer Contributions for all purposes under
  this Plan, except as otherwise provided under the Code or Treasury
  regulations. If the Employer adopts the Nonstandardized 401(k) Agreement and
  does not elect to allow Section 401(k) Deferrals under Part 4A of the
  Agreement, the only contributions an Eligible Participant may make to the
  Plan are Employee After-Tax Contributions as authorized under Article 3 of
  this BPD and Part 4D of the Nonstandardized Agreement. In either case, an
  Eligible Participant may also receive Employer Nonelective Contributions
  and/or Employer Matching Contributions under the Plan, to the extent
  authorized under the Agreement. (The Employee may not make Employee After-Tax
  Contributions under the Standardized 401(k) Agreement.)

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Change in
  deferral election.
  At least once a year, an Eligible Participant may enter into a new Salary
  Reduction Agreement, or may change his/her elections under an existing Salary
  Reduction Agreement, at the time and in the manner prescribed by the Plan
  Administrator on the Salary 



10










	
   
	
   
	
   
	
  Reduction Agreement form
  (or other written procedures). The Salary Reduction Agreement may also
  provide elections as to the investment funds into which the Section 401(k)
  Deferrals will be contributed and the time and manner a Participant may
  change such elections.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Automatic
  deferral election.
  If elected under Part 4A, #14 of the Agreement, the Employer will
  automatically withhold the amount designated under Part 4A, #14 from Eligible
  Participants’ Included Compensation for payroll periods starting with such
  Participants’ Entry Date, unless the Eligible Participant completes a Salary
  Reduction Agreement electing a different deferral amount (including a zero
  deferral amount). The Employer must designate in Part 4A, #14 of the
  Agreement the date as of which an Employee’s deferral election will be taken
  into account to override the automatic deferral election under this subparagraph
  (2). This automatic deferral election does not apply to any Eligible
  Participant who has elected to defer an amount equal to or greater than the
  automatic deferral amount designated in Part 4A, #14 of the Agreement. The
  Employer may elect under Part 4A, #14.b. of the Agreement to apply the
  automatic deferral election only to Employees who become Eligible
  Participants after a specified date. The Plan Administrator will deposit all
  amounts withheld pursuant to this automatic deferral election into the appropriate
  Participant’s Section 401(k) Deferral Account. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  Prior to the time an
  automatic deferral election first goes into effect, an Eligible Participant
  must receive written notice concerning the effect of the automatic deferral
  election and his/her right to elect a different level of deferral under the
  Plan, including the right to elect not to defer. After receiving the notice,
  an Eligible Participant must have a reasonable time to enter into a new
  Salary Reduction Agreement before any automatic deferral election goes into
  effect.

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Employer
  Matching Contributions. If so elected under Part 4B of the
  Agreement, the Employer will make an Employer Matching Contribution, in
  accordance with the matching contribution formula(s) selected in Part 4B,
  #16, to Eligible Participants who satisfy the allocation conditions under
  Part 4B, #19 of the Agreement. See Section 2.6. Any Employer Matching
  Contribution determined under Part 4B, #16 will be allocated to the Eligible
  Participant’s Employer Matching Contribution Account. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Applicable
  contributions. The
  Employer must elect under the Nonstandardized Agreement whether the matching
  contribution formula(s) applies to Section 401(k) Deferrals, Employee
  After-Tax Contributions, or both. Under the Standardized Agreement, Employer
  Matching Contributions apply only to Section 401(k) Deferrals. The
  contributions eligible for an Employer Matching Contribution are referred to
  under this Section as “applicable contributions.” If a matching formula applies
  to both Section 401(k) Deferrals and Employee After-Tax Contributions, such
  contributions are aggregated to determine the Employer Matching Contribution
  allocated under the formula. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Multiple
  formulas. If the
  Employer elects more than one matching contribution formula under Part 4B,
  #16 of the Agreement, each formula is applied separately. An Eligible
  Participant’s aggregate Employer Matching Contributions for a Plan Year will
  be the sum of the Employer Matching Contributions the Participant is entitled
  to under all such formulas. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Applicable
  contributions taken into account under the matching contribution formula. The Employer must elect under Part 4B,
  #17.a. of the Agreement the period for which the applicable contributions are
  taken into account in applying the matching contribution formula(s) and in
  applying any limits on the amount of such contributions that may be taken
  into account under the formula(s). In applying the matching contribution
  formula(s), applicable contributions (and Included Compensation) are
  determined separately for each designated period and any limits on the amount
  of applicable contributions taken into account under the matching
  contribution formula(s) are applied separately for each designated period. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  Partial
  period of participation. In applying the matching contribution formula(s) under the Plan to an
  Employee who is an Eligible Participant for only part of the Plan Year, the
  Employer may elect under Part 4B, #17.b. of the Agreement to take into
  account Included Compensation for the entire Plan Year or only for the
  portion of the Plan Year during which the Employee is an Eligible
  Participant. Alternatively, the Employer may elect under Part 4B, #17.b.(3)
  of the Agreement to take into account Included Compensation only for the
  period that the Employee actually makes applicable contributions under the
  Plan. In applying this subsection (4), an Employee’s status as an Eligible
  Participant is determined solely with respect to the Employer Matching
  Contribution under Part 4B of the Agreement. 

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Qualified
  Matching Contributions (QMACs). If so elected under Part 4B, #18 of the
  Agreement, the Employer may treat all (or a portion) of its Employer Matching
  Contributions as QMACs. If an Employer Matching Contribution is designated as
  a QMAC, it must satisfy the requirements for a QMAC (as described in Section
  17.7(g)) at the time the contribution is made to the Plan and must be
  allocated to the Participant’s 



11










	
   
	
   
	
  QMAC Account. To the extent
  an Employer Matching Contribution is treated as a QMAC under Part 4B, #18,
  such contribution will be 100% vested, regardless of any inconsistent
  elections under Part 6 of the Agreement relating to Employer Matching
  Contributions. (See Sections 17.2(d)(2) and 17.3(d)(2) for the ability to
  make QMACs to correct an ADP or ACP failure without regard to any election
  under Part 4B, #18 of the Agreement.)

	
   
	
   
	
   

	
   
	
   
	
  Under Part 4B, #18, the
  Employer may designate all Employer Matching Contributions as QMACs or may
  designate only those Employer Matching Contributions under specific matching
  contribution formula(s) to be QMACs. Alternatively, the Employer may
  authorize a discretionary QMAC, in addition to the Employer Matching
  Contributions designated under Part 4B, #16, to be allocated uniformly as a
  percentage of Section 401(k) Deferrals made during the Plan Year. The
  Employer may elect under the Agreement to allocate the discretionary QMAC
  only to Eligible Participants who are Nonhighly Compensated Employees or to
  all Eligible Participants. If the Employer elects both a discretionary
  Employer Matching Contribution formula and a discretionary QMAC formula, the
  Employer must designate, in writing, the extent to which any matching
  contribution is intended to be an Employer Matching Contribution or a QMAC.

	
   
	
   
	
   

	
   
	
  (d)
	
  Employer
  Nonelective Contributions. If so elected under Part 4C of the
  Agreement, the Employer may make Employer Nonelective Contributions on behalf
  of each Eligible Participant under the Plan who has satisfied the allocation
  conditions described in Part 4C, #24 of the Agreement. See Section 2.6. The
  Employer must designate under Part 4C, #20 of the Agreement the amount of any
  Employer Nonelective Contributions it wishes to make under the Plan. The
  amount of any Employer Nonelective Contributions authorized under the Plan
  and the method of allocating such contributions is described in Section 2.2
  of this Article. 

	
   
	
   
	
   

	
   
	
  (e)
	
  Qualified
  Nonelective Contributions (QNECs). The Employer may elect under Part 4C, #22
  of the Agreement to permit discretionary QNECs under the Plan. A QNEC must
  satisfy the requirements for a QNEC (as described in Section 17.7(h)) at the
  time the contribution is made to the Plan and must be allocated to the
  Participant’s QNEC Account. If the Plan authorizes the Employer to make both
  a discretionary Employer Nonelective Contribution and a discretionary QNEC,
  the Employer must designate, in writing, the extent to which any contribution
  is intended to be an Employer Nonelective Contribution or a QNEC. To the
  extent an Employer Nonelective Contribution is treated as a QNEC under Part
  4C, #22, such contribution will be 100% vested, regardless of any
  inconsistent elections under Part 6 of the Agreement relating to Employer
  Nonelective Contributions. (See Sections 17.2(d)(2) and 17.3(d)(2) for the
  ability to make QNECs to correct an ADP or ACP failure without regard to any
  election under Part 4C, #22 of the Agreement.) 

	
   
	
   
	
   

	
   
	
   
	
  If the Employer makes a
  QNEC for the Plan Year, it will be allocated to Participants’ QNEC Account
  based on the allocation method selected by the Employer under Part 4C, #22 of
  the Agreement. An Eligible Participant will receive a QNEC allocation even if
  he/she has not satisfied any allocation conditions designated under Part 4C,
  #24 of the Agreement, unless the Employer elects otherwise under the Part 4C,
  #22.c. of the Agreement.

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Pro Rata
  Allocation Method.
  If the Employer elects the Pro Rata Allocation Method under Part 4C, #22.a.
  of the Agreement, any Employer Nonelective Contribution properly designated
  as a QNEC will be allocated as a uniform percentage of Included Compensation
  to all Eligible Participants who are Nonhighly Compensated Employees or to
  all Eligible Participants, as specified under Part 4C, #22.a. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Bottom-up
  QNEC method. If the
  Employer elects the Bottom-up QNEC method under Part 4C, #22.b. of the
  Agreement, any Employer Nonelective Contribution properly designated as a
  QNEC will be first allocated to the Eligible Participant with the lowest Included
  Compensation for the Plan Year for which the QNEC is being allocated. To
  receive an allocation of the QNEC under this subsection (2), the Eligible
  Participant must be a Nonhighly Compensated Employee for the Plan Year for
  which the QNEC is being allocated. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  The QNEC will be allocated
  to the Eligible Participant with the lowest Included Compensation until all
  of the QNEC has been allocated or until the Eligible Participant has reached
  his/her Annual Additions Limitation, as described in Article 7. For this
  purpose, if two or more Eligible Participants have the same Included
  Compensation, the QNEC will be allocated equally to each Eligible Participant
  until all of the QNEC has been allocated, or until each Eligible Participant
  has reached his/her Annual Additions Limitation. If any QNEC remains
  unallocated, this process is repeated for the Eligible Participant(s) with
  the next lowest level of Included Compensation in accordance with the
  provisions under this subsection (2), until all of the QNEC is allocated.

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Safe
  Harbor Contributions. If so elected under Part 4E of the 401(k)
  Agreement, the Employer may elect to treat this Plan as a Safe Harbor 401(k)
  Plan. To qualify as a Safe Harbor 401(k) Plan, the Employer must make a Safe
  Harbor Nonelective Contribution or a Safe Harbor Matching Contribution under
  the Plan. Such contributions are subject to special vesting and distribution
  restrictions and must be allocated to the Eligible 



12










	
   
	
   
	
  Participants’ Safe Harbor
  Nonelective Contribution Account or Safe Harbor Matching Contribution
  Account, as applicable. Section 17.6 describes the requirements that must be
  met to qualify as a Safe Harbor 401(k) Plan and the method for calculating
  the amount of the Safe Harbor Contribution that must be made under the Plan.

	
   
	
   
	
   

	
   
	
  (g)
	
  Prior
  SIMPLE 401(k) plan. If this Agreement is being used to amend or restate a 401(k) plan
  which complied with the SIMPLE 401(k) plan provisions under Code §401(k)(11),
  any provision in this Agreement which is inconsistent with the SIMPLE 401(k)
  plan provisions is not effective for any Plan Year during which the plan
  complied with the SIMPLE 401(k) plan provisions. 

	
   
	
   
	
   

	
  2.4
	
  Money
  Purchase Plan Contribution and Allocations. This Section 2.4 applies if the Employer
  has adopted the money purchase plan Agreement. Any reference to the Agreement
  under this Section 2.4 is a reference to the money purchase plan Agreement. 

	
   
	
   

	
   
	
  (a)
	
  Employer
  Contributions. The Employer must elect under Part 4 of the Nonstandardized Agreement
  to make Employer Contributions under one or more of the following methods:

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  as a uniform percentage of
  each Eligible Participant’s Included Compensation; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  as a uniform dollar amount
  for each Eligible Participant; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  under the Permitted Disparity
  Method (using either the individual method or group method); 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  under a formula based on
  service with the Employer; or

	
   
	
   
	
   
	
   

	
   
	
   
	
  (5)
	
  under a Davis-Bacon
  Contribution Formula.

	
   
	
   
	
   
	
   

	
   
	
   
	
  Under the Standardized
  Agreement, the Employer may only elect to make an Employer Contribution as a
  uniform percentage of Included Compensation, a uniform dollar amount, or
  under the Permitted Disparity Method.

	
   
	
   
	
   

	
   
	
   
	
  An Eligible Participant is
  only entitled to share in the Employer Contribution if such Participant
  satisfies the allocation conditions described under Part 4, #15 of the
  Agreement. See Section 2.6.

	
   
	
   
	
   

	
   
	
   
	
  If the Employer elects more
  than one Employer Contribution formula under Part 4, #12 of the Agreement,
  each formula is applied separately. An Eligible Participant’s aggregate
  Employer Contributions for a Plan Year will be the sum of the Employer
  Contributions the Participant is entitled to under all such formulas.

	
   
	
   
	
   

	
   
	
  (b)
	
  Uniform
  percentage or uniform dollar amount. The contribution made by the Employer must
  be allocated to Eligible Participants in a definitely determinable manner. If
  the Employer elects to make an Employer Contribution as a uniform percentage
  of Included Compensation under Part 4, #12.a. of the Agreement or as a
  uniform dollar amount under Part 4, #12.b. of the Agreement, each Eligible
  Participant’s allocation of the Employer Contribution will equal the amount
  determined under the contribution formula elected under the Agreement.  

	
   
	
   
	
   

	
   
	
  (c)
	
  Permitted
  Disparity Method. The Employer may elect under Part 4, #12.c. of the Agreement to use
  the Permitted Disparity Method using either the individual method or the
  group method. An Employer may not elect a Permitted Disparity Method under
  the Plan if another qualified plan of the Employer, which covers any of the
  same Employees, uses permitted disparity in determining the allocation of
  contributions or accrual of benefits under the plan.

	
   
	
   
	
   

	
   
	
   
	
  For purposes of applying
  the Permitted Disparity Method, Excess Compensation is the portion of an
  Eligible Participant’s Included Compensation that exceeds the Integration
  Level. The Integration Level is the Taxable Wage Base, unless the Employer
  designates a different amount under Part 4, #14.b. of the Agreement.

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Individual
  method. If the
  Employer elects the Permitted Disparity Method using the individual method,
  each Eligible Participant will receive an allocation of the Employer
  Contribution equal to the amount determined under the contribution formula
  under Part 4, #12.c.(1) of the Agreement. Under the individual Permitted
  Disparity Method, the Employer will contribute (i) a fixed percentage of each
  Eligible Participant’s Included Compensation for the Plan Year plus (ii) a
  fixed percentage of each Eligible Participant’s Excess Compensation. The
  percentage of each Eligible Participant’s Excess Compensation under (ii) may
  not exceed the lesser of the percentage of total Included Compensation
  contributed under (i) or the Applicable Percentage under the following table:
  



13










	
   
	
   
	
   
	
  Integration Level

  (As a percentage of the Taxable Wage Base)
	
   
	
  Applicable

  Percentage

	
   
	
   
	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  100%
	
   
	
  5.7%

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  More
  than 80% but less than 100%
	
   
	
  5.4%

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  More
  than 20% and not more than 80%
	
   
	
  4.3%

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  20%
  or less
	
   
	
  5.7%

	
   
	
   
	
   
	
   
	
   
	
   

	
                  
	
   
	
  (2)
	
  Group method. If the Employer elects the Permitted
  Disparity Method using the group method under Part 4, #12.c.(2) of the
  Agreement, the Employer will contribute a fixed percentage (as designated in
  the Agreement) of the total Included Compensation for the Plan Year of all
  Eligible Participants. The total Employer Contribution is then allocated
  among the Eligible Participants under either the Two-Step Formula or the
  Four-Step Formula described below. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Two-Step
  Formula. If the
  Employer elects the Two-Step Formula, the Employer Contribution will be
  allocated in the same manner as under Section 2.2(b)(2)(i) above. However,
  the Employer may elect to have the Four-Step Formula automatically apply for
  any Plan Year in which the Plan is a Top-Heavy Plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Four-Step
  Formula. If the
  Employer elects the Four-Step Formula or if the Plan is a Top-Heavy Plan and
  the Employer elects to have the Four-Step Formula apply for Plan Years when
  the Plan is a Top-Heavy Plan, the Employer Contribution will be allocated to
  Eligible Participants in the same manner as under Section 2.2(b)(2)(ii)
  above.

	
   
	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Contribution
  based on service. The Employer may elect under Part 4, #12.d. of the Nonstandardized
  Agreement to provide an Employer Contribution for each Eligible Participant
  based on the service performed by such Eligible Participant during the Plan
  Year (or other period designated under Part 4, #13.a. of the Agreement). The
  Employer may provide a fixed dollar amount of a fixed percentage of Included
  Compensation for each Hour of Service, each week of employment or any other
  measuring period selected under Part 4, #12.d. of the Nonstandardized
  Agreement. If the Employer elects to make a contribution based on service,
  each Eligible Participant will receive an allocation of the Employer
  Contribution equal to the amount determined under the contribution formula
  under Part 4, #12.d. of the Nonstandardized Agreement.

	
   
	
   
	
   

	
   
	
  (e)
	
  Davis-Bacon
  Contribution Formula. The Employer may elect under Part 4, #12.e.
  of the Nonstandardized Agreement to provide an Employer Contribution for each
  Eligible Participant who performs Davis-Bacon Act Service. For this purpose,
  Davis-Bacon Act Service is any service performed by an Employee under a
  public contract subject to the Davis-Bacon Act or to any other federal, state
  or municipal prevailing wage law. Each such Eligible Participant will receive
  a contribution based on the hourly contribution rate for the Participant’s
  employment classification, as designated on Schedule A of the Agreement.
  Schedule A is incorporated as part of the Agreement.In applying the
  Davis-Bacon Contribution Formula under this subsection (e), the following
  default rules will apply. The Employer may modify these default rules under
  Part 4, #12.e.(2) of the Nonstandardized Agreement

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Eligible
  Employees. Highly
  Compensated Employees are Excluded Employees for purposes of receiving an
  Employer Contribution under the Davis-Bacon Contribution Formula. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Minimum
  age and service conditions. No minimum age or service conditions will apply for purposes of
  determining an Employee’s eligibility under the Davis-Bacon Contribution
  Formula. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Entry
  Date. For purposes
  of applying the Davis-Bacon Contribution Formula, an Employee becomes an Eligible
  Participant on his/her Employment Commencement Date. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  Allocation
  conditions. No
  allocation conditions (as described in Section 2.6) will apply for purposes
  of determining an Eligible Participant’s allocation under the Davis-Bacon
  Contribution Formula. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (5)
	
  Vesting. Employer Contributions made pursuant to the
  Davis-Bacon Contribution Formula are always 100% vested. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (6)
	
  Offset of
  other Employer Contributions. The contributions under the Davis Bacon Contribution Formula will not
  offset any other Employer Contributions under the Plan. However, the Employer
  may elect under Part 4, #12.e.(1) of the Nonstandardized Agreement to offset
  any other Employer

								


14










	
   
	
   
	
   
	
  Contributions made under
  the Plan by the Employer Contributions a Participant receives under the
  Davis-Bacon Contribution Formula. 

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Applicable
  period for determining Included Compensation. In determining the amount of Employer
  Contribution to be allocated to an Eligible Participant, Included
  Compensation is determined separately for each period designated under Part
  4, #13.a. of the Agreement. If the Employer elects the Permitted Disparity
  Method under Part 4, #12.c. of the Agreement, the period designated under
  Part 4, #13.a. must be the Plan Year. If the Employer elects an Employer
  Contribution formula under Part 4, #12 of the Agreement other than the
  Permitted Disparity Method, and elects a period under Part 4, #13.a. other
  than the Plan Year, a Participant’s allocation of Employer Contributions will
  be determined separately for each period based solely on Included
  Compensation for such period. If the Employer elects the service formula
  under Part 4, #12.d. of the Nonstandardized Agreement, the Employer
  Contribution also will be determined separately for each period designated
  under Part 4, #13.a. of the Agreement based on service performed during such
  period. The Employer need not actually make the Employer Contribution during
  the designated period, provided the total Employer Contribution for the Plan
  Year is allocated based on the proper Included Compensation. 

	
   
	
   
	
   

	
   
	
  (g)
	
  Special
  rules for determining Included Compensation. The same rules as discussed under Section
  2.2(c)(2) apply to permit the Employer to elect under Part 4, #13.b. of the
  Agreement to take into account an Employee’s Included Compensation for the
  entire Plan Year, even if the Employee is an Eligible Participant for only
  part of the Plan Year. If no election is made under Part 4, #13.b., only
  Included Compensation for the portion of the Plan Year while an Employee is
  an Eligible Participant will be taken into account in determining an
  Employee’s Employer Contribution under the Plan. The Employer also may elect
  under Part 4, #13.c. of the Agreement to take into account Included
  Compensation for the calendar year ending in the Plan Year or other 12-month
  period, as provided in Section 2.2(c)(3). 

	
   
	
   
	
   

	
   
	
  (h)
	
  Limit on
  contribution where Employer maintains another plan in addition to a money
  purchase plan. If the Employer adopts the money purchase plan Agreement and also
  maintains another qualified retirement plan, the contribution to be made
  under the money purchase plan Agreement (as designated in Part 4 of the
  Agreement) will not exceed the maximum amount that is deductible under Code
  §404(a)(7), taking into account all contributions that have been made to the
  plans prior to the date a contribution is made under the money purchase plan
  Agreement.

	
   
	
   
	
   

	
  2.5
	
  Target
  Benefit Plan Contribution. This Section 2.5 applies if the Employer
  has adopted the target benefit plan Agreement. Any reference to the Agreement
  under this Section 2.5 is a reference to the target benefit plan Agreement.

	
   
	
   

	
   
	
  (a)
	
  Stated
  Benefit. A Participant’s Stated Benefit, as of any Plan Year, is the amount
  determined in accordance with the benefit formula selected under Part 4 of
  the Agreement, payable annually in the form of a Straight Life Annuity
  commencing upon the Participant’s Normal Retirement Age (as defined in Part 5
  of the Agreement) or current age (if later). In applying the benefit formula
  under Part 4, all projected Years of Participation (as defined in subsection
  (d)(10) below) are counted beginning with the first Plan Year and projecting
  through the last day of the Plan Year in which the Participant attains Normal
  Retirement Age (or the current Plan Year, if later), assuming all relevant
  factors remain constant for future Plan Years. For this purpose, the first
  Plan Year is the latest of: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the first Plan Year in
  which the Participant becomes an Eligible Participant; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  the first Plan Year
  immediately following a Plan Year in which the Plan did not satisfy the
  target benefit plan safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3); or 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the first Plan Year taken
  into account under the Plan’s benefit formula, as designated in Part 4,
  #13.c. of the Agreement. If Part 4, #13.c. is not completed, the first Plan
  Year taken into account under this subsection (3) will be the original
  Effective Date of this Plan, as designated under #59.a. or #59.b.(2) of the Agreement,
  as applicable. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  If this Plan is a “prior
  safe harbor plan” then, solely for purposes of determining projected Years of
  Participation, the Plan is deemed to satisfy the target benefit plan safe
  harbor under Treas. Reg. §1.401(a)(4)-8(b)(3) and the Participant is treated
  as an Eligible Participant under the Plan for any Plan Year beginning prior
  to January 1, 1994. This Plan is a prior safe harbor plan if it was
  originally in effect on September 19, 1991, and on that date the Plan
  contained a stated benefit formula that took into account service prior to
  that date, and the Plan satisfied the applicable nondiscrimination
  requirements for target benefit plans for those prior years. For purposes of
  determining whether a plan satisfies the applicable nondiscrimination
  requirements for target benefit plans for Plan Years beginning before January
  1, 1994, no amendments after September 19, 1991, other than amendments
  necessary to satisfy §401(l) of the Code, will be taken into account.



15










	
   
	
  (b)
	
  Employer Contribution. Each Plan Year, the Employer will contribute to the Plan on behalf of
  each Eligible Participant who has satisfied the allocation conditions under
  Part 4, #15 of the Agreement, an amount necessary to fund the Participant’s
  Stated Benefit, determined in accordance with the benefit formula selected
  under Part 4, #13 of the Agreement. The Employer’s required contribution may
  be reduced by forfeitures in accordance with the provisions of Section
  5.5(b).

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Participant
  has not reached Normal Retirement Age. If a Participant has not reached Normal
  Retirement Age by the last day of the Plan Year, the Employer Contribution
  for such Plan Year with respect to that Participant is the excess, if any, of
  the Present Value Stated Benefit (as defined in subsection (3) below) over
  the Theoretical Reserve (as defined in subsection (4) below), multiplied by
  the appropriate Amortization Factor from Table II under Exhibit A of the
  Agreement. The factors under Table II are determined based on the applicable
  interest rate assumptions selected under Part 4, #14.b.(1) of the Agreement.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Participant
  has reached Normal Retirement Age. If a Participant has reached Normal Retirement Age by the last day of
  the Plan Year, the Employer Contribution for such Plan Year with respect to
  that Participant is the excess, if any, of the Present Value Stated Benefit
  (as defined in subsection (3) below) over the Theoretical Reserve (as defined
  in subsection (4) below).

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Present
  Value Stated Benefit.
  For purposes of determining the Employer Contribution under the Plan, a
  Participant’s Present Value Stated Benefit is the Participant’s Stated
  Benefit multiplied by the appropriate present value factor under Table I or
  Table IA, as appropriate (if the Participant has not attained Normal
  Retirement Age) or Table IV (if the Participant has attained Normal
  Retirement Age). The Present Value Stated Benefit must be further adjusted by
  the factors under Table III if the Normal Retirement Age under the Plan is
  other than age 65. (See Exhibit A under the Agreement for the applicable
  factors. The applicable factors are determined based on the applicable
  interest rate assumptions selected under Part 4, #14.b.(1) of the Agreement
  and assuming a UP-1984 mortality table. If the Employer elects a different
  applicable mortality table under Part 4, #14.b.(2), appropriate factors must
  be attached to the Agreement.)

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  Theoretical
  Reserve. Except as
  provided in the following paragraph, for the first Plan Year for which the
  Stated Benefit is determined (see subsection (a) above), a Participant’s
  Theoretical Reserve is zero. For each subsequent Plan Year, the Theoretical
  Reserve is the sum of the Theoretical Reserve for the prior Plan Year plus
  the Employer Contribution required for such prior Plan Year. The sum is then
  adjusted for interest (using the Plan’s interest assumptions for the prior
  Plan Year) through the last day of the current Plan Year. For any Plan Year
  following the Plan Year in which the Participant attains Normal Retirement
  Age, no interest adjustment is required. For purposes of determining a
  Participant’s Theoretical Reserve, minimum contributions required solely to
  comply with the Top-Heavy Plan rules under Article 16 are not included. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  If this Plan was a prior
  safe harbor plan (see the definition of prior safe harbor plan under
  subsection (a) above), with a benefit formula that takes into account Plan
  Years prior to the first Plan Year this Plan satisfies the target benefit
  plan safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3)(c), the Theoretical
  Reserve for the first Plan Year is determined by subtracting the result in
  subsection (ii) from the result in subsection (i). 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Determine the present value
  of the Stated Benefit as of the last day of the Plan Year immediately
  preceding the first Plan Year this Plan satisfies the target benefit plan
  safe harbor under Treas. Reg. §1.401(a)(4)-8(b)(3)(c), using the actuarial
  assumptions, the provisions of the Plan, and the Participant’s compensation
  as of such date. For a Participant who has attained Normal Retirement Age,
  the Stated Benefit will be determined using the actuarial assumptions, the
  provisions of the Plan, and the Participant’s compensation as of such date,
  using a straight life annuity factor for a Participant whose attained age is
  the Normal Retirement Age under the Plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Determine the present value
  of future Employer Contributions (i.e., the Employer Contributions due each
  Plan Year using the actuarial assumptions, the provisions of the Plan
  (disregarding those provisions of the Plan providing for the limitations of
  §415 of the Code or the minimum contributions under §416 of the Code)), and
  the Participant’s compensation as of such date, beginning with the first Plan
  Year through the end of the Plan Year in which the Participant attains Normal
  Retirement Age. 

	
   
	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Benefit
  formula. The Employer may elect under Part 4 of the Agreement to apply a
  Nonintegrated Benefit Formula or an Integrated Benefit Formula. The benefit
  formula selected under Part 4 of the Agreement must comply with the target
  benefit plan safe harbor rules under Treas. Reg. §1.401(a)(4)-8(b)(3).



16










	
   
	
   
	
  (1)
	
  Nonintegrated
  Benefit Formula.
  Under a Nonintegrated Benefit Formula, benefits provided under Social
  Security are not taken into account when determining an Eligible
  Participant’s Stated Benefit. A Nonintegrated Benefit Formula may provide for
  a Flat Benefit or a Unit Benefit.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Flat
  Benefit. The
  Employer may elect under Part 4, #13.a.(1) of the Agreement to apply a Flat
  Benefit formula that provides a Stated Benefit equal to a specified
  percentage of Average Compensation. A Participant’s Stated Benefit determined
  under the Flat Benefit formula will be reduced pro rata if the Participant’s
  projected Years of Participation are less than 25 Years of Participation. For
  a Participant with less than 25 projected Years of Participation, the base
  percentage and the excess percentage are reduced by multiplying such
  percentages by a fraction, the numerator of which is the Participant’s
  projected Years of Participation, and the denominator of which is 25. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Unit
  Benefit. The
  Employer may elect under Part 4, #13.a.(2) of the Agreement or under Part 4,
  #13.a.(3) of the Nonstandardized Agreement to apply a Unit Benefit formula
  that provides a Stated Benefit equal to a specified percentage of Average
  Compensation multiplied by the Participant’s Years of Participation with the
  Employer. The Employer may elect to limit the Years of Participation taken
  into account under a Unit Benefit formula, however, the Plan must take into
  account all Years of Participation up to at least 25 years.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  If the Employer elects a
  tiered formula under Part 4, #13.a.(3) of the Nonstandardized Agreement, the
  highest benefit percentage for any Participant with less than 33 Years of
  Participation cannot be more than one-third larger than the lowest benefit
  percentage for any Participant with less than 33 Years of Participation. This
  requirement is satisfied if the percentage under Part 4, #13.a.(3)(a) applies
  to all Years of Participation up to at least 33. If the percentage under Part
  4, #13.a.(3)(a) applies to Years of Participation less than 33, this
  paragraph will be satisfied if the total Years of Participation taken into
  account under Part 4, #13.a.(3)(b) and Part 4, #13.a.(3)(d) is not less than
  33 and the percentage designated in Part 4, #13.a.(3)(c) is not less than
  P1(25-Y)/(33-Y) and is not greater than P1(44-Y)/(33-Y), where P1 is the
  percentage under Part 4, #13.a.(3)(a) and Y is the number of Years of
  Participation to which the percentage under Part 4, #13.a.(3)(a) applies. If
  the total Years of Participation taken into account under Part 4,
  #13.a.(3)(b) and Part 4, #13.a.(3)(d) is less than 33, a similar calculation
  applies to any percentage designated in Part 4, #13.a.(3)(e). 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Integrated
  Benefit Formula. An
  Integrated Benefit Formula is designed to provide a greater benefit to
  certain Participants to make up for benefits not provided under Social
  Security. An Integrated Benefit Formula may provide for a Flat Excess
  Benefit, a Unit Excess Benefit, a Flat Offset Benefit, or a Unit Offset
  Benefit. An Employer may not elect an Integrated Benefit Formula under the
  Plan if another qualified plan of the Employer, which covers any of the same
  Employees, uses permitted disparity (or imputes permitted disparity) in
  determining the allocation of contributions or accrual of benefits under the
  plan. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Flat
  Excess Benefit. The
  Employer may elect under Part 4, #13.b.(1) of the Agreement to apply a Flat
  Excess Benefit formula that provides a Stated Benefit equal to a specified
  percentage of Average Compensation (“base percentage”) plus a specified
  percentage of Excess Compensation (“excess percentage”). 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  Maximum
  permitted disparity.
  In completing a Flat Excess Benefit formula under Part 4, #13.b.(1) of the
  Agreement, the excess percentage under Part 4, #13.b.(1)(b) may not exceed
  the Maximum Disparity Percentage identified under subsection (3)(i) below.
  The excess percentage may be further reduced under the Cumulative Disparity
  Limit under subsection (3)(iv) below. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  Limitation
  on Years of Participation. The Participant’s base percentage and excess percentage under the
  Flat Excess Benefit formula are reduced pro rata if the Participant’s
  projected Years of Participation are less than 35 years. For a Participant
  with less than 35 projected Years of Participation, the base percentage and
  the excess percentage are reduced by multiplying such percentages by a
  fraction, the numerator of which is the Participant’s projected Years of
  Participation, and the denominator of which is 35. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Unit
  Excess Benefit. The
  Employer may elect under Part 4, #13.b.(2) of the Agreement or under Part 4,
  #13.b.(3) of the Nonstandardized Agreement to apply a Unit Excess Benefit
  formula which provides a Stated Benefit equal to a specified percentage of 



17










	
   
	
   
	
   
	
   
	
  Average Compensation (“base
  percentage”) plus a specified percentage of Excess Compensation (“excess
  percentage”) multiplied by the Participant’s Years of Participation with the
  Employer.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  Maximum
  permitted disparity.
  In completing a Unit Excess Benefit formula under Part 4, #13.b. of the
  Agreement, the excess percentage under the formula may not exceed the Maximum
  Disparity Percentage identified under subsection (3)(i) below. In addition,
  if the Employer elects a tiered formula under Part 4, #13.b.(3) of the
  Nonstandardized Agreement, the percentage designated under Part 4,
  #13.b.(3)(d) and/or Part 4, #13.b.(3)(f), as applicable, may not exceed the
  sum of the base percentage under Part 4, #13.b.(3)(a) and the excess
  percentage under Part 4, #13.b.(3)(b). 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  Limitation
  on Years of Participation. The Employer must identify under Part 4, #13.b. the Years of
  Participation that will be taken into account under the Unit Excess Benefit
  formula. If the Employer elects a uniform formula under Part 4, #13.b.(2) of
  the Agreement, the Plan must take into account all Years of Participation up
  to at least 25. In addition, a Participant may not be required to complete
  more than 35 Years of Participation to earn his/her full Stated Benefit. (See
  the Cumulative Disparity Limit under subsection (3)(iv) below for additional
  restrictions that may limit a Participant’s Years of Participation that may
  be taken into account under the Plan.)


	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  If the Employer elects a tiered
  formula under Part 4, #13.b.(3) of the Nonstandardized Agreement and the
  Years of Participation specified under Part 4, #13.b.(3)(c) is less than 35,
  the percentage under Part 4, #13.b.(3)(d) must equal the sum of the base
  percentage under Part 4, #13.b.(3)(a) and the excess percentage under Part 4,
  #13.b.(3)(b) and any Years of Participation required under Part 4,
  #13.b.(3)(e) may not be less than 35 minus the Years of Participation
  designated under Part 4, #13.b.(3)(c). (See the Cumulative Disparity Limit
  under subsection (3)(iv) below for additional restrictions that may limit a
  Participant’s Years of Participation that may be taken into account under the
  Plan.) If the number of Years of Participation specified under Part 4,
  #13.b.(3)(c) is less than 35, and Part 4, #13.b.(3)(d) is not checked, the
  percentage specified under Part 4, #13.b.(3)(f) must equal the sum of the
  base percentage under Part 4, #13.b.(3)(a) and the excess percentage under
  Part 4, #13.b.(3)(b).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  Flat
  Offset Benefit. The
  Employer may elect under Part 4, #13.b.(4) of the Nonstandardized Agreement
  or Part 4, #13.b.(3) of the Standardized Agreement to apply a Flat Offset
  Benefit formula that provides a Stated Benefit equal to a specified
  percentage of Average Compensation (“gross percentage”) offset by a specified
  percentage of Offset Compensation (“offset percentage”).

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  Maximum
  permitted disparity.
  In applying a Flat Offset Benefit formula, the offset percentage for any
  Participant may not exceed the Maximum Offset Percentage identified under
  subsection (3)(ii) below. The offset percentage may be further reduced under
  the Cumulative Disparity Limit under subsection (3)(iv) below. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  Limitation
  on Years of Participation. The Participant’s gross percentage and offset percentage under the
  Flat Offset Benefit formula are reduced pro rata if the Participant’s
  projected Years of Participation are less than 35 years. For a Participant
  with less than 35 projected Years of Participation, the gross percentage and
  the offset percentage are reduced by multiplying such percentages by a
  fraction, the numerator of which is the Participant’s projected Years of
  Participation, and the denominator of which is 35. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  Unit
  Offset Benefit. The
  Employer may elect under Part 4, #13.b.(5) and Part 4, #13.b.(6) of the
  Agreement or under Part 4, #13.b.(4) of the Standardized Agreement to apply a
  Unit Offset Benefit formula which provides a Stated Benefit equal to a
  specified percentage of Average Compensation (“gross percentage”) offset by a
  specified percentage of Offset Compensation (“offset percentage”) multiplied
  by the Participant’s Years of Participation with the Employer.



18










	
   
	
   
	
   
	
   
	
  (A)
	
  Maximum
  permitted offset. In
  applying a Unit Offset Benefit formula, the offset percentage for any
  Participant may not exceed the Maximum Offset Percentage identified under
  subsection (3)(ii) below. In addition, if the Employer elects a tiered
  formula under Part 4, #13.b.(6) of the Nonstandardized Agreement, the
  percentage designated under Part 4, #13.b.(6)(d) and/or Part 4, #13.b.(6)(f),
  as applicable, may not exceed the gross percentage under Part 4,
  #13.b.(6)(a). 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  Limitation
  on Years of Participation. The Employer must identify under Part 4, #13.b. the Years of
  Participation that will be taken into account under the Unit Offset Benefit
  formula. If the Employer elects a uniform offset formula under Part 4,
  #13.b.(5) of the Nonstandardized Agreement or Part 4, #13.b.(4) of the
  Standardized Agreement, the Plan must take into account all Years of
  Participation up to at least 25. In addition, a Participant may not be
  required to complete more than 35 Years of Participation to earn his/her full
  Stated Benefit. (See the Cumulative Disparity Limit under subsection (3)(iv)
  below for additional restrictions that may limit a Participant’s Years of
  Participation that may be taken into account under the Plan.)

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  If the Employer elects a
  tiered offset formula under Part 4, #13.b.(6) of the Nonstandardized
  Agreement and the Years of Participation specified under Part 4, #13.b.(6)(c)
  is less than 35, any percentage under Part 4, #13.b.(6)(d) must equal the
  gross percentage under Part 4, #13.d.(6)(a) and any Years of Participation
  required under Part 4, #13.b.(6)(e) may not be less than 35 minus the Years
  of Participation designated under Part 4, #13.b.(6)(c). (See the Cumulative
  Disparity Limit under subsection (3)(iv) below for additional restrictions
  that may limit a Participant’s Years of Participation that may be taken into
  account under the Plan.) If the number of Years of Participation specified
  under Part 4, #13.b.(6)(c) is less than 35, and Part 4, #13.b.(6)(d) is not
  checked, the percentage specified under Part 4, #13.b.(6)(f) must equal the
  gross percentage under Part 4, #13.b.(6)(a).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Special
  rules for applying Integrated Benefit Formulas under Part 4, #13.b. of the
  Agreement. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Maximum
  Disparity Percentage.
  In applying the Flat Excess Benefit formula described in subsection (2)(i)
  above or the Unit Excess Benefit formula described in subsection (2)(ii)
  above, the excess percentage under the formula may not exceed the Maximum
  Disparity Percentage. Under a Flat Excess Benefit formula, the Maximum
  Disparity Percentage is the lesser of the base percentage specified under the
  Agreement or the appropriate factor described under the Simplified Table
  below multiplied by 35. Under a Unit Excess Benefit formula, the Maximum
  Disparity Percentage is the lesser of the base percentage specified under the
  Agreement or the appropriate factor described under the Simplified Table
  below. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  In applying the Simplified
  Table below, NRA is a Participant’s Normal Retirement Age under the Plan. If
  a Participant’s Normal Retirement Age is prior to age 55, the applicable
  factors under the Simplified Table must be further reduced to a factor that is
  the Actuarial Equivalent of the factor at age 55. (See (iii) below for
  possible adjustments to the Simplified Table if an Integration Level other
  than Covered Compensation is selected under Part 4, #14.d.(1) of the
  Agreement.) 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  Simplified Table

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  NRA
	
   
	
  Maximum

  Disparity Percentage
	
   
	
  NRA
	
   
	
  Maximum

  Disparity Percentage

	
   
	
   
	
   
	
   
	
  

  	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  70
	
   
	
  0.838
	
   
	
  62
	
   
	
  0.416

	
   
	
   
	
   
	
   
	
  69
	
   
	
  0.760
	
   
	
  61
	
   
	
  0.382

	
   
	
   
	
   
	
   
	
  68
	
   
	
  0.690
	
   
	
  60
	
   
	
  0.346

	
   
	
   
	
   
	
   
	
  67
	
   
	
  0.627
	
   
	
  59
	
   
	
  0.330

	
   
	
   
	
   
	
   
	
  66
	
   
	
  0.571
	
   
	
  58
	
   
	
  0.312

	
   
	
   
	
   
	
   
	
  65
	
   
	
  0.520
	
   
	
  57
	
   
	
  0.294

	
   
	
   
	
   
	
   
	
  64
	
   
	
  0.486
	
   
	
  56
	
   
	
  0.278

	
   
	
   
	
   
	
   
	
  63
	
   
	
  0.450
	
   
	
  55
	
   
	
  0.260

												


19










	
   
	
   
	
   
	
  (ii)
	
  Maximum
  Offset Percentage.
  In applying the Flat Offset Benefit formula described in subsection (2)(iii)
  above or the Unit Offset Benefit formula described in subsection (2)(iv) above,
  the offset percentage under the formula may not exceed the Maximum Offset
  Percentage. Under a Flat Offset Benefit formula, the Maximum Offset
  Percentage is the lesser of 50% of the gross percentage specified under the
  Agreement or the appropriate factor described under the Simplified Table
  above, multiplied by 35. Under a Unit Offset Benefit formula, the Maximum
  Offset Percentage is the lesser of 50% of the gross percentage specified
  under the Agreement or the appropriate factor described under the Simplified
  Table above.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  In applying the Simplified
  Table above, NRA is a Participant’s Normal Retirement Age under the Plan. If
  a Participant’s Normal Retirement Age is prior to age 55, the applicable
  factors under the Simplified Table must be further reduced to a factor that
  is the Actuarial Equivalent of the factor at age 55. (See (iii) below for
  possible adjustments to the Simplified Table if an Integration Level other
  than Covered Compensation is selected under Part 4, #14.d.(1) of the
  Agreement.)

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  Adjustments
  to the Maximum Disparity Percentage / Maximum Offset Percentage for
  Integration Level other than Covered Compensation. The factors under the Simplified Table
  under subsection (i) above are based on an Integration Level equal to Covered
  Compensation. If the Employer elects under Part 4, #14.d.(1)(b) – (e) of the
  Agreement to use an Integration Level other than Covered Compensation, the
  factors under the Simplified Table may have to be modified. If the Employer
  elects to modify the Integration Level under Part 4, #14.d.(1)(b) or Part 4,
  #14.d.(1)(c) of the Agreement, no modification to the Simplified Table is
  required. If the Employer elects to modify the Integration Level under Part
  4, #14.d.(1)(d) or Part 4, #14.d.(1)(e), the factors under the Modified Table
  below must be used instead of the factors under the Simplified Table.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  Modified Table – Factors for Integration Level other than
  Covered Compensation

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  NRA
	
   
	
  Maximum
  

  Disparity Percentage
	
   
	
  NRA
	
   
	
  Maximum
  

  Disparity Percentage

	
   
	
   
	
   
	
   
	
  

  	
   
	
  

  	
   
	
  

  	
   
	
  

  
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  70
	
   
	
  0.670
	
   
	
  62
	
   
	
  0.331

	
   
	
   
	
   
	
   
	
  69
	
   
	
  0.608
	
   
	
  61
	
   
	
  0.305

	
   
	
   
	
   
	
   
	
  68
	
   
	
  0.552
	
   
	
  60
	
   
	
  0.277

	
   
	
   
	
   
	
   
	
  67
	
   
	
  0.627
	
   
	
  59
	
   
	
  0.264

	
   
	
   
	
   
	
   
	
  66
	
   
	
  0.502
	
   
	
  58
	
   
	
  0.250

	
   
	
   
	
   
	
   
	
  65
	
   
	
  0.416
	
   
	
  57
	
   
	
  0.234

	
   
	
   
	
   
	
   
	
  64
	
   
	
  0.388
	
   
	
  56
	
   
	
  0.222

	
   
	
   
	
   
	
   
	
  63
	
   
	
  0.360
	
   
	
  55
	
   
	
  0.208

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  Cumulative
  Disparity Limit. The
  Cumulative Disparity Limit applies to further limit the permitted disparity
  under the Plan. If the Cumulative Disparity Limit applies, the following
  adjustment will be made to the Participant’s Stated Benefit, depending on the
  type of formula selected under the Agreement. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  Flat
  Excess Benefit. In
  applying a Flat Excess Benefit formula, if a Participant’s cumulative
  disparity years exceed 35, the excess percentage under the formula will be
  reduced as provided below. For this purpose, a Participant’s cumulative
  disparity years consist of: (I) the Participant’s projected Years of
  Participation (up to 35); (II) any years the Participant benefited (or is
  treated as having benefited) under this Plan prior to the Participant’s first
  Year of Participation; and (III) any years credited to the Participant for
  allocation or accrual purposes under one or more qualified plans or
  simplified employee pension plans (whether or not terminated) ever maintained
  by the Employer (other than years counted in (I) or (II) above). For purposes
  of determining the Participant’s cumulative disparity years, all years ending
  in the same calendar year are treated as the same year.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  If the Cumulative Disparity
  Limit applies, the excess percentage under the formula will be reduced by
  multiplying the excess percentage (as adjusted under this subsection (3)) by
  a fraction (not less than zero), the numerator of which is 35 minus the sum
  of the years in (II) and (III) above, and the denominator of which is
  35.  

												


20










	
   
	
   
	
   
	
   
	
  (B)
	
  Unit
  Excess Benefit. In
  applying a Unit Excess Benefit formula, the projected Years of Participation
  taken into account under the formula may not exceed the Participant’s
  cumulative disparity years. For this purpose, the Participant’s cumulative
  disparity years equal 35 minus: (I) the years the Participant benefited or is
  treated as having benefited under this Plan prior to the Participant’s first
  Year of Participation, and (II) the years credited to the Participant for
  allocation or accrual purposes under one or more qualified plans or
  simplified employee pension plans (whether or not terminated) ever maintained
  by the Employer other than years counted in (I) above or counted toward a
  Participant’s projected Years of Participation. For purposes of determining
  the Participant’s cumulative disparity years, all years ending in the same
  calendar year are treated as the same year. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (C)
	
  Flat
  Offset Benefit. In
  applying a Flat Offset Benefit formula, if a Participant’s cumulative
  disparity years exceed 35, the gross percentage and offset percentage under
  the formula will be reduced as provided below. For this purpose, a
  Participant’s cumulative disparity years consist of: (I) the Participant’s
  projected Years of Participation (up to 35); (II) any years the Participant
  benefited (or is treated as having benefited) under this Plan prior to the
  Participant’s first Year of Participation; and (III) any years credited to
  the Participant for allocation or accrual purposes under one or more
  qualified plans or simplified employee pension plans (whether or not
  terminated) ever maintained by the Employer (other than years counted in (I)
  or (II) above). For purposes of determining the Participant’s cumulative disparity
  years, all years ending in the same calendar year are treated as the same
  year. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
  If the Cumulative Disparity
  Limit applies, the offset percentage will be reduced by multiplying such
  percentage by a fraction (not less than 0), the numerator of which is 35
  minus the sum of the years in (II) and (III) above, and the denominator of
  which is 35. The gross benefit percentage will be reduced by the number of
  percentage points by which the offset percentage is reduced.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (D)
	
  Unit
  Offset Benefit. In
  applying a Unit Offset Benefit formula, the Years of Participation taken into
  account under the formula may not exceed the Participant’s cumulative
  disparity years. For this purpose, the Participant’s cumulative disparity
  years equal 35 minus: (I) the years the Participant benefited or is treated
  as having benefited under this Plan prior to the Participant’s first Year of
  Participation, and (II) the years credited to the Participant for allocation
  or accrual purposes under one or more qualified plans or simplified employee
  pension plans (whether or not terminated) ever maintained by the Employer
  other than years counted in (I) above or counted toward a Participant’s
  projected Years of Service. For purposes of determining the Participant’s
  cumulative disparity years, all years ending in the same calendar year are
  treated as the same year.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Definitions. The following
  definitions apply for purposes of applying the benefit formulas described
  under this Section 2.5. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Average
  Compensation. The
  average of a Participant’s annual Included Compensation during the Averaging
  Period, as designated in Part 3, #11 of the Agreement. If no modifications
  are made to the definition of Average Compensation under Part 3, #11, Average
  Compensation is the average of the Participant’s annual Included Compensation
  for the three (3) consecutive Plan Years during the Participant’s entire
  employment history which produce the highest average.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Averaging
  Period. Unless the
  Employer elects otherwise under Part 3, #11.a. of the Agreement, the
  Averaging Period for determining a Participant’s Average Compensation is made
  up of the three (3) consecutive Measuring Periods during the Participant’s
  Employment Period which results in the highest Average Compensation. The
  Employer may elect under Part 3, #11.a. to apply an alternative Averaging
  Period which is greater than three (3) consecutive Measuring Periods, may
  elect to take into account the highest Average Compensation over a period of
  nonconsecutive Measuring Periods, or may elect to take into account all
  Measuring Periods during the Participant’s Employment Period.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Measuring
  Period. Unless the
  Employer elects otherwise under Part 3, #11.b. of the Agreement, the
  Measuring Period for determining Average Compensation is the Plan Year. (If
  the Plan has a short Plan Year, Average Compensation is based on Included



21










	
   
	
   
	
   
	
   
	
  Compensation earned during
  the 12-month period ending on the last day of the short Plan Year.) The
  Employer may elect under Part 3, #11.b. to apply an alternative Measuring
  Period for determining Average Compensation based on the calendar year or any
  other designated 12-month period. Alternatively, the Employer may elect to
  use calendar months as the Measuring Periods. If monthly Measuring Periods
  are selected under Part 3, #11.b., the Averaging Period designated under Part
  3, #11.a. must be at least 36 months. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  Employment
  Period. Unless the
  Employer elects otherwise under Part 3, #11.c. of the Agreement, the
  Employment Period used to determine Average Compensation is the Participant’s
  entire employment period with the Employer. Instead of measuring Average
  Compensation over a Participant’s entire period of employment, the Employer
  may elect under Part 3, #11.c. to use Averaging Periods only during the
  period following the Participant’s original Entry Date (as determined under
  Part 2 of the Agreement) or any other specified period. If the Employer
  elects an alternative Employment Period under Part 3, #11.c., such Employment
  Period must end in the current Plan Year and may not be shorter than the
  Averaging Period selected in Part 3, #11.a. (or the Participant’s entire
  period of employment, if shorter).

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  Drop-out
  years. Unless
  elected otherwise under Part 3, #11.d. of the Agreement, all Measuring
  Periods within a Participant’s Employment Period are included for purposes of
  determining Average Compensation. The Employer may elect under Part 3, #11.d.
  to exclude the Measuring Period in which the Participant terminates
  employment or any Measuring Period during which a Participant does not
  complete a designated number of Hours of Service. If the Employer elects to
  apply an Hour of Service requirement under Part 3, #11.d.(2), the designated
  Hours of Service required for any particular Participant may not exceed 75%
  of the Hours of Service that an Employee working full-time in the same job
  category as the Participant would earn during the Measuring Period.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  In determining whether the
  Measuring Periods within an Averaging Period are consecutive (see subsection
  (i) above), any Measuring Period excluded under this subsection (iv) will be
  disregarded.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Covered
  Compensation. For
  purposes of applying an Integrated Benefit Formula, a Participant’s Covered
  Compensation for the Plan Year is the average of the Taxable Wage Bases in
  effect for each calendar year during the 35-year period ending on the last
  day of the calendar year in which the Participant attains (or will attain)
  his/her Social Security Retirement Age. In determining a Participant’s
  Covered Compensation, the Taxable Wage Base in effect as of the beginning of
  the Plan Year is assumed to remain constant for all future years. If a
  Participant is 35 or more years away from his/her Social Security Retirement
  Age, the Participant’s Covered Compensation is the Taxable Wage Base in
  effect as of the beginning of the Plan Year. A Participant’s Covered
  Compensation remains constant for Plan Years beginning after the calendar
  year in which the Participant attains Social Security Retirement Age.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  Unless elected otherwise
  under Part 4, #14.d.(2) of the Agreement, a Participant’s Covered
  Compensation must be adjusted every Plan Year to reflect the Taxable Wage
  Base in effect for such year. The Employer may designate under Part 4,
  #14.d.(2)(a) to use Covered Compensation for a Plan Year earlier than the
  current Plan Year. Such earlier Plan Year may not be more than 5 years before
  the current Plan Year. For the sixth Plan Year following the Plan Year used
  to calculate Covered Compensation (as determined under this sentence),
  Covered Compensation will be adjusted using Covered Compensation for the
  prior Plan Year. Covered Compensation will not be adjusted for Plan Years
  prior to the sixth Plan Year following the Plan Year used to calculate
  Covered Compensation. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  In determining a
  Participant’s Covered Compensation, the Employer may elect under Part 4,
  #14.d.(2)(b) to apply the rounded Covered Compensation tables issued by the
  IRS instead of using the applicable Taxable Wage Bases of the Participant. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Excess
  Compensation. Excess
  Compensation is used for purposes of determining a Participant’s Normal
  Retirement Benefit under an Excess Benefit Formula. A Participant’s Excess
  Compensation is the excess (if any) of the Participant’s Average Compensation
  over the Integration Level.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  Integration
  Level. The
  Integration Level under the Plan is used for determining the Excess
  Compensation or Offset Compensation used to determine a Participant’s Stated
  Benefit under the Plan. The Employer may elect under Part 4, #14.d.(1)(a) of
  the Agreement to use a Participant’s Covered Compensation for the Plan Year
  as the Integration Level. Alternatively, the Employer may 



22










	
   
	
   
	
   
	
  elect under Parts 4,
  #14.d.(1)(b) – (e) to apply an alternative Integration Level under the Plan.
  (See subsection (c)(3)(iii) above for special rules that apply if the
  Employer elects an alternative Integration Level.)

	
   
	
   
	
   
	
   

	
   
	
   
	
  (5)
	
  Offset
  Compensation. A
  Participant’s Offset Compensation is used to determine a Participant’s Stated
  Benefit under an Offset Benefit formula. Unless modified under Part 3, #12 of
  the Agreement, Offset Compensation is the average of a Participant’s annual
  Included Compensation over the three (3) consecutive Plan Years ending with
  the current Plan Year. A Participant’s Offset Compensation is taken into
  account only to the extent it does not exceed the Integration Level under the
  Plan. For purposes of determining a Participant’s Offset Compensation,
  Included Compensation which exceeds the Taxable Wage Base in effect for the
  beginning of a Measuring Period will not be taken into account.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Measuring
  Period. Unless
  elected otherwise under Part 3, #12.a. of the Agreement, Offset Compensation
  is determined based on Included Compensation earned during the Plan Year (or
  the 12-month period ending on the last day of the Plan Year for a short Plan
  Year). Instead of using Plan Years, the Employer may elect under Part 3,
  #12.a. to determine Offset Compensation over the 3-year period ending with or
  within the current Plan Year based on calendar years or any other designated
  12-month period.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Drop-out
  years. Unless
  elected otherwise under Part 3, #12.b. of the Agreement, Offset Compensation
  is determined based on the three consecutive Measuring Periods ending with or
  within the current Plan Year. The Employer may elect under Part 3, #12.b. to
  disregard the Measuring Period in which a Participant terminates employment
  for purposes of determining Offset Compensation.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (6)
	
  Social
  Security Retirement Age. An Employee’s retirement age as determined under Section 230 of the
  Social Security Retirement Act. For a Participant who attains age 62 before
  January 1, 2000 (i.e., born before January 1, 1938), the Participant’s Social
  Security Retirement Age is 65. For a Participant who attains age 62 after
  December 31, 1999, and before January 1, 2017 (i.e., born after December 31,
  1937, but before January 1, 1955), the Participant’s Social Security
  Retirement Age is 66. For a Participant attaining age 62 after December 31,
  2016 (i.e., born after December 31, 1954), the Participant’s Social Security
  Retirement Age is 67. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (7)
	
  Stated
  Benefit. The amount
  determined in accordance with the benefit formula selected in Part 4 of the
  Agreement, payable annually as a Straight Life Annuity commencing at Normal
  Retirement Age (or current age, if later). (See subsection (a) above.) 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (8)
	
  Straight
  Life Annuity. An
  annuity payable in equal installments for the life of the Participant that
  terminates upon the Participant’s death. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (9)
	
  Taxable
  Wage Base. Taxable
  Wage Base is the contribution and benefit base under Section 230 of the
  Social Security Retirement Act at the beginning of the Plan Year. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (10)
	
  Year of
  Participation. For
  purposes of determining a Participant’s Stated Benefit under the Plan, a
  Participant’s Years of Participation are defined under Part 4, #14.a. of the
  Agreement. (See subsection (a) above for rules regarding the determination of
  a Participant’s projected Years of Participation.)

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  The Employer may elect
  under Part 4, #14.a.(1) to define an Employee’s Years of Participation as
  each Plan Year during which the Employee satisfies the allocation conditions designated
  under Part 4, #15 of the Agreement (see Section 2.6 below), including Plan
  Years prior to the Employee’s becoming an Eligible Participant under the
  Plan. Alternatively, the Employer may elect under Part 4, #14.a.(2) of the
  Agreement to define an Employee’s Years of Participation as each Plan Year
  during which the Employee satisfies the allocation conditions designated
  under Part 4, #15 of the Agreement (see Section 2.6 below), taking into
  account only Plan Years during which the Employee is an Eligible Participant.
  The Employer may elect under Part 4, #14.a.(3) to disregard any Year of
  Participation completed prior to a date designated under the Agreement. 

	
   
	
   
	
   
	
   

	
  2.6
	
  Allocation
  Conditions. In order to receive an allocation of Employer Contributions (other
  than Section 401(k) Deferrals and Safe Harbor Contributions), an Eligible
  Participant must satisfy any allocation conditions designated under Part 4,
  #15 of the Agreement with respect to such contributions. (Similar allocation
  conditions apply under Part 4B, #19 of the 401(k) Agreement for Employer
  Matching Contributions and Part 4C, #24 of the 401(k) Agreement for Employer
  Nonelective Contributions.) Under the Nonstandardized Agreements, the
  imposition of an allocation condition may cause the Plan to fail the minimum
  coverage requirements under Code §410(b), unless the only allocation
  condition under the Plan is a safe harbor allocation condition. (Under the
  Standardized Agreements, the only 



23










	
   
	
  allocation condition
  permitted is a safe harbor allocation condition. But see (b) below for a
  special rule upon plan termination.)

	
   
	
   

	
   
	
  (a)
	
  Safe
  harbor allocation condition. Under the safe harbor allocation condition
  under Part 4, #15.b. of the Nonstandardized Agreement [Part 4B, #19.b. and
  Part 4C, #24.b. of the Nonstandardized 401(k) Agreement], the Employer may
  elect to require an Eligible Participant to be employed on the last day of
  the Plan Year or to complete more than a specified number of Hours of Service
  (not to exceed 500) during the Plan Year to receive an allocation of Employer
  Contributions (other than Section 401(k) Deferrals or Safe Harbor
  Contributions) under the Plan. Under this safe harbor allocation condition,
  an Eligible Participant whose employment terminates before he/she completes the
  designated Hours of Service is not entitled to an allocation of Employer
  Contributions subject to such allocation condition. However, if an Eligible
  Participant completes at least the designated Hours of Service during a Plan
  Year, the Participant is eligible for an allocation of such Employer
  Contributions, even if the Participant’s employment terminates during the
  Plan Year. 

	
   
	
   
	
   

	
   
	
   
	
  The imposition of the safe
  harbor allocation condition will not cause the Plan to fail the minimum
  coverage requirements under Code §410(b) because Participants who are
  excluded from participation solely as a result of the safe harbor allocation
  condition are excluded from the coverage test. Except as provided under
  subsection (b) below, the safe harbor allocation condition is the only
  allocation condition that may be used under the Standardized Agreement. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Application
  of last day of employment rule for money purchase and target benefit Plans in
  year of termination. The Employer may elect under Part 4, #15.c.
  of the money purchase or target benefit plan Nonstandardized Agreement to
  require an Eligible Participant to be employed on the last day of the Plan
  Year to receive an Employer Contribution under the Plan. Regardless of
  whether the Employer elects to apply a last day of employment condition under
  the money purchase or target benefit plan Agreement, in any Plan Year during
  which a money purchase or target benefit Plan is terminated, the last day of
  employment condition applies. Any unallocated forfeitures under the Plan will
  be allocated in accordance with the contribution formula designated under
  Part 4 of the Agreement to each Eligible Participant who completes at least
  one Hour of Service during the Plan Year. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Elapsed
  Time Method. The Employer may elect under Part 4, #15.e. of the Nonstandardized
  Agreement [Part 4B, #19.e. and Part 4C, #24.e. of the Nonstandardized 401(k)
  Agreement] to apply the allocation conditions using the Elapsed Time Method.
  Under the Elapsed Time Method, instead of requiring the completion of a
  specified number of Hours of Service, the Employer may require an Employee to
  be employed with the Employer for a specified number of consecutive days. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Safe
  harbor allocation condition. The Employer may elect under Part 4, #15.e.(1) of the Agreement [Part
  4B, #19.e.(1) and/or Part 4C, #24.e.(1) of the Nonstandardized 401(k)
  Agreement] to apply the safe harbor allocation condition (as described in
  subsection (a) above) using the Elapsed Time Method. Under the safe harbor
  Elapsed Time Method, a Participant who terminates employment with less than a
  specified number of consecutive days of employment (not more than 91 days)
  during the Plan Year will not be entitled to an allocation of the designated
  Employer Contributions. The use of the safe harbor allocation condition under
  the Elapsed Time Method provides the same protection from coverage as
  described in subsection (a) above.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Service
  condition.
  Alternatively, the Employer may elect under Part 4, #15.e.(2) of the Nonstandardized
  Agreement [Part 4B, #19.e.(2) and/or Part 4C, #24.e.(2) of the
  Nonstandardized 401(k) Agreement] to require an Employee to complete a
  specified number of consecutive days of employment (not exceeding 182) to
  receive an allocation of the designated Employer Contributions.

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Special
  allocation condition for Employer Matching Contributions under
  Nonstandardized 401(k) Agreement. The Employer may elect under Part 4B,
  #19.f. of the Nonstandardized 401(k) Agreement to require as a condition for receiving
  an Employer Matching Contribution that a Participant not withdraw the
  underlying applicable contributions being matched prior to the end of the
  period for which the Employer Matching Contribution is being made. Thus, for
  example, if the Employer elects under Part 4B, #17.a. of the Nonstandardized
  401(k) Agreement to apply the matching contribution formula on the basis of
  the Plan Year quarter, a Participant would not be entitled to an Employer
  Matching Contribution with respect to any applicable contributions
  contributed during a Plan Year quarter to the extent such applicable
  contributions are withdrawn prior to the end of the Plan Year quarter during
  which they are contributed. A Participant could take a distribution of
  applicable contributions that were contributed for a prior period without
  losing eligibility for a current Employer Matching Contribution. This
  subsection (d) will not prevent a Participant from receiving an Employer
  Matching Contribution merely because the Participant takes a loan (as
  permitted under Article 14) from matched contributions. 



24










	
   
	
  (e)
	
  Application
  to designated period. The Employer may elect under Part 4, #15.f.
  of the Nonstandardized Agreement [Part 4B, #19.g. and Part 4C, #24.f. of the
  Nonstandardized 401(k) Agreement] to apply any allocation condition(s)
  selected under the Agreement on the basis of the period designated under Part
  4, #14.a.(1) of the Nonstandardized Agreement [Part 4B, #17.a. or Part 4C,
  #23.a.(1) of the Nonstandardized 401(k) Agreement]. If this subsection (e)
  applies to any allocation condition(s) under the Plan, the following
  procedural rules apply. (This subsection (e) does not apply to the target
  benefit plan Agreement. See subsection (3) for rules applicable to the
  Standardized Agreements.) 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Last day
  of employment requirement. If the Employer elects under Part 4, #15.f. of the Nonstandardized
  Agreement [Part 4B, #19.g. or Part 4C, #24.f. of the Nonstandardized 401(k)
  Agreement] to apply the allocation conditions on the basis of designated
  periods and the Employer elects to apply a last day of employment condition
  under Part 4, #15.c. of the Nonstandardized Agreement [Part 4B, #19.c. or
  Part 4C, #24.c. of the Nonstandardized 401(k) Agreement], an Eligible
  Participant will be entitled to receive an allocation of Employer
  Contributions for the period designated under Part 4, #14.a.(1) of the
  Nonstandardized Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of the
  Nonstandardized 401(k) Agreement] only if the Eligible Participant is employed
  with the Employer on the last day of such period. If an Eligible Participant
  terminates employment prior to end of the designated period, no Employer
  Contribution will be allocated to that Eligible Participant for such period.
  Nothing in this subsection (1) will cause an Eligible Participant to lose
  Employer Contributions that were allocated for a period prior to the period
  in which the individual terminates employment.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Hours of
  Service condition.
  If the Employer elects to apply the allocation conditions on the basis of
  specified periods under Part 4, #15.f. of the Agreement [Part 4B, #19.g. or
  Part 4C, #24.f. of the Nonstandardized 401(k) Agreement], and elects to apply
  an Hours of Service condition under Part 4, #15.d. of the Nonstandardized
  Agreement [Part 4B, #19.d. or Part 4C, #24.d. of the Nonstandardized 401(k)
  Agreement], an Eligible Participant will be entitled to receive an allocation
  of Employer Contributions for the period designated under Part 4, #14.a.(1)
  of the Nonstandardized Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of
  the Nonstandardized 401(k) Agreement] only if the Eligible Participant
  completes the required Hours of Service before the last day of such period.
  In applying the fractional method under subsection (i) or the
  period-by-period method under subsection (ii), an Eligible Participant who
  completes a sufficient number of Hours of Service for the Plan Year to earn a
  Year of Service under the Plan will be entitled to a full contribution for
  the Plan Year, as if the Eligible Participant satisfied the Hours of Service
  condition for each designated period. A catch-up contribution may be required
  for such Participants. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Fractional
  method. The Employer
  may elect under Part 4, #15.f.(1) of the Nonstandardized Agreement [Part 4B,
  #19.g.(1) or Part 4C, #24.f.(1) of the Nonstandardized 401(k) Agreement] to
  apply the Hours of Service condition on the basis of specified period using
  the fractional method. Under the fractional method, the required Hours of
  Service for any period are determined by multiplying the Hours of Service
  required under Part 4, #15.d. of the Nonstandardized Agreement [Part 4B,
  #19.d. or Part 4C, #24.d. of the Nonstandardized 401(k) Agreement] by a
  fraction, the numerator of which is the total number of periods completed
  during the Plan Year (including the current period) and the denominator of
  which is the total number of periods during the Plan Year. Thus, for example,
  if the Employer applies a 1,000 Hours of Service condition to receive an Employer
  Matching Contribution and elects to apply such condition on the basis of Plan
  Year quarters, an Eligible Participant would have to complete 250 Hours of
  Service by the end of the first Plan Year quarter [1/4 x 1,000], 500 Hours of
  Service by the end of the second Plan Year quarter [2/4 x 1,000], 750 Hours
  of Service by the end of the third Plan Year quarter [3/4 x 1,000] and 1,000
  Hours of Service by the end of the Plan Year [4/4 x 1,000] to receive an
  allocation of the Employer Matching Contribution for such period. If an
  Eligible Participant does not complete the required Hours of Service for any
  period during the Plan Year, no Employer Contribution will be allocated to
  that Eligible Participant for such period. However, if an Eligible
  Participant completes the required Hours of Service under Part 4, #15.d. for
  the Plan Year, such Participant will receive a full contribution for the Plan
  Year as if the Participant satisfied the Hours of Service conditions for each
  period during the year. Nothing in this subsection (i) will cause an Eligible
  Participant to lose Employer Contributions that were allocated for a period
  during which the Eligible Participant completed the required Hours of Service
  for such period.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Period-by-period
  method. The Employer
  may elect under Part 4, #15.f.(2) of the Nonstandardized Agreement [Part 4B,
  #19.g.(2) or Part 4C, #24.f.(2) of the Nonstandardized 401(k) Agreement] to
  apply the Hours of Service condition on the basis of specified period using
  the period-by-period method. Under the period-by-period 



25










	
   
	
   
	
   
	
   
	
  method, the required Hours
  of Service for any period are determined separately for such period. The
  Hours of Service required for any specific period are determined by
  multiplying the Hours of Service required under Part 4, #15.d. of the
  Nonstandardized Agreement [Part 4B, #19.d. or Part 4C, #24.d. of the
  Nonstandardized 401(k) Agreement] by a fraction, the numerator of which is
  one (1) and the denominator of which is the total number of periods during
  the Plan Year. Thus, for example, if the Employer applies a 1,000 Hours of
  Service condition to receive an Employer Matching Contribution and elects to
  apply such condition on the basis of Plan Year quarters, an Eligible
  Participant would have to complete 250 Hours of Service in each Plan Year
  quarter [1/4 x 1,000] to receive an allocation of the Employer Matching
  Contribution for such period. If an Eligible Participant does not complete
  the required Hours of Service for any period during the Plan Year, no Employer
  Contribution will be allocated to that Eligible Participant for such period.
  However, if an Eligible Participant completes the required Hours of Service
  under Part 4, #15.d. for the Plan Year, such Participant will receive a full
  contribution for the Plan Year as if the Participant satisfied the Hours of
  Service conditions for each period during the year. Nothing in this
  subsection (ii) will cause an Eligible Participant to lose Employer
  Contributions that were allocated for a period during which the Eligible
  Participant completed the required Hours of Service for such period.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Safe
  harbor allocation condition. If the Employer elects to apply the allocation conditions on the
  basis of specified periods under Part 4, #15.f. of the Nonstandardized
  Agreement [Part 4B, #19.g. or Part 4C, #24.f. of the Nonstandardized 401(k)
  Agreement] and elects to apply the safe harbor allocation condition under
  Part 4, #15.b. of the Nonstandardized Agreement [Part 4B, #19.b. or Part 4C,
  #24.b. of the Nonstandardized 401(k) Agreement], the rules under subsection
  (1) above will apply, without regard to the rules under subsection (2) above.
  Thus, an Eligible Employee who terminates during a period designated under
  Part 4, #14.a.(1) of the Nonstandardized Agreement [Part 4B, #17.a. or Part
  4C, #23.a.(1) of the Nonstandardized 401(k) Agreement] will not receive an
  allocation of Employer Contributions for such period if the Eligible
  Participant has not completed the Hours of Service designated under Part 4,
  #15.b. of the Nonstandardized Agreement [Part 4B, #19.b. or Part 4C, #24.b.
  of the Nonstandardized 401(k) Agreement]. Nothing in this subsection (3) will
  cause an Eligible Participant to lose Employer Contributions that were
  allocated for a period prior to the period in which the individual terminates
  employment. (This subsection (3) also applies if the Employer elects to apply
  the safe harbor allocation condition on the basis of specified periods under
  Part 4, #15.c. of the Standardized Agreement [Part 4B, #19.c. or Part 4C,
  #22.c. of the Standardized 401(k) Agreement].) 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  Elapsed
  Time Method. The
  election to apply the allocation conditions on the basis of specified periods
  does not apply to the extent the Elapsed Time Method applies under Part 4,
  #15.e. of the Nonstandardized Agreement [Part 4B, #19.e. or Part 4C, #24.e.
  of the Nonstandardized 401(k) Agreement]. If an Employer elects to apply the
  allocation conditions on the basis of specified periods and elects to apply
  the Elapsed Time Method, an Eligible Employee will be entitled to an
  allocation of Employer Contributions if such Eligible Participant is employed
  as of the last day of such period, without regard to the number of
  consecutive days in such period. Thus, in effect, the Elapsed Time Method
  will only apply to prevent an allocation of Employer Contributions for the
  last designated period in the Plan Year, if the Eligible Participant has not
  completed the consecutive days required under Part 4, #15.e. of the
  Nonstandardized Agreement [Part 4B, #19.e. or Part 4C, #24.e. of the
  Nonstandardized 401(k) Agreement] by the end of the Plan Year. The last day
  of employment rules subsection (1) above still may apply (to the extent
  applicable) for periods during which the Eligible Participant terminates
  employment. 

	
   
	
   
	
   
	
   

	
  2.7
	
  Fail-Safe
  Coverage Provision. If the Employer has elected to apply a last day of the Plan Year
  allocation condition and/or an Hours of Service allocation condition under a
  Nonstandardized Agreement, the Employer may elect under Part 13, #56 of the
  Nonstandardized Agreement [Part 13, #74 of the Nonstandardized 401(k)
  Agreement] to apply the Fail-Safe Coverage Provision. Under the Fail-Safe
  Coverage Provision, if the Plan fails to satisfy the ratio percentage
  coverage requirements under Code §410(b) for a Plan Year due to the
  application of a last day of the Plan Year allocation condition and/or an
  Hours of Service allocation condition, such allocation condition(s) will be
  automatically eliminated for the Plan Year for certain otherwise Eligible Participants,
  under the process described in subsections (a) through (d) below, until
  enough Eligible Participants are benefiting under the Plan so that the ratio
  percentage test of Treasury Regulation §1.410(b)-2(b)(2) is satisfied. 

	
   
	
   

	
   
	
  If the Employer elects to
  have the Fail-Safe Coverage Provision apply, such provision automatically
  applies for any Plan Year for which the Plan does not satisfy the ratio
  percentage coverage test under Code §410(b). (Except as provided in the
  following paragraph, the Plan may not use the average benefits test to comply
  with the minimum coverage requirements if the Fail-Safe Coverage Provision is
  elected.) The Plan satisfies the ratio percentage test if the percentage of
  the Nonhighly Compensated Employees under the Plan is at least 70% of the
  percentage of the Highly 



26










	
   
	
  Compensated Employees who
  benefit under the Plan. An Employee is benefiting for this purpose only if
  he/she actually receives an allocation of Employer Contributions or
  forfeitures or, if testing coverage of a 401(m) arrangement (i.e., a Plan
  that provides for Employer Matching Contributions and/or Employee After-Tax
  Contributions), the Employee would receive an allocation of Employer Matching
  Contributions by making the necessary contributions or the Employee is
  eligible to make Employee After-Tax Contributions. To determine the
  percentage of Nonhighly Compensated Employees or Highly Compensated Employees
  who are benefiting, the following Employees are excluded for purposes of
  applying the ratio percentage test: (i) Employees who have not satisfied the
  Plan’s minimum age and service conditions under Section 1.4; (ii) Nonresident
  Alien Employees; (iii) Union Employees; and (iv) Employees who terminate
  employment during the Plan Year with less than 501 Hours of Service and do
  not benefit under the Plan.

	
   
	
   

	
   
	
  Under the Fail-Safe
  Coverage Provision, certain otherwise Eligible Participants who are not
  benefiting for the Plan Year as a result of a last day of the Plan Year
  allocation condition or an Hours of Service allocation condition will
  participate under the Plan based on whether such Participants are Category 1
  Employees or Category 2 Employees. Alternatively, the Employer may elect
  under Part 13, #56.b.(2) of the Nonstandardized Agreement [Part 13, #74.b.(2)
  of the Nonstandardized 401(k) Agreement] to apply the special Fail-Safe
  Coverage Provision described in (d) below which eliminates the allocation
  conditions for otherwise Eligible Participants with the lowest Included
  Compensation. If after applying the Fail-Safe Coverage Provision, the Plan
  does not satisfy the ratio percentage coverage test, the Fail-Safe Coverage
  Provision does not apply, and the Plan may use any other available method
  (including the average benefit test) to satisfy the minimum coverage
  requirements under Code §410(b). 

	
   
	
   

	
   
	
  (a)
	
  Top-Heavy
  Plans. Unless provided otherwise under Part 13, #56.b.(1) of the
  Nonstandardized Agreement [Part 13, #74.b.(1) of the Nonstandardized 401(k)
  Agreement], if the Plan is a Top-Heavy Plan, the Hours of Service allocation
  condition will be eliminated for all Non-Key Employees who are Nonhighly
  Compensated Employees, prior to applying the Fail-Safe Coverage Provisions
  under subsections (b) and (c) or (d) below.

	
   
	
   
	
   

	
   
	
  (b)
	
  Category 1
  Employees - Otherwise Eligible Participants (who are
  Nonhighly Compensated Employees) who are still employed by the Employer on
  the last day of the Plan Year but who failed to satisfy the Plan’s Hours of
  Service condition.
  The Hours of Service allocation condition will be eliminated for Category 1
  Employees (who did not receive an allocation under the Plan due to the Hours
  of Service allocation condition) beginning with the Category 1 Employee(s)
  credited with the most Hours of Service for the Plan Year and continuing with
  the Category 1 Employee(s) with the next most Hours of Service until the
  ratio percentage test is satisfied. If two or more Category 1 Employees have
  the same number of Hours of Service, the allocation condition will be
  eliminated for those Category 1 Employees starting with the Category 1
  Employee(s) with the lowest Included Compensation. If the Plan still fails to
  satisfy the ratio percentage test after all Category 1 Employees receive an
  allocation, the Plan proceeds to Category 2 Employees.

	
   
	
   
	
   

	
   
	
  (c)
	
  Category 2 Employees - Otherwise Eligible Participants (who are
  Nonhighly Compensated Employees) who terminated employment during the Plan
  Year with more than 500 Hours of Service. The last day of the Plan Year allocation
  condition will then be eliminated for Category 2 Employees (who did not
  receive an allocation under the Plan due to the last day of the Plan Year
  allocation condition) beginning with the Category 2 Employee(s) who
  terminated employment closest to the last day of the Plan Year and continuing
  with the Category 2 Employee(s) with a termination of employment date that is
  next closest to the last day of the Plan Year until the ratio percentage test
  is satisfied. If two or more Category 2 Employees terminate employment on the
  same day, the allocation condition will be eliminated for those Category 2
  Employees starting with the Category 2 Employee(s) with the lowest Included
  Compensation. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Special
  Fail-Safe Coverage Provision. Instead of applying the Fail-Safe Coverage
  Provision based on Category 1 and Category 2 Employees, the Employer may
  elect under Part 13, #56.b.(2) of the Nonstandardized Agreement [Part 13,
  #74.b.(2) of the Nonstandardized 401(k) Agreement] to eliminate the
  allocation conditions beginning with the otherwise Eligible Participant(s)
  (who are Nonhighly Compensated Employees and who did not terminate employment
  during the Plan Year with 500 Hours of Service or less) with the lowest
  Included Compensation and continuing with such otherwise Eligible
  Participants with the next lowest Included Compensation until the ratio
  percentage test is satisfied. If two or more otherwise Eligible Participants
  have the same Included Compensation, the allocation conditions will be
  eliminated for all such individuals.

	
   
	
   
	
   

	
  2.8
	
  Deductible
  Employee Contributions. The Plan Administrator will not accept
  deductible employee contributions that are made for a taxable year beginning
  after December 31, 1986. Contributions made prior to that date will be
  maintained in a separate Account which will be nonforfeitable at all times.
  The Account will share in the gains and losses under the Plan in the same
  manner as described in Section 13.4. No part of the deductible voluntary
  contribution Account will be used to purchase life insurance. Subject to the
  Joint and Survivor Annuity requirements under Article 9 (if applicable), the
  Participant may withdraw any part of the deductible voluntary contribution
  Account by making a written application to the Plan Administrator. 



27










	
  ARTICLE 3

  EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND
  TRANSFERS

  
	
   

	
  This Article provides the
  rules regarding Employee After-Tax Contributions, Rollover Contributions and
  transfers that may be made under this Plan. The Trustee has the authority
  under Article 12 to accept Rollover Contributions under this Plan and to
  enter into transfer agreements concerning the transfer of assets from another
  qualified retirement plan to this Plan, if so directed by the Plan
  Administrator. 

  
	
   

	
  3.1
	
  Employee
  After-Tax Contributions. The Employer may elect under Part 4D of the
  Nonstandardized 401(k) Agreement to allow Eligible Participants to make
  Employee After-Tax Contributions under the Plan. Employee After-Tax
  Contributions may only be made under the Nonstandardized 401(k) Agreement.
  Any Employee After-Tax Contributions made under this Plan are subject to the
  ACP Test outlined in Section 17.3. (Nothing under this Section precludes the
  holding of Employee After-Tax Contributions under a profit sharing plan or
  money purchase plan that were made prior to the adoption of this Prototype
  Plan.)

	
   
	
   

	
   
	
  The Employer may elect
  under Part 4D, #25 of the Nonstandardized 401(k) Agreement to impose a limit
  on the maximum amount of Included Compensation an Eligible Participant may
  contribute as an Employee After-Tax Contribution. The Employer may also elect
  under Part 4D, #26 of the Nonstandardized 401(k) Agreement to impose a
  minimum amount that an Eligible Participant may contribute to the Plan during
  any payroll period. 

	
   
	
   

	
   
	
  Employee After-Tax
  Contributions must be held in the Participant’s Employee After-Tax
  Contribution Account, which is always 100% vested. A Participant may withdraw
  amounts from his/her Employee After-Tax Contribution Account at any time, in
  accordance with the distribution rules under Section 8.5(a), except as
  prohibited under Part 10 of the Agreement. No forfeitures will occur solely
  as a result of an Employee’s withdrawal of Employee After-Tax Contributions. 

	
   
	
   

	
  3.2
	
  Rollover
  Contributions. An Employee may make a Rollover Contribution to this Plan from
  another “qualified retirement plan” or from a “conduit IRA,” if the
  acceptance of rollovers is permitted under Part 12 of the Agreement or if the
  Plan Administrator adopts administrative procedures regarding the acceptance
  of Rollover Contributions. Any Rollover Contribution an Employee makes to
  this Plan will be held in the Employee’s Rollover Contribution Account, which
  is always 100% vested. A Participant may withdraw amounts from his/her
  Rollover Contribution Account at any time, in accordance with the
  distribution rules under Section 8.5(a), except as prohibited under Part 10
  of the Agreement. 

	
   
	
   

	
   
	
  For purposes of this
  Section 3.2, a “qualified retirement plan” is any tax qualified retirement
  plan under Code §401(a) or any other plan from which distributions are
  eligible to be rolled over into this Plan pursuant to the Code, regulations,
  or other IRS guidance. A “conduit IRA” is an IRA that holds only assets that
  have been properly rolled over to that IRA from a qualified retirement plan
  under Code §401(a). To qualify as a Rollover Contribution under this Section,
  the Rollover Contribution must be transferred directly from the qualified
  retirement plan or conduit IRA in a Direct Rollover or must be transferred to
  the Plan by the Employee within sixty (60) days following receipt of the
  amounts from the qualified plan or conduit IRA. 

	
   
	
   

	
   
	
  If Rollover Contributions
  are permitted, an Employee may make a Rollover Contribution to the Plan even
  if the Employee is not an Eligible Participant with respect to any or all
  other contributions under the Plan, unless otherwise prohibited under
  separate administrative procedures adopted by the Plan Administrator. An
  Employee who makes a Rollover Contribution to this Plan prior to becoming an
  Eligible Participant shall be treated as a Participant only with respect to
  such Rollover Contribution Account, but shall not be treated as an Eligible
  Participant until he/she otherwise satisfies the eligibility conditions under
  the Plan. 

	
   
	
   

	
   
	
  The Plan Administrator may
  refuse to accept a Rollover Contribution if the Plan Administrator reasonably
  believes the Rollover Contribution (a) is not being made from a proper plan
  or conduit IRA; (b) is not being made within sixty (60) days from receipt of
  the amounts from a qualified retirement plan or conduit IRA; (c) could
  jeopardize the tax-exempt status of the Plan; or (d) could create adverse tax
  consequences for the Plan or the Employer. Prior to accepting a Rollover
  Contribution, the Plan Administrator may require the Employee to provide
  satisfactory evidence establishing that the Rollover Contribution meets the
  requirements of this Section. 

	
   
	
   

	
   
	
  The Plan Administrator may
  apply different conditions for accepting Rollover Contributions from
  qualified retirement plans and conduit IRAs. Any conditions on Rollover
  Contributions must be applied uniformly to all Employees under the Plan. 

	
   
	
   

	
  3.3
	
  Transfer
  of Assets. The Plan Administrator may direct the Trustee to accept a transfer of
  assets from another qualified retirement plan on behalf of any Employee, even
  if such Employee is not eligible to receive other contributions under the
  Plan. If a transfer of assets is made on behalf of an Employee prior to the
  Employee’s becoming an Eligible Participant, the Employee shall be treated as
  a Participant for all purposes with respect to such transferred amount. Any
  assets transferred to this Plan from another plan must be accompanied by
  written instructions designating the name of 



28










	
   
	
  each Employee for whose
  benefit such amounts are being transferred, the current value of such assets,
  and the sources from which such amounts are derived. The Plan Administrator
  will deposit any transferred assets in the appropriate Participant’s Transfer
  Account. The Transfer Account will contain any sub-Accounts necessary to
  separately track the sources of the transferred assets. Each sub-Account will
  be treated in the same manner as the corresponding Plan Account.

	
   
	
   

	
   
	
  The Plan Administrator may
  direct the Trustee to accept a transfer of assets from another qualified plan
  of the Employer in order to comply with the qualified replacement plan
  requirements under Code §4980(d) (relating to the excise tax on reversions
  from a qualified plan) without affecting the status of this Plan as a
  Prototype Plan. A transfer made pursuant to Code §4980(d) will be allocated
  as Employer Contributions either in the Plan Year in which the transfer
  occurs, or over a period of Plan Years (not exceeding the maximum period
  permitted under Code §4980(d)), as provided in the applicable transfer
  agreement. To the extent a transfer described in this paragraph is not
  totally allocable in the Plan Year in which the transfer occurs, the portion
  which is not allocable will be credited to a suspense account until allocated
  in accordance with the transfer agreement. 

	
   
	
   

	
   
	
  The Plan Administrator may
  refuse to accept a transfer of assets if the Plan Administrator reasonably
  believes the transfer (a) is not being made from a proper qualified plan; (b)
  could jeopardize the tax-exempt status of the Plan; or (c) could create
  adverse tax consequences for the Plan or the Employer. Prior to accepting a
  transfer of assets, the Plan Administrator may require evidence documenting
  that the transfer of assets meets the requirements of this Section. The Trustee
  will have no responsibility to determine whether the transfer of assets meets
  the requirements of this Section; to verify the correctness of the amount and
  type of assets being transferred to the Plan; or to perform any due diligence
  review with respect to such transfer. 

	
   
	
   

	
   
	
  (a)
	
  Protection
  of Protected Benefits. Except in the case of a Qualified Transfer
  (as defined in subsection (d) below), a transfer of assets is initiated at
  the Plan level and does not require Participant or spousal consent. If the Plan
  Administrator directs the Trustee to accept a transfer of assets to this
  Plan, the Participant on whose behalf the transfer is made retains all
  Protected Benefits that applied to such transferred assets under the
  transferor plan. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Transferee plan.
  Except in the case of a Qualified Transfer (as defined in subsection (d)), if
  the Plan Administrator directs the Trustee to accept a transfer of assets
  from another plan which is subject to the Joint and Survivor Annuity
  requirements under Code §401(a)(11), the amounts so transferred continue to
  be subject to such requirements, as provided in Article 9. If this Plan is
  not otherwise subject to the Qualified Joint and Survivor Annuity
  requirements (as determined under Part 11, #41.a. of the Agreement [Part 11,
  #59.a. of the 401(k) Agreement]), the Qualified Joint and Survivor Annuity
  requirements apply only to the amounts under the Transfer Account which are
  attributable to the amounts which were subject to the Qualified Joint and
  Survivor Annuity requirements under the transferor plan. The Employer may
  override this default rule by checking Part 11, #41.b. of the Agreement [Part
  11, #59.b. of the 401(k) Agreement] thereby subjecting the entire Plan to the
  Qualified Joint and Survivor Annuity Requirements. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Transfers
  from a Defined Benefit Plan, money purchase plan or 401(k) plan. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Defined
  Benefit Plan. The
  Plan Administrator will not direct the Trustee to accept a transfer of assets
  from a Defined Benefit Plan unless such transfer qualifies as a Qualified
  Transfer (as defined in subsection (d) below) or the assets transferred from
  the Defined Benefit Plan are in the form of paid-up annuity contracts which
  protect all the Participant’s Protected Benefits under the Defined Benefit Plan.
  (However, see the special rule under the second paragraph of Section 3.3
  above regarding transfers authorized under Code §4980(d).) 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Money
  purchase plan. If
  this Plan is a profit sharing plan or a 401(k) plan and the Plan
  Administrator directs the Trustee to accept a transfer of assets from a money
  purchase plan (other than as a Qualified Transfer as defined in subsection
  (d) below), the amounts transferred (and any gains attributable to such
  transferred amounts) continue to be subject to the distribution restrictions
  applicable to money purchase plan assets under the transferor plan. Such
  amounts may not be distributed for reasons other than death, disability,
  attainment of Normal Retirement Age, or termination of employment, regardless
  of any distribution provisions under this Plan that would otherwise permit a
  distribution prior to such events.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  401(k)
  plan. If the Plan
  Administrator directs the Trustee to accept a transfer of Section 401(k)
  Deferrals, QMACs, QNECs, or Safe Harbor Contributions from a 401(k) plan,
  such amounts retain their character under this Plan and such amounts
  (including any allocable gains or losses) remain subject to the distribution
  restrictions applicable to such amounts under the Code. 

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Qualified Transfer. The Plan may eliminate certain Protected Benefits (as provided under
  subsection (3) below) related to plan assets that are received in a Qualified
  Transfer from another plan. A Qualified Transfer 



29










	
   
	
   
	
  is a plan-to-plan transfer
  of a Participant’s benefits that meets the requirements under subsection (1)
  or (2) below.

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Elective
  transfer. A
  plan-to-plan transfer of a Participant’s benefits from another qualified
  plans is a Qualified Transfer if such transfer satisfies the following requirements.
  

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  The Participant must have
  the right to receive an immediate distribution of his/her benefits under the
  transferor plan at the time of the Qualified Transfer. For transfers that
  occur on or after January 1, 2002, the Participant must not be eligible at
  the time of the Qualified Transfer to take an immediate distribution of
  his/her entire benefit in a form that would be entirely eligible for a Direct
  Rollover. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  The Participant on whose
  behalf benefits are being transferred must make a voluntary, fully informed
  election to transfer his/her benefits to this Plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  The Participant must be
  provided an opportunity to retain the Protected Benefits under the transferor
  plan. This requirement is satisfied if the Participant is given the option to
  receive an annuity that protects all Protected Benefits under the transferor
  plan or the option of leaving his/her benefits in the transferor plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  The Participant’s spouse
  must consent to the Qualified Transfer if the transferor plan is subject to
  the Joint and Survivor Annuity requirements under Article 9. The spouse’s
  consent must satisfy the requirements for a Qualified Election under Section
  9.4(d). 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (v)
	
  The amount transferred
  (along with any contemporaneous Direct Rollover) must not be less than the
  value of the Participant’s vested benefit under the transferor plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (vi)
	
  The Participant must be
  fully vested in the transferred benefit. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Transfer
  upon specified events.
  For transfers that occur on or after September 6, 2000, a plan-to-plan
  transfer of a Participant’s entire benefit (other than amounts the Plan
  accepts as a Direct Rollover) from another Defined Contribution Plan that is
  made in connection with an asset or stock acquisition, merger, or other
  similar transaction involving a change in the Employer or is made in
  connection with a Participant’s change in employment status that causes the
  Participant to become ineligible for additional allocations under the transferor
  plan, is a Qualified Transfer if such transfer satisfies the following
  requirements: 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  The Participant need not be
  eligible for an immediate distribution of his/her benefits under the
  transferor plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  The Participant on whose
  behalf benefits are being transferred must make a voluntary, fully informed
  election to transfer his/her benefits to this Plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  The Participant must be
  provided an opportunity to retain the Protected Benefits under the transferor
  plan. This requirement is satisfied if the Participant is given the option to
  receive an annuity that protects all Protected Benefits under the transferor
  plan or the option of leaving his/her benefits in the transferor plan. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  The benefits must be
  transferred between plans of the same type. To satisfy this requirement, the
  transfer must satisfy the following requirements. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  To accept a Qualified
  Transfer under this subsection (2) from a money purchase plan, this Plan also
  must be a money purchase plan. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  To accept a Qualified
  Transfer under this subsection (2) from a 401(k) plan, this Plan also must be
  a 401(k) plan. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (C)
	
  To accept a
  Qualified Transfer under this subsection (2) from a profit sharing plan, this
  Plan may be any type of Defined Contribution Plan. 



30









	
   
	
   
	
  (3)
	
  Treatment of Qualified Transfer.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Rollover Contribution Account. If the Plan
  Administrator directs the Trustee to accept on behalf of a Participant a
  transfer of assets that qualifies as a Qualified Transfer, the Plan
  Administrator will treat such amounts as a Rollover Contribution and will
  deposit such amounts in the Participant’s Rollover Contribution Account. A
  Qualified Transfer may include benefits derived from Employee After-Tax
  Contributions.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Elimination of Protected Benefits. If the
  Plan accepts a Qualified Transfer, the Plan does not have to protect any
  Protected Benefits derived from the transferor plan. However, if the Plan
  accepts a Qualified Transfer that meets the requirements for a transfer under
  subsection (2) above, the Plan must continue to protect the QJSA benefit if
  the transferor plan is subject to the QJSA requirements.

	
   
	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Trustee’s right to refuse transfer. If the assets to be transferred to the Plan under this Section
  3.3 are not susceptible to proper valuation and identification or are of such
  a nature that their valuation is incompatible with other Plan assets, the
  Trustee may refuse to accept the transfer of all or any specific asset, or
  may condition acceptance of the assets on the sale or disposition of any
  specific asset.




31










ARTICLE 4

PARTICIPANT VESTING


This Article contains the rules for determining the vested
(nonforfeitable) amount of a Participant’s Account Balance under the Plan. Part
6 of the Agreement contains specific elections for applying these vesting
rules. Part 7 of the Agreement contains special service crediting elections to
override the default provisions under this Article. 


	
  4.1
	
  In General. A Participant’s
  vested interest in his/her Employer Contribution Account and Employer
  Matching Contribution Account is determined based on the vesting schedule
  elected in Part 6 of the Agreement. A Participant is always fully vested in
  his/her Section 401(k) Deferral Account, Employee After-Tax Contribution
  Account, QNEC Account, QMAC Account, Safe Harbor Nonelective Contribution
  Account, Safe Harbor Matching Contribution Account, and Rollover Contribution
  Account. 

	
   
	
   

	
   
	
  (a)
	
  Attainment of Normal Retirement Age.
  Regardless of the Plan’s vesting schedule, a Participant’s right to his/her
  Account Balance is fully vested upon the date he/she attains Normal
  Retirement Age, provided the Participant is an Employee on or after such
  date. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Vesting upon death, becoming Disabled, or attainment of Early
  Retirement Age. If elected by the Employer in Part
  6, #21 of the Agreement [Part 6, #39 of the 401(k) Agreement], a Participant
  will become fully vested in his/her Account Balance if the Participant dies,
  becomes Disabled, or attains Early Retirement Age while employed by the
  Employer. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Addition of Employer Nonelective Contribution or Employer Matching
  Contribution. If the Plan is a Safe Harbor 401(k)
  Plan as defined in Section 17.6, all amounts allocated to the Participant’s
  Safe Harbor Nonelective Contribution Account and/or Safe Harbor Matching
  Contribution Account are always 100% vested. If a Safe Harbor 401(k) Plan is
  amended to add a regular Employer Nonelective Contribution or Employer
  Matching Contribution, a Participant’s vested interest in such amounts is
  determined in accordance with the vesting schedule selected under Part 6 of
  the Agreement. The addition of a vesting schedule under Part 6 for such
  contributions is not considered an amendment of the vesting schedule under
  Section 4.7 below merely because the Participant was fully vested in his/her
  Safe Harbor Nonelective Contribution Account or Safe Harbor Matching
  Contribution Account. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Vesting upon merger, consolidation or transfer.
  No accelerated vesting will be required solely because a Defined Contribution
  Plan is merged with another Defined Contribution Plan, or because assets are
  transferred from a Defined Contribution Plan to another Defined Contribution
  Plan. Thus, for example, Participants will not automatically become 100%
  vested in their Employer Contribution Account(s) solely on account of a
  merger of a money purchase plan with a profit sharing or 401(k) Plan or a
  transfer of assets between such Plans. (See Section 18.3 for the benefits
  that must be protected as a result of a merger, consolidation or transfer.) 

	
   
	
   
	
   

	
  4.2
	
  Vesting Schedules. The
  Plan’s vesting schedule will determine an Employee’s vested percentage in
  his/her Employer Contribution Account and/or Employer Matching Contribution
  Account. The vested portion of a Participant’s Employer Contribution Account
  and/or Employer Matching Contribution Account is determined by multiplying
  the Participant’s vesting percentage determined under the applicable vesting
  schedule by the total amount under the applicable Account. 

	
   
	
   

	
   
	
  The Employer
  must elect a normal vesting schedule and a Top-Heavy Plan vesting schedule
  under Part 6 of the Agreement. The Top-Heavy Plan vesting schedule will apply
  for any Plan Year in which the plan is a Top-Heavy Plan. If this Plan is a
  401(k) plan, the Employer must elect a normal and Top-Heavy Plan vesting
  schedule for both Employer Nonelective Contributions and Employer Matching
  Contributions, but only to the extent such contributions are authorized under
  Part 4B and/or Part 4C of the 401(k) Agreement. 

	
   
	
   

	
   
	
  The Employer
  may choose any of the following vesting schedules as the normal vesting
  schedule under Part 6 of the Agreement. For the Top-Heavy Plan vesting, the
  Employer may only choose the full and immediate, 6-year graded, 3-year cliff,
  or modified vesting schedule, as described below. 

	
   
	
   

	
   
	
  (a)
	
  Full and immediate vesting schedule. Under
  the full and immediate vesting schedule, the Participant is always 100%
  vested in his/her Account Balance. 




32











	
   
	
  (b)
	
  7-year graded vesting schedule. Under the
  7-year graded vesting schedule, an Employee vests in his/her Employer
  Contribution Account and/or Employer Matching Contribution Account in the
  following manner:

	
   
	
   
	
   

	
   
	
   
	
  After 3
  Years of Service – 20% vesting

  After 4 Years of Service – 40% vesting

  After 5 Years of Service – 60% vesting

  After 6 Years of Service – 80% vesting

  After 7 Years of Service – 100% vesting

	
   
	
   
	
   

	
   
	
  (c)
	
  6-year graded vesting schedule. Under the
  6-year graded vesting schedule, an Employee vests in his/her Employer
  Contribution Account and/or Employer Matching Contribution Account in the
  following manner: 

	
   
	
   
	
   

	
   
	
   
	
  After 2
  Years of Service – 20% vesting

  After 3 Years of Service – 40% vesting

  After 4 Years of Service – 60% vesting

  After 5 Years of Service – 80% vesting

  After 6 Years of Service – 100% vesting

	
   
	
   
	
   

	
   
	
  (d)
	
  5-year cliff vesting schedule. Under the
  5-year cliff vesting schedule, an Employee is 100% vested after 5 Years of
  Service. Prior to the fifth Year of Service, the vesting percentage is zero. 

	
   
	
   
	
   

	
   
	
  (e)
	
  3-year cliff vesting schedule. Under the
  3-year cliff vesting schedule, an Employee is 100% vested after 3 Years of
  Service. Prior to the third Year of Service, the vesting percentage is zero. 

	
   
	
   
	
   

	
   
	
  (f)
	
  Modified vesting schedule. For the normal
  vesting schedule, the Employer may elect a modified vesting schedule under
  which the vesting percentage for each Year of Service is not less than the
  percentage that would be required for each Year of Service under the 7-year
  graded vesting schedule, unless 100% vesting occurs after no more than 5
  Years of Service. For the Top-Heavy Plan vesting schedule, the Employer may
  elect a modified vesting schedule under which the vesting percentage for each
  Year of Service is not less than the percentage that would be required for
  each Year of Service under the 6-year graded vesting schedule, unless 100%
  vesting occurs after no more than 3 Years of Service. 

	
   
	
   
	
   

	
  4.3
	
  Shift to/from Top-Heavy Vesting Schedule. For a Plan Year in which the Plan is a Top-Heavy Plan, the
  Plan automatically shifts to the Top-Heavy Plan vesting schedule. Once a Plan
  uses a Top-Heavy Plan vesting schedule, that schedule will continue to apply
  for all subsequent Plan Years. The Employer may override this default
  provision under Part 6, #22 of the Nonstandardized Agreement [Part 6, #40 of
  the Nonstandardized 401(k) Agreement]. The rules under Section 4.7 will apply
  when a Plan shifts to or from a Top-Heavy Plan vesting schedule. 

	
   
	
   

	
  4.4
	
  Vesting Computation Period.
  For purposes of computing a Participant’s vested interest in his/her Employer
  Contribution Account and/or Employer Matching Contribution Account, an
  Employee’s Vesting Computation Period is the 12-month period measured on a
  Plan Year basis, unless the Employer elects under Part 7, #26 of the
  Agreement [Part 7, #44 of the 401(k) Agreement] to measure Vesting
  Computation Periods using Anniversary Years. The Employer may designate an
  alternative 12-month period under Part 7, #26.b. of the Nonstandardized
  Agreement [Part 7, #44.b. of the Nonstandardized 401(k) Agreement]. Any
  Vesting Computation Period designated under Part 7, #26.b. or #44.b., as
  applicable, must be a 12-consecutive month period and must apply uniformly to
  all Participants. 

	
   
	
   

	
   
	
  (a)
	
  Anniversary Years. If the Employer elects to
  measure Vesting Computation Periods using Anniversary Years, the Vesting
  Computation Period is the 12-month period commencing on the Employee’s
  Employment Commencement Date (or Reemployment Commencement Date) and each
  subsequent 12-month period commencing on the anniversary of such date. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Measurement on same Vesting Computation Period.
  The Plan will measure Years of Service and Breaks in Service (if applicable)
  for purposes of vesting on the same Vesting Computation Period. 

	
   
	
   
	
   

	
  4.5
	
  Crediting Years of Service for Vesting Purposes. Unless the Employer elects otherwise under Part 7, #25 of the
  Agreement [Part 7, #43 of the 401(k) Agreement], an Employee will earn one
  Year of Service for purposes of applying the vesting rules if the Employee
  completes 1,000 Hours of Service with the Employer during a Vesting
  Computation Period. An Employee will receive credit for a Year of Service as
  of the end of the Vesting Computation Period, if the Employee completes the
  required Hours of Service during such period, even if the Employee is not
  employed for the entire period. 

	
   
	
   

	
   
	
  (a)
	
  Calculating Hours of Service. In calculating
  an Employee’s Hours of Service for purposes of applying the vesting rules
  under this Article, the Employer will use the Actual Hours Crediting Method,
  unless the Employer elects otherwise under Part 7, #25 of the Agreement [Part
  7, #43 of the 401(k) Agreement]. (See Article 6 of this Plan for a
  description of the alternative service crediting methods.) 




33











	
   
	
  (b)
	
  Excluded service. Unless the Employer elects
  to exclude certain service with the Employer under Part 6, #20 of the
  Agreement [Part 6, #38 of the 401(k) Agreement], all service with the
  Employer is counted for vesting purposes. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Service before the Effective Date of the Plan.
  Under Part 6, #20.a. of the Agreement [Part 6, #38.a. of the 401(k)
  Agreement], the Employer may elect to exclude service during any period for
  which the Employer did not maintain the Plan or a Predecessor Plan. For this
  purpose, a Predecessor Plan is a qualified plan maintained by the Employer
  that is terminated within the 5-year period immediately preceding or
  following the establishment of this Plan. A Participant’s service under a
  Predecessor Plan must be counted for purposes of determining the
  Participant’s vested percentage under this Plan. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Service before a certain age. Under Part 6,
  #20.b. of the Agreement [Part 6, #38.b.of the 401(k) Agreement], the Employer
  may elect to exclude service before an Employee attains a certain age. For
  this purpose, the Employer may not designate an age greater than 18. An
  Employee will be credited with a Year of Service for the Vesting Computation
  Period during which the Employee attains the requisite age, provided the
  Employee satisfies all other conditions required for a Year of Service. 

	
   
	
   
	
   
	
   

	
  4.6
	
  Vesting Break in Service Rules.
  Except as provided under Section 4.5(b), in determining a Participant’s
  vested percentage, a Participant is credited with all Years of Service earned
  with the Employer, subject to the following Break in Service rules. In
  applying these Break in Service rules, Years of Service and Breaks in Service
  (as defined in Section 22.27) are measured on the same Vesting Computation
  Period as defined in Section 4.4 above. 

	
   
	
   

	
   
	
  (a)
	
  One-year holdout Break in Service. The
  one-year holdout Break in Service rule will not apply unless the Employer
  specifically elects in Part 7, #27.b. of the Nonstandardized Agreement [Part
  7, #45.b. of the Nonstandardized 401(k) Agreement] to have it apply. If the
  one-year holdout Break in Service rule is elected, an Employee who has a
  one-year Break in Service will not be credited for vesting purposes with any
  Years of Service earned before such one-year Break in Service until the
  Employee has completed a Year of Service after the one-year Break in Service.
  The one-year holdout rule does not apply under the Standardized Agreement. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Five-Year Forfeiture Break in Service. In
  the case of a Participant who has five (5) consecutive one-year Breaks in
  Service, all Years of Service after such Breaks in Service will be
  disregarded for the purpose of vesting in the portion of the Participant’s
  Employer Contribution Account and/or Employer Matching Contribution Account
  that accrued before such Breaks in Service, but both pre-break and post-break
  service will count for purposes of vesting in the portion of such Accounts
  that accrues after such breaks. The Participant will forfeit the nonvested
  portion of his/her Employer Contribution Account and/or Employer Matching
  Contribution Account accrued prior to incurring five consecutive Breaks in
  Service, in accordance with Section 5.3(b). 

	
   
	
   
	
   

	
   
	
   
	
  In the case
  of a Participant who does not have five consecutive one-year Breaks in
  Service, all Years of Service will count in vesting both the pre-break and
  post-break Account Balance derived from Employer Contributions.

	
   
	
   
	
   

	
   
	
  (c)
	
  Rule of Parity Break in Service. This Break
  in Service rule applies only to Participants who are totally nonvested (i.e.,
  0% vested) in their Employer Contribution Account and Employer Matching
  Contribution Account. If an Employee is vested in any portion of his/her
  Employer Contribution Account or Employer Matching Contribution Account, the
  Rule of Parity does not apply. Under this Break in Service rule, if a
  nonvested Participant incurs a period of consecutive one-year Breaks in
  Service which equals or exceeds the greater of five (5) or the Participant’s
  aggregate number of Years of Service with the Employer, all service earned
  prior to the consecutive Break in Service period will be disregarded and the
  Participant will be treated as a new Employee for purposes of determining
  vesting under the Plan. The Employer may elect under Part 7, #27.a. of the
  Agreement [Part 7, #45.a. of the 401(k) Agreement] not to apply the Rule of
  Parity Break in Service rule. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Previous application of the Rule of Parity Break in Service rule.
  In determining a Participant’s aggregate Years of Service for purposes of
  applying the Rule of Parity Break in Service rule, any Years of Service
  otherwise disregarded under a previous application of this rule are not
  counted. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Application to the 401(k) Agreement. The
  Rule of Parity Break in Service rule applies only to determine the
  individual’s vesting rights with respect to his/her Employer Contribution
  Account and Employer Matching Contribution Account. In determining whether a
  Participant is totally nonvested for purposes of applying the Rule of Parity
  Break in Service rule, the Participant’s Section 401(k) Deferral Account,
  Employee After-Tax Contribution Account, QMAC Account, 




34











	
   
	
   
	
   
	
  QNEC
  Account, Safe Harbor Nonelective Contribution Account, Safe Harbor Matching
  Contribution Account, and Rollover Contribution Account are disregarded.

	
   
	
   
	
   
	
   

	
  4.7
	
  Amendment of Vesting Schedule.
  If the Plan’s vesting schedule is amended (or is deemed amended by an
  automatic change to or from a Top-Heavy Plan vesting schedule), each
  Participant with at least three (3) Years of Service with the Employer, as of
  the end of the election period described in the following paragraph, may
  elect to have his/her vested interest computed under the Plan without regard
  to such amendment or change. For this purpose, a Plan amendment, which in any
  way directly or indirectly affects the computation of the Participant’s
  vested interest, is considered an amendment to the vesting schedule. However,
  the new vesting schedule will apply automatically to an Employee, and no
  election will be provided, if the new vesting schedule is at least as
  favorable to such Employee, in all circumstances, as the prior vesting schedule.
  

	
   
	
   

	
   
	
  The period
  during which the election may be made shall commence with the date the
  amendment is adopted or is deemed to be made and shall end on the latest of: 

	
   
	
   

	
   
	
  (a)
	
  60 days
  after the amendment is adopted; 

	
   
	
   
	
   

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

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
 	
  Furthermore, if the vesting schedule of the
  Plan is amended, in the case of an Employee who is a Participant as of the
  later of the date such amendment is adopted or effective, the vested
  percentage of such Employee’s Account Balance derived from Employer
  Contributions (determined as of such date) will not be less than the
  percentage computed under the Plan without regard to such amendment.
  

	
   
	
   
	
   

	
  4.8
	
  Special Vesting Rule - In-Service Distribution When Account Balance
  Less than 100% Vested. If amounts
  are distributed from a Participant’s Employer Contribution Account or
  Employer Matching Contribution Account at a time when the Participant’s
  vested percentage in such amounts is less than 100% and the Participant may
  increase the vested percentage in the Account Balance: 

	
   
	
   

	
   
	
  (a)
	
  A separate
  Account will be established for the Participant’s interest in the Plan as of
  the time of the distribution, and 

	
   
	
   
	
   

	
   
	
  (b)
	
  At any
  relevant time the Participant’s vested portion of the separate Account will
  be equal to an amount (“X”) determined by the formula: 

	
   
	
   
	
   

	
   
	
   
	
  X = P (AB +
  D) - D

	
   
	
   
	
   

	
   
	
   
	
  Where:

	
   
	
   
	
   

	
   
	
   
	
   
	
  P is the
  vested percentage at the relevant time;

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  AB is the
  Account Balance at the relevant time; and

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  D is the
  amount of the distribution.

					



35










ARTICLE 5

FORFEITURES


This Article contains the rules relating to the timing and disposition
of forfeitures of the nonvested portion of a Participant’s Account Balance.
Part 8 of the Agreement provides elections on the allocation of forfeitures.
The rules for determining the vested portion of a Participant’s Account Balance
are contained in Article 4 of this BPD. 


	
  5.1
	
  In General. The Plan
  Administrator has the responsibility to determine the amount of a
  Participant’s forfeiture based on the application of the vesting provisions
  of Article 4. Until an amount is forfeited pursuant to this Article,
  nonvested amounts will be held in the Account of the Participant and will
  share in gains and losses of the Trust (as determined under Article 13). 

	
   
	
   

	
  5.2
	
  Timing of forfeiture. The
  forfeiture of all or a portion of a Participant’s nonvested Account Balance
  occurs upon any of the events listed below: 

	
   
	
   

	
   
	
  (a)
	
  Cash-Out Distribution. The date the
  Participant receives a total Cash-Out Distribution as defined in Section
  5.3(a). 

	
   
	
   
	
   

	
   
	
  (b)
	
  Five-Year Forfeiture Break in Service. The
  last day of the Vesting Computation Period in which the Participant incurs a
  Five-Year Forfeiture Break in Service as defined in Section 5.3(b). 

	
   
	
   
	
   

	
   
	
  (c)
	
  Lost Participant or Beneficiary. The date
  the Plan Administrator determines that a Participant or Beneficiary cannot be
  located to receive a distribution from the Plan. See Section 5.3(c). 

	
   
	
   
	
   

	
   
	
  (d)
	
  Forfeiture of Employer Matching Contributions.
  With respect to Employer Matching Contributions under a 401(k) plan, the date
  a distribution is made as described in Section 5.3(d). 

	
   
	
   
	
   

	
  5.3
	
  Forfeiture Events. 

	
   
	
   

	
   
	
  (a)
	
  Cash-Out Distribution. If a Participant
  receives a total distribution upon termination of his/her participation in
  the Plan (a “Cash-Out Distribution”), the nonvested portion (if any) of the
  Participant’s Account Balance is forfeited in accordance with the provisions
  of this Article. If a Participant has his/her nonvested Account Balance
  forfeited as a result of a Cash-Out Distribution, such Participant must be
  given the right to “buy-back” the forfeited benefit, as provided in
  subsection (2) below. (See Article 8 for the rules regarding the availability
  and timing of Plan distributions and the consent requirements applicable to
  such distributions.) 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Amount of forfeiture. The Cash-Out
  Distribution rules under this subsection (a) apply only if the Participant is
  less than 100% vested in his/her Employer Contribution Account and/or
  Employer Matching Contribution Account. If the Participant is 100% vested in
  his/her entire Account Balance, no forfeiture of benefits will occur solely
  as a result of the Cash-Out Distribution. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Total Cash-Out Distribution. If a
  Participant receives a Cash-Out Distribution of his/her entire vested Account
  Balance, the Participant will immediately forfeit the entire nonvested
  portion of his/her Account Balance, as of the date of the distribution (as
  determined under subsection (A) or (B) below, whichever applies). The
  forfeited amounts will be used in the manner designated under Part 8 of the
  Agreement. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  No further allocations. If the terminated
  Participant is not entitled to any further allocations under the Plan for the
  Plan Year in which the Participant terminates employment, the Cash-Out
  Distribution occurs on the day the Participant receives a distribution of
  his/her entire vested Account Balance. The Participant’s nonvested benefit is
  immediately forfeited on such date, in accordance with the provisions under
  Section 5.5.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  Additional allocations. If the terminated
  Participant is entitled to an additional allocation under the Plan for the
  Plan Year in which the Participant terminates employment, a Cash-Out
  Distribution is deemed to occur when the Participant receives a distribution
  of his/her entire vested Account Balance, including any amounts that are
  still to be allocated under the Plan. Thus, a Participant who is entitled to
  an additional allocation under the Plan will not have a total Cash-Out
  Distribution until such additional amounts are distributed, regardless of
  whether the Participant takes a complete distribution of his/her vested
  Account Balance before receiving the additional allocation.




36











	
   
	
   
	
   
	
   
	
  (C)
	
  Modification of default cash-out rules. The
  Employer may override the default cash-out rules under subsections (A) and
  (B) above by electing under Part 8, #32 of the Agreement [Part 8, #50 of the
  401(k) Agreement] to have the Cash-Out Distribution and related forfeiture
  occur immediately upon a distribution of the terminated Participant’s entire
  vested Account Balance, without regard to whether the Participant is entitled
  to an additional allocation under the Plan.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Deemed Cash-Out Distribution. If a
  Participant terminates employment with the Employer with a vested Account
  Balance of zero in his/her Employer Contribution Account and/or Employer
  Matching Contribution Account, the Participant is treated as receiving a
  “deemed” Cash-Out Distribution from the Plan. Upon a deemed Cash-Out, the
  nonvested portion of the Participant’s Account Balance will be forfeited in
  accordance with subsection (A) or (B) below. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  No further allocations. If the Participant
  is not entitled to any further allocations under the Plan for the Plan Year
  in which the Participant terminates employment, the deemed Cash-Out
  Distribution is deemed to occur on the day the employment terminates. The
  Participant’s nonvested benefit is immediately forfeited on such date, in
  accordance with the provisions under Section 5.5.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  Additional allocations. If the Participant
  is entitled to an additional allocation under the Plan for the Plan Year in
  which the Participant terminates employment, the deemed Cash-Out Distribution
  is deemed to occur on the first day of the Plan Year following the Plan Year
  in which the termination occurs.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (C)
	
  Modification of default cash-out rules. The
  Employer may override the default cash-out rules under subsections (A) and
  (B) above by electing under Part 8, #32 of the Agreement [Part 8, #50 of the
  401(k) Agreement] to have the deemed Cash-Out Distribution and related
  forfeiture occur immediately upon a distribution of the terminated
  Participant’s entire vested Account Balance, without regard to whether the
  Participant is entitled to an additional allocation under the Plan.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  Other distributions. If the Participant receives
  a distribution of less than the entire vested portion of his/her Employer
  Contribution Account and Employer Matching Contribution Account (including
  any additional amounts to be allocated under subsection (i)(B) above), the
  total Cash-Out Distribution rule under subsection (i) above does not apply
  until the Participant receives a distribution of the remainder of the vested
  portion of his/her Account Balance. Until the Participant receives a
  distribution of the remainder of the vested portion of his/her Account
  Balance, the special vesting rule described in Section 4.8 applies to
  determine the vested percentage of the Participant’s Employer Contribution
  Account and Employer Matching Account (as applicable). The nonvested portion
  of such Accounts will not be forfeited until the earlier of: (A) the
  occurrence of a Five-Year Forfeiture Break in Service described in Section
  5.3(b) or (B) the date the Participant receives a total Cash-Out Distribution
  of the remaining vested portion of his/her Account Balance. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Buy-back/restoration. If a Participant
  receives (or is deemed to receive) a Cash-Out Distribution that results in a
  forfeiture under subsection (1) above, and the Participant subsequently
  resumes employment covered under this Plan, the Participant may “buy-back”
  the forfeited portion of his/her Account(s) by repaying to the Plan the full
  amount of the Cash-Out Distribution from such Account(s). 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Buy-back opportunity. A Participant may
  buy-back the portion of his/her benefit that is forfeited as a result of a
  Cash-Out Distribution (or a deemed Cash-Out Distribution) by repaying the
  amount of such Cash-Out Distribution to the Plan before the earlier of: 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  five (5)
  years after the first date on which the Participant is subsequently
  re-employed by the Employer, or

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  the date a
  Five-Year Forfeiture Break in Service occurs (as defined in Section 5.3(b)).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  If a
  Participant receives a deemed Cash-Out Distribution pursuant to subsection
  (1)(ii) above, and the Participant resumes employment covered under this Plan
  before the date




37











	
   
	
   
	
   
	
   
	
  the
  Participant incurs a Five-Year Forfeiture Break in Service, the Participant
  is deemed to have repaid the Cash-Out Distribution immediately upon his/her
  reemployment.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  To receive a
  restoration of the forfeited portion of his/her Employer Contribution Account
  and/or Employer Matching Contribution Account, a Participant must repay the
  entire Cash-Out Distribution that was made from the Participant’s Employer
  Contribution Account and Employer Matching Contribution Account, unadjusted
  for any interest that might have accrued on such amounts after the
  distribution date. For this purpose, the Cash-Out Distribution is the total
  value of the Participant’s vested Employer Contribution Account and Employer
  Matching Contribution Account that is distributed at any time following the
  Participant’s termination of employment. If a Participant also received a
  distribution from other Accounts, the Participant need not repay such amounts
  to have the forfeited portion of his/her Employer Contribution Account and/or
  Employer Matching Contribution Account restored.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Restoration of forfeited benefit. Upon a
  Participant’s proper repayment of a Cash-Out Distribution in accordance with
  subsection (i) above, the forfeited portion of the Participant’s Employer
  Contribution Account and Employer Matching Contribution Account (as
  applicable) will be restored, unadjusted for any gains or losses on such
  amount. For this purpose, a Participant who received a deemed Cash-Out
  Distribution is automatically treated as having made a proper repayment and
  his/her forfeited benefit will be restored in accordance with this subsection
  (ii) if the Participant returns to employment with the Employer prior to
  incurring a Five-Year Forfeiture Break in Service. A Participant is not
  entitled to restoration under this subsection (ii) if the Participant returns
  to employment after incurring a Five-Year Forfeiture Break in Service. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  The
  forfeited portion of the Participant’s Account(s) will be restored no later
  than the end of the Plan Year following the Plan Year in which the
  Participant repays the Cash-Out Distribution in accordance with subsection
  (i) above. Although the Plan Administrator may permit a Participant to make a
  partial repayment of a Cash-Out Distribution, no portion of the Participant’s
  forfeited benefit will be restored until the Participant repays the entire
  Cash-Out Distribution in accordance with subsection (i) above. If a
  Participant received a deemed Cash-Out Distribution, the Participant’s
  forfeited benefit will be restored no later than the end of the Plan Year
  following the Plan Year in which the Participant returns to employment with
  the Employer.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  If a
  Participant’s forfeited benefit is required to be restored under this
  subsection (ii), the restoration of such benefit will occur from the
  following sources. If the following sources are not sufficient to completely
  restore the Participant’s benefit, the Employer must make an additional
  contribution to the Plan.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  Any
  forfeitures that have not been allocated to Participants’ Accounts for the
  Plan Year in which the Employer is restoring the Participant’s benefit in
  accordance with this subsection (ii).

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  If
  Participants are not permitted to self-direct investments under the Plan, any
  Trust earnings which have not been allocated to Participants’ Accounts for
  the Plan Year in which the Employer is restoring the Participant’s benefit in
  accordance with this subsection (ii). 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (C)
	
  If the
  Employer makes a discretionary contribution to the Plan, it may designate all
  or any part of such discretionary contribution as a restoration contribution
  under this subsection (ii). 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Five-Year Forfeiture Break in Service. In
  the case of a Participant who has five (5) consecutive one-year Breaks in
  Service, the nonvested portion of the Participant’s Account Balance will be
  forfeited as of the end of the Vesting Computation Period in which the
  Participant incurs his/her fifth consecutive Break in Service. See Section
  4.6(b) for more information on the Five-Year Forfeiture Break in Service. 




38











	
   
	
  (c)
	
  Lost Participant or Beneficiary. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Inability to locate Participant or Beneficiary.
  If the Plan Administrator, after a reasonable effort and time, is unable to
  locate a Participant or a Beneficiary in order to make a distribution
  otherwise required by the Plan, the distributable amount may be forfeited, as
  permitted under applicable laws and regulations. In determining what is a
  reasonable effort and time, the Plan Administrator may follow any applicable
  guidance provided under statute, regulation, or other IRS or DOL guidance of
  general applicability. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Restoration of forfeited amounts. If, after
  the distributable amount is forfeited, the Participant or Beneficiary is
  located, the Plan will restore the forfeited amount (unadjusted for gains or
  losses) to such Participant or Beneficiary within a reasonable time. The
  method of restoring a forfeited benefit under subsection (a)(2)(ii) above
  applies to any restoration required under this subsection (2). 

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Forfeiture of Employer Matching Contributions.
  This subsection (d) only applies if the Plan is a 401(k) Plan. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Correction of ACP Test. If a Participant
  receives a corrective distribution of Excess Aggregate Contributions to
  correct the ACP Test, the portion of such corrective distribution which
  relates to nonvested Employer Matching Contributions, including any allocable
  income or loss, will be forfeited (as permitted under Section 17.3(d)(1)) in
  the Plan Year in which the corrective distribution is made from the Plan. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Excess Deferrals, Excess Contributions, and Excess Aggregate
  Contributions. If a Participant receives a
  distribution of Excess Deferrals, Excess Contributions, or Excess Aggregate
  Contributions, the Employer will forfeit the portion of his/her Employer
  Matching Contribution Account (whether vested or not) which is attributable
  to such distributed amounts (except to the extent such amount has been
  distributed as Excess Contributions or Excess Aggregate Contributions,
  pursuant to Article 17). A forfeiture of Employer Matching Contributions
  under this subsection (2) occurs in the Plan Year in which the Participant
  receives the distribution of Excess Deferrals, Excess Contributions, and/or
  Excess Aggregate Contributions. 

	
   
	
   
	
   
	
   

	
  5.4
	
  Timing of Forfeiture Allocation. Pursuant to the elections under Part 8 of the Agreement,
  forfeitures are allocated in either the same Plan Year in which the
  forfeitures occur or in the Plan Year following the Plan Year in which the
  forfeitures occur. 

	
   
	
   

	
  5.5
	
  Method of Allocating Forfeitures. Forfeitures will be allocated in accordance with the method
  chosen by the Employer under Part 8 of the Agreement. In no event, however,
  will a Participant receive an allocation of forfeitures arising from his/her
  own Account. If no method of allocation is selected under Part 8 of the
  Agreement, any forfeitures will be used to reduce the Employer’s
  contributions for the Plan Year following the Plan Year in which the
  forfeiture occurs as described under (b) below. 

	
   
	
   

	
   
	
  (a)
	
  Reallocation of forfeitures. If the Employer
  elects to reallocate forfeitures as additional contributions, the forfeitures
  will be added to other contributions made by the Employer (as designated
  under Part 8 of the Agreement) for the Plan Year designated under Part 8, #29
  of the Agreement [Part 8, #47 of the 401(k) Agreement], and such amounts will
  be allocated to Eligible Participants under the allocation method chosen
  under Part 4 of the Agreement with respect to such contributions.
  Reallocation of forfeitures is not available under the target benefit plan
  Agreement. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Reduction of contributions. If the Employer
  elects under Part 8 of the Agreement to use forfeitures to reduce its
  contributions under the Plan, the Employer may adjust its contribution
  deposits in any manner, provided the total Employer Contributions made for
  the Plan Year properly take into account the forfeitures that are to be used
  to reduce such contributions for that Plan Year. If the contributions are
  allocated over multiple allocation periods, the Employer may reduce its
  contribution for any allocation periods within the Plan Year in which the
  forfeitures are to be allocated so that the total amount allocated for the
  Plan Year is proper. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Payment of Plan expenses. If the Employer
  elects under Part 8, #31 of the Agreement [Part 8, #49 of the 401(k)
  Agreement], forfeitures will first be used to pay Plan expenses for the Plan
  Year in which the forfeitures would otherwise be allocated. This subsection
  (c) applies only if the Plan otherwise would pay such expenses as authorized
  under Section 11.4. If any forfeitures remain after the payment of Plan
  expenses under this subsection, the remaining forfeitures will be allocated
  as selected under Part 8 of the Agreement. 




39










ARTICLE 6

SPECIAL SERVICE CREDITING PROVISIONS


This Article contains special service crediting rules that apply for
purposes of determining an Employee’s eligibility to participate and the vested
percentage in his/her Account Balance under the Plan. This Article 6 and Part 7
of the Agreement permit the Employer to override the general service crediting
rules under Articles 1 and 4 with respect to eligibility and vesting and to
apply special service crediting rules, such as the Equivalency Method and the
Elapsed Time Method for crediting service. Section 6.7 of this Article and Part
13, #53 of the Agreement [Part 13, #71 of the 401(k) Agreement] contain special
rules for crediting service with Predecessor Employers. 


	
  6.1
	
  Year of Service - Eligibility.
  Section 1.4(b) defines a Year of Service for eligibility purposes. Generally,
  an Employee earns a Year of Service for eligibility purposes upon the
  completion of 1,000 Hours of Service during an Eligibility Computation
  Period. For this purpose, Hours of Service are calculated using the Actual
  Hours Crediting Method. Part 7, #23 of the Agreement [Part 7, #41 of the 401(k)
  Agreement] permits the Employer to modify these default provisions for
  determining a Year of Service for eligibility purposes. 

	
   
	
   

	
   
	
  (a)
	
  Selection of Hours of Service. The Employer
  may elect to modify the requirement that an Employee complete 1,000 Hours of
  Service during an Eligibility Computation Period to earn a Year of Service.
  Under Part 7, #23.a. of the Agreement [Part 7, #41.a. of the 401(k)
  Agreement], the Employer may designate a specific number of Hours of Service
  (which cannot exceed 1,000) that an Employee must complete during the
  Eligibility Computation Period to earn a Year of Service. Any Hours of
  Service designated in accordance with this subsection (a) will be determined
  using the Actual Hours Crediting Method, unless the Employer elects to use
  the Equivalency Method under Part 7, #23.b. of the Agreement [Part 7, #41.b.
  of the 401(k) Agreement]. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Use of Equivalency Method. The Employer may
  elect under Part 7, #23.b. of the Agreement [Part 7, #41.b. of the 401(k)
  Agreement] to use the Equivalency Method (as defined in Section 6.5(a))
  instead of the Actual Hours Crediting Method in determining whether an
  Employee has completed the required Hours of Service to earn a Year of
  Service. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Use of Elapsed Time Method. The Employer may
  elect under Part 7, #23.c. of the Agreement [Part 7, #41.c. of the 401(k)
  Agreement] to use the Elapsed Time Method (as defined in Section 6.5(b))
  instead of counting Hours of Service in applying the eligibility conditions
  under Article 1. The Elapsed Time Method may not be selected if the Employer
  elects to apply a designated Hours of Service requirement under Part 7,
  #23.a. of the Agreement [Part 7, #41.a. of the 401(k) Agreement]. 

	
   
	
   
	
   

	
  6.2
	
  Eligibility Computation Period.
  Section 1.4(c) defines the Eligibility Computation Period used to determine
  whether an Employee has earned a Year of Service for eligibility purposes.
  Generally, if one Year of Service is required for eligibility, the
  Eligibility Computation Period is determined using the Shift-to-Plan-Year
  Method (as defined in Section 1.4(c)(1)). Part 7, #24 of the Agreement [Part
  7, #42 of the 401(k) Agreement] permits the Employer to use the Anniversary
  Year Method (as defined in Section 1.4(c)(2)) for determining Eligibility
  Computation Periods under the Plan. If the Employer selects two Years of
  Service eligibility condition (under Part 1, #5.e. of the Agreement), the
  Anniversary Year Method applies, unless the Employer elects to use the
  Shift-to-Plan-Year Method. In the case of a 401(k) plan in which a two Years
  of Service eligibility condition is used for either Employer Matching
  Contributions or Employer Nonelective Contributions, the method used to
  determine Eligibility Computation Periods for the two Years of Service
  condition also will apply to any one Year of Service eligibility condition
  used with respect to any other contributions. 

	
   
	
   

	
  6.3
	
  Year of Service - Vesting.
  Section 4.5 defines a Year of Service for vesting purposes. Generally, an
  Employee earns a Year of Service for vesting purposes upon the completion of
  1,000 Hours of Service during a Vesting Computation Period. For this purpose,
  Hours of Service are calculated using the Actual Hours Crediting Method. Part
  7, #25 of the Agreement [Part 7, #43 of the 401(k) Agreement] permits the
  Employer to modify these default provisions for determining a Year of Service
  for vesting purposes. 

	
   
	
   

	
   
	
  (a)
	
  Selection of Hours of Service.
  The Employer may elect to modify the requirement that an Employee complete
  1,000 Hours of Service during a Vesting Computation Period to earn a Year of
  Service. Under Part 7, #25.a. of the Agreement [Part 7, #43.a. of the 401(k)
  Agreement], the Employer may designate a specific number of Hours of Service
  (which cannot exceed 1,000) that an Employee must complete during the Vesting
  Computation Period to earn a Year of Service. Any Hours of Service designated
  in accordance with this subsection (a) will be determined using the Actual
  Hours Crediting Method, unless the Employer elects to use the Equivalency
  Method under Part 7, #25.b. of the Agreement [Part 7, #43.b. of the 401(k)
  Agreement]. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Equivalency Method. The
  Employer may elect under Part 7, #25.b. of the Agreement [Part 7, #43.b. of
  the 401(k) Agreement] to use the Equivalency Method (as defined in Section
  6.5(a)) instead of the Actual Hours 




40











	
   
	
   
	
  Crediting
  Method in determining whether an Employee has completed the required Hours of
  Service to earn a Year of Service.

	
   
	
   
	
   

	
   
	
  (c)
	
  Elapsed Time Method. The
  Employer may elect under Part 7, #25.c. of the Agreement [Part 7, #43.c. of
  the 401(k) Agreement] to use the Elapsed Time Method (as defined in Section
  6.5(b)) instead of counting Hours of Service in applying the vesting
  provisions under Article 4. The Elapsed Time Method may not be selected if
  the Employer elects to apply a designated Hours of Service requirement under
  Part 7, #25.a. of the Agreement [Part 7, #43.a. of the 401(k) Agreement]. 

	
   
	
   
	
   

	
  6.4
	
  Vesting Computation Period.
  Section 4.4 defines the Vesting Computation Period used to determine whether
  an Employee has earned a Year of Service for vesting purposes. Generally, the
  Vesting Computation Period is the Plan Year. Part 7, #26 of the Agreement
  [Part 7, #44 of the 401(k) Agreement] permits the Employer to elect to use
  Anniversary Years (see Section 4.4(a)) or, under the Nonstandardized
  Agreement, any other 12-consecutive month period as the Vesting Computation
  Period. 

	
   
	
   

	
  6.5
	
  Definitions. 

	
   
	
   

	
   
	
  (a)
	
  Equivalency Method. Under
  the Equivalency Method, an Employee is credited with 190 Hours of Service for
  each calendar month during the Eligibility Computation Period or Vesting
  Computation Period, as applicable, for which the Employee completes at least
  one Hour of Service. Instead of applying the Equivalency Method on the basis
  of months worked, the Employer may elect to apply different equivalencies
  under Part 7, #28 of the Agreement [Part 7, #46 of the 401(k) Agreement]. The
  Employer may credit Employees with 10 Hours of Service for each day worked,
  45 Hours of Service for each week worked, or 95 Hours of Service for each
  semi-monthly payroll period worked during the Eligibility Computation Period
  or Vesting Computation Period, as applicable. For this purpose, an Employee
  will receive credit for the appropriate Hours of Service if the Employer completes
  at least one Hour of Service during the applicable period. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Elapsed Time Method. Under
  the Elapsed Time Method, an Employee receives credit for the aggregate of all
  periods of service commencing with the Employee’s Employment Commencement Date
  (or Reemployment Commencement Date) and ending on the date the Employee
  begins a Period of Severance (as defined in subsection (2) below) which lasts
  at least 12 consecutive months. In calculating an Employee’s aggregate period
  of service, an Employee receives credit for any Period of Severance that
  lasts less than 12 consecutive months. If an Employee’s aggregate period of
  service includes fractional years, such fractional years are expressed as
  days. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Year of Service. For purposes of determining
  whether an Employee has earned a Year of Service under the Elapsed Time
  Method, an Employee is credited with a Year of Service for each 12-month
  period of service the Employee completes under the above paragraph, whether
  or not such period of service is consecutive. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Period of Severance. For purposes of
  applying the Elapsed Time Method, a Period of Severance is any continuous
  period of time during which the Employee is not employed by the Employer. A
  Period of Severance begins on the date the Employee retires, quits or is
  discharged, or if earlier, the 12-month anniversary of the date on which the
  Employee is first absent from service for a reason other than retirement,
  quit or discharge. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  In the case
  of an Employee who is absent from work for maternity or paternity reasons,
  the 12-consecutive month period beginning on the first anniversary of the
  first date of such absence shall not constitute a Period of Severance. For
  purposes of this paragraph, an absence from work for maternity or paternity
  reasons means an absence (i) by reason of the pregnancy of the Employee, (ii)
  by reason of the birth of a child of the Employee, (iii) by reason of the
  placement of a child with the Employee in connection with the adoption of
  such child by the Employee, or (iv) for purposes of caring for a child of the
  Employee for a period beginning immediately following the birth or placement
  of such child.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Break in Service rules. The Break in Service
  rules described in Sections 1.6 and 4.6 also apply under the Elapsed Time
  Method. For purposes of applying the Break in Service rules under the Elapsed
  Time Method, a Break in Service is any Period of Severance of at least 12
  consecutive months. 

	
   
	
   
	
   
	
   

	
  6.6
	
  Switching Crediting Methods.
  The following rules apply if the service crediting method is changed in a
  manner described below. 

	
   
	
   

	
   
	
  (a)
	
  Shift from crediting Hours of Service to Elapsed Time Method. If the service crediting method under the Plan is changed from
  a method that uses Hours of Service to a method using Elapsed Time, each
  Employee’s 




41











	
   
	
   
	
  period of
  service under the Elapsed Time Method is the sum of the amounts under
  subsections (1) and (2) below.

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  The number
  of Years of Service credited under the Hours of Service method for the period
  ending immediately before the computation period during which the change to
  the Elapsed Time Method occurs. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  For the
  computation period in which the change occurs, the Plan Administrator will
  determine the greater of: (i) the period of service that would be credited
  under the Elapsed Time Method for the Employee’s service from the first day
  of that computation period through the date of the change, or (ii) the
  service that would be taken into account under the Hours of Service method for
  that computation period through the date of the change. If (i) is greater,
  then Years of Service are credited under the Elapsed Time Method beginning
  with the first day of the computation period during which the change to the
  Elapsed Time Method occurs. If (ii) is greater, then Years of Service are
  credited under the Hours of Service method for the computation period during
  which the change to the Elapsed Time Method occurs and under the Elapsed Time
  Method beginning with the first day of the computation period that follows
  the computation period in which the change occurs. If the change occurs as of
  the first day of a computation period, treat subsection (1) as applicable for
  purposes of applying the rule in this paragraph. 

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Shift from Elapsed Time Method to an Hours of
  Service method. If the service crediting method
  changes from the Elapsed Time Method to an Hours of Service method, each
  Employee’s Years of Service under the Hours of Service method is the sum of
  the amounts under subsections (1) and (2) below. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  The number
  of Years of Service credited under the Elapsed Time Method as of the date of
  the change. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  For the
  computation period in which the change to the Hours of Service method occurs,
  the portion of that computation period in which the Elapsed Time Method was
  in effect is converted into an equivalent number of Hours of Service, using
  the Equivalency Method described in Section 6.5(a). For the remainder of the
  computation period, actual Hours of Service are counted, unless the
  Equivalency Method has been elected in Part 7 of the Agreement. The Hours of
  Service deemed credited for the portion of the computation period in which
  the Elapsed Time Method was in effect are added to the actual Hours of
  Service credited for the remaining portion of the computation period to
  determine if the Employee has a Year of Service for that computation period.
  If the change to the Hours of Service method occurs as of the first day of a
  computation period, then the determination as to whether an Employee has
  completed a Year of Service for the first computation period that the change
  is in effect is based solely on the Hours of Service method. 

	
   
	
   
	
   
	
   

	
  6.7
	
  Service with Predecessor Employers. If the Employer maintains the plan of a Predecessor Employer,
  any service with such Predecessor Employer is treated as service with the
  Employer for purposes of applying the provisions of this Plan. If the
  Employer maintains the Plan of a Predecessor Employer, the Employer may
  complete Part 13, #53 of the Agreement [Part 13, #71 of the 401(k) Agreement]
  to identify the Predecessor Employer and to specify that service with such
  Predecessor Employer will be credited for all purposes under the Plan. The
  failure to complete Part 13, #53 of the Agreement [Part 13, #71 of the 401(k)
  Agreement] with respect to service of a Predecessor Employer where the
  Employer is maintaining a Plan of such Predecessor Employer will not override
  the requirement that such predecessor service be counted for all purposes
  under the Plan. 

	
   
	
   

	
   
	
  If the
  Employer does not maintain the plan of a Predecessor Employer, service with
  such Predecessor Employer does not count under this Plan, unless the Employer
  specifically designates under Part 13, #53 of the Agreement [Part 13, #71 of
  the 401(k) Agreement] to include service with such Predecessor Employer. If
  the Employer elects to credit service with a Predecessor Employer under this
  paragraph, the Employer must designate the purpose for which it is crediting
  Predecessor Employer service. If the Employer will treat service with
  multiple Predecessor Employers differently, the Employer should complete an
  additional election for each Predecessor Employer for which service is being
  credited differently. If the Employer is not crediting service with any
  Predecessor Employers, Part 13, #53 of the Agreement [Part 13, #71 of the
  401(k) Agreement] need not be completed. 




42










ARTICLE 7

LIMITATION ON PARTICIPANT ALLOCATIONS


This Article provides limitations on the amount a Participant may
receive as an allocation under the Plan for a Limitation Year. The limitation
on allocations (referred to herein as the Annual Additions Limitation) applies
in the aggregate to all plans maintained by the Employer. Part 13, #54.c. of
the Agreement [Part 13, #72.c. of the 401(k) Agreement] permits the Employer to
specify how the Plan will comply with the Annual Additions Limitation where the
Employer maintains a plan (or plans) in addition to this Plan. 


	
  7.1
	
  Annual Additions Limitation - No Other Plan Participation. 

	
   
	
   

	
   
	
  (a)
	
  Annual Additions Limitation.
  If the Participant does not participate in, and has never participated in
  another qualified retirement plan, a welfare benefit fund (as defined under
  Code §419(e)), an individual medical account (as defined under Code §415(l)(2)),
  or a SEP (as defined under Code §408(k)) maintained by the Employer, then the
  amount of Annual Additions which may be credited to the Participant’s Account
  for any Limitation Year will not exceed the lesser of the Maximum Permissible
  Amount or any other limitation contained in this Plan. 

	
   
	
   
	
   

	
   
	
   
	
  Generally,
  if an Employer Contribution that would otherwise be contributed or allocated
  to a Participant’s Account will cause that Participant’s Annual Additions for
  the Limitation Year to exceed the Maximum Permissible Amount, the amount to
  be contributed or allocated to such Participant will be reduced so that the
  Annual Additions allocated to such Participant’s Account for the Limitation
  Year will equal the Maximum Permissible Amount. However, if a contribution or
  allocation to a Participant’s Account will exceed the Maximum Permissible
  Amount due to a correctable event described in subsection (c) below, the
  Excess Amount may be contributed or allocated to such Participant and
  corrected in accordance with the correction procedures outlined in subsection
  (c).

	
   
	
   
	
   

	
   
	
  (b)
	
  Using estimated Total Compensation. Prior to determining the Participant’s actual Total
  Compensation for the Limitation Year, the Employer may determine the Maximum
  Permissible Amount for a Participant on the basis of a reasonable estimation
  of the Participant’s Total Compensation for the Limitation Year, uniformly
  determined for all Participants similarly situated. 

	
   
	
   
	
   

	
   
	
   
	
  As soon as
  administratively feasible after the end of the Limitation Year, the Employer
  will determine the Maximum Permissible Amount for the Limitation Year on the
  basis of the Participant’s actual Total Compensation for the Limitation Year.

	
   
	
   
	
   

	
   
	
  (c)
	
  Disposition of Excess Amount.
  If, as a result of the use of estimated Total Compensation, the allocation of
  forfeitures, a reasonable error in determining the amount of Section 401(k)
  Deferrals that may be made under this Article 7, or other reasonable error in
  applying the Annual Additions Limitation, an Excess Amount arises, the excess
  will be disposed of as follows: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Any Employee
  After-Tax Contributions (plus attributable earnings), to the extent such
  contributions would reduce the Excess Amount, will be returned to the
  Participant. The Employer may elect not to apply this subsection (1) if the
  ACP Test (as defined in Section 17.3) has already been performed and the
  distribution of Employee After-Tax Contributions to correct the Excess Amount
  will cause the ACP Test to fail or will change the amount of corrective distributions
  required under Section 17.3(d)(1) of this BPD. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  If Employer
  Matching Contributions were allocated with respect to Employee After-Tax
  Contributions for the Limitation Year, the Employee After-Tax Contributions
  and Employer Matching Contributions will be corrected together. Employee
  After-Tax Contributions will be distributed under this subsection (1) only to
  the extent the Employee After-Tax Contributions, plus the Employer Matching
  Contributions allocated with respect to such Employee After-Tax
  Contributions, reduce the Excess Amount. Thus, after correction under this
  subsection (1), each Participant should have the same level of Employer
  Matching Contribution with respect to the remaining Employee After-Tax
  Contributions as provided under Part 4B of the Agreement. Any Employer
  Matching Contributions identified under this subsection (1) will be treated
  as an Excess Amount correctable under subsections (3) and (4) below. If
  Employer Matching Contributions are allocated to both Employee After-Tax
  Contributions and to Section 401(k) Deferrals, this subsection (1) is applied
  by treating Employer Matching Contributions as allocated first to Section
  401(k) Deferrals.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  If, after
  the application of subsection (1), an Excess Amount still exists, any Section
  401(k) Deferrals (plus attributable earnings), to the extent such deferrals
  would reduce the Excess Amount, will be distributed to the Participant. The
  Employer may elect not to apply this subsection (2) if the 




43











	
   
	
   
	
   
	
  ADP Test (as
  defined in Section 17.2) has already been performed and the distribution of
  Section 401(k) Deferrals to correct the Excess Amount will cause the ADP Test
  to fail or will change the amount of corrective distributions required under
  Section 17.2(d)(1) of this BPD.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  If Employer
  Matching Contributions were allocated with respect to Section 401(k)
  Deferrals for the Limitation Year, the Section 401(k) Deferrals and Employer
  Matching Contributions will be corrected together. Section 401(k) Deferrals
  will be distributed under this subsection (2) only to the extent the Section
  401(k) Deferrals, plus Employer Matching Contributions allocated with respect
  to such Section 401(k) Deferrals, reduce the Excess Amount. Thus, after
  correction under this subsection (2), each Participant should have the same
  level of Employer Matching Contribution with respect to the remaining Section
  401(k) Deferrals as provided under Part 4B of the Agreement. Any Employer
  Matching Contributions identified under this subsection (2) will be treated
  as an Excess Amount correctable under subsection (3) or (4) below.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  If, after
  the application of subsection (2), an Excess Amount still exists, the Excess
  Amount is allocated to a suspense account and is used in the next Limitation
  Year (and succeeding Limitation Years, if necessary) to reduce Employer
  Contributions for all Participants under the Plan. The Excess Amounts are
  treated as Annual Additions for the Limitation Year in which such amounts are
  allocated from the suspense account. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  If a
  suspense account is in existence at any time during a Limitation Year
  pursuant to this Article 7, such suspense account will not participate in the
  allocation of investment gains and losses, unless otherwise provided in
  uniform valuation procedures established by the Plan Administrator. If a
  suspense account is in existence at any time during a particular Limitation
  Year, all amounts in the suspense account must be allocated to Participants’
  Accounts before the Employer makes any Employer Contributions, or any
  Employee After-Tax Contributions are made, for that Limitation Year. 

	
   
	
   
	
   
	
   

	
  7.2
	
  Annual Additions Limitation - Participation in Another Plan. 

	
   
	
   

	
   
	
  (a)
	
  In general. This Section
  7.2 applies if, in addition to this Plan, the Participant receives an Annual
  Addition during any Limitation Year from another Defined Contribution Plan, a
  welfare benefit fund (as defined under Code §419(e)), an individual medical
  account (as defined under Code §415(l)(2)), or a SEP (as defined under Code §408(k))
  maintained by the Employer. If the Employer maintains, or at any time
  maintained, a Defined Benefit Plan (other than a Paired Plan) covering any
  Participant in this Plan, see Section 7.5. 

	
   
	
   
	
   

	
   
	
  (b)
	
  This Plan’s Annual Addition Limitation. The Annual Additions that may be credited to a Participant’s
  Account under this Plan for any Limitation Year will not exceed the Maximum
  Permissible Amount reduced by the Annual Additions credited to a
  Participant’s Account under any other Defined Contribution Plan, welfare
  benefit fund, individual medical account, or SEP maintained by the Employer
  for the same Limitation Year. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Annual Additions reduction.
  If the Annual Additions with respect to the Participant under any other
  Defined Contribution Plan, welfare benefit fund, individual medical account,
  or SEP maintained by the Employer are less than the Maximum Permissible
  Amount and the Annual Additions that would otherwise be contributed or
  allocated to the Participant’s Account under this Plan would exceed the
  Annual Additions Limitation for the Limitation Year, the amount contributed
  or allocated will be reduced so that the Annual Additions under all such
  Plans and funds for the Limitation Year will equal the Maximum Permissible
  Amount. However, if a contribution or allocation to a Participant’s Account
  will exceed the Maximum Permissible Amount due to a correctable event
  described in Section 7.1(c), the Excess Amount may be contributed or
  allocated to such Participant and corrected in accordance with the correction
  procedures outlined in Section 7.1(c). 

	
   
	
   
	
   

	
   
	
  (d)
	
  No Annual Additions permitted.
  If the Annual Additions with respect to the Participant under such other
  Defined Contribution Plan(s), welfare benefit fund(s), individual medical
  account(s), or SEP(s) in the aggregate are equal to or greater than the
  Maximum Permissible Amount, no amount will be contributed or allocated to the
  Participant’s Account under this Plan for the Limitation Year. However, if a
  contribution or allocation to a Participant’s Account will exceed the Maximum
  Permissible Amount due to a correctable event described in Section 7.1(c),
  the Excess Amount may be contributed or allocated to such Participant and
  corrected in accordance with the correction procedures outlined in Section 7.1(c).
  

	
   
	
   
	
   

	
   
	
  (e)
	
  Using estimated Total Compensation. Prior to determining the Participant’s actual Total
  Compensation for the Limitation Year, the Employer may determine the Maximum
  Permissible Amount for a Participant in the manner described in Section 7.1(b).
  As soon as administratively feasible after the end of the Limitation Year,
  the Maximum Permissible Amount for the Limitation Year will be determined on
  the basis of the Participant’s actual Total Compensation for the Limitation
  Year. 




44











	
   
	
  (f)
	
  Excess Amounts. If, as a
  result of the use of estimated Total Compensation, an allocation of
  forfeitures, a reasonable error in determining the amount of Section 401(k)
  Deferrals that may be made under this Article 7, or other reasonable error in
  applying the Annual Additions Limitation, a Participant’s Annual Additions
  under this Plan and such other plans or funds would result in an Excess
  Amount for a Limitation Year, the Excess Amount will be deemed to consist of
  the Annual Additions last allocated, except that Annual Additions
  attributable to a SEP will be deemed to have been allocated first, followed
  by Annual Additions to a welfare benefit fund or individual medical account,
  regardless of the actual allocation date. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Same allocation date. If an Excess Amount is
  allocated to a Participant on an allocation date of this Plan that coincides
  with an allocation date of another plan, such Excess Amount will be
  attributed to the following types of plan(s) in the order listed, until the
  entire Excess Amount is allocated. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  First, to
  any 401(k) plan(s) maintained by the Employer.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Then, to any
  profit sharing plan(s) maintained by the Employer.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  Then, to any
  money purchase plan(s) maintained by the Employer.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  Finally, to
  any target benefit plan(s) maintained by the Employer. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  If an amount
  is allocated to the same type of Plan on the same allocation date, the Excess
  Amount will be allocated to each plan in accordance with the pro rata
  allocation method outlined in the following paragraph.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Alternative methods. The Employer may elect
  under Part 13, #54.c. of the Agreement [Part 13, #72.c. of the 401(k)
  Agreement] to modify the default rules under this subsection (f). For
  example, the Employer may elect to attribute any Excess Amount which is
  allocated on the same date to this Plan and to another plan maintained by the
  Employer by designating the specific plan to which the Excess Amount is
  allocated or by using a pro rata allocation method. Under the pro rata
  allocation method, the Excess Amount attributed to this Plan is the product
  of: 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  the total
  Excess Amount allocated as of such date, times 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  the ratio of
  (A) the Annual Additions allocated to the Participant for the Limitation Year
  as of such date under this Plan to (B) the total Annual Additions allocated
  to the Participant for the Limitation Year as of such date under this and all
  other Defined Contribution Plans. 

	
   
	
   
	
   
	
   
	
   

	
   
	
  (g)
	
  Disposition of Excess Amounts.
  Any Excess Amount attributed to this Plan will be disposed in the manner
  described in Section 7.1(c). 

	
   
	
   
	
   

	
  7.3
	
  Modification of Correction Procedures. The Employer may elect under Part 13, #51.c. of the Agreement
  [Part 13, #69.c. of the 401(k) Agreement] to modify any of the corrective
  provisions under Section 7.1 of this BPD. The provisions in Section 7.2 may
  be modified under Part 13, #54.c. of the Agreement [Part 13, #72.c. of the
  401(k) Agreement]. 

	
   
	
   

	
  7.4
	
  Definitions Relating to the Annual Additions Limitation.
  

	
   
	
   

	
   
	
  (a)
	
  Annual Additions: The sum
  of the following amounts credited to a Participant’s Account for the
  Limitation Year: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Employer
  Contributions, including Section 401(k) Deferrals;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Employee
  After-Tax Contributions;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  forfeitures;
  

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  amounts
  allocated to an individual medical account (as defined in Code §415(l)(2)),
  which is part of a pension or annuity plan maintained by the Employer, are
  treated as Annual Additions to a Defined Contribution Plan. Also, amounts
  derived from contributions paid or accrued after December 31, 1985, in
  taxable years ending after such date, which are attributable to
  post-retirement medical benefits allocated to the separate account of a key
  employee (as defined in Code §419A(d)(3)) under a welfare benefit fund (as
  defined in Code §419(e)) maintained by the Employer are treated as Annual
  Additions to a Defined Contribution Plan; and 




45











	
   
	
   
	
  (5)
	
  allocations
  under a SEP (as defined in Code §408(k)). 

	
   
	
   
	
   
	
   

	
   
	
   
	
  For this
  purpose, any Excess Amount applied under Sections 7.1(c) or 7.2(f) in the
  Limitation Year to reduce Employer Contributions will be considered Annual
  Additions for such Limitation Year.

	
   
	
   
	
   

	
   
	
   
	
  An Annual
  Addition is credited to a Participant’s Account for a particular Limitation
  Year if such amount is allocated to the Participant’s Account as of any date
  within that Limitation Year. An Annual Addition will not be deemed credited
  to a Participant’s Account for a particular Limitation Year unless such
  amount is actually contributed to the Plan no later than 30 days after the
  time prescribed by law for filing the Employer’s income tax return (including
  extensions) for the taxable year with or within which the Limitation Year
  ends. In the case of Employee After-Tax Contributions, such amount shall not
  be deemed credited to a Participant’s Account for a particular Limitation
  Year unless the contributions are actually contributed to the Plan no later
  than 30 days after the close of that Limitation Year.

	
   
	
   
	
   

	
   
	
  (b)
	
  Defined Contribution Dollar Limitation:
  $30,000, as adjusted under Code §415(d). 

	
   
	
   
	
   

	
   
	
  (c)
	
  Employer. For purposes of
  this Article 7, Employer shall mean the Employer that adopts this Plan, and
  all members of a controlled group of corporations (as defined in §414(b) of the
  Code as modified by §415(h)), all commonly controlled trades or businesses
  (as defined in §414(c) of the Code as modified by §415(h)) or affiliated
  service groups (as defined in §414(m)) of which the adopting Employer is a
  part, and any other entity required to be aggregated with the Employer
  pursuant to regulations under §414(o) of the Code. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Excess Amount: The excess
  of the Participant’s Annual Additions for the Limitation Year over the
  Maximum Permissible Amount. 

	
   
	
   
	
   

	
   
	
  (e)
	
  Limitation Year: The Plan
  Year, unless the Employer elects another 12-consecutive month period under
  Part 13, #51.a. of the Agreement [Part 13, #69.a. of the 401(k) Agreement].
  All qualified retirement plans under Code §401(a) maintained by the Employer
  must use the same Limitation Year. If the Limitation Year is amended to a
  different 12-consecutive month period, the new Limitation Year must begin on
  a date within the Limitation Year in which the amendment is made. If the Plan
  has an initial Plan Year that is less than 12 months, the Limitation Year for
  such first Plan Year is the 12-month period ending on the last day of that
  Plan Year, unless otherwise specified in Part 13, #51.c. of the Agreement
  [Part 13, #69.c. of the 401(k) Agreement]. 

	
   
	
   
	
   

	
   
	
  (f)
	
  Maximum Permissible Amount:
  The maximum Annual Additions that may be contributed or allocated to a
  Participant’s Account under the Plan for any Limitation Year shall not exceed
  the lesser of: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the Defined
  Contribution Dollar Limitation, or 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  25 percent of
  the Participant’s Total Compensation for the Limitation Year. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  The Total
  Compensation limitation referred to in (2) shall not apply to any
  contribution for medical benefits (within the meaning of Code §401(h) or
  §419A(f)(2)) which is otherwise treated as an Annual Addition under Code
  §415(l)(1) or §419A(d)(2).

	
   
	
   
	
   

	
   
	
   
	
  If a short
  Limitation Year is created because of an amendment changing the Limitation
  Year to a different 12-consecutive month period, the Maximum Permissible
  Amount will not exceed the Defined Contribution Dollar Limitation multiplied
  by the following fraction:

	
   
	
   
	
   

	
   
	
   
	
  Number of months in the short Limitation Year

	
   
	
   
	
  12

	
   
	
   
	
   

	
   
	
   
	
  If a short
  Limitation Year is created because the Plan has an initial Plan Year that is less than 12 months, no
  proration of the Defined Contribution Dollar Limitation is required, unless
  provided otherwise under Part 13, #51.c. of the Agreement [Part 13, #69.c. of
  the 401(k) Agreement]. (See subsection (e) above for the rule allowing the
  use of a full 12-month Limitation Year for the first year of the Plan,
  thereby avoiding the need to prorate the Defined Contribution Dollar
  Limitation.)  

	
   
	
   
	
   

	
   
	
  (g)
	
  Total Compensation: The
  amount of compensation as defined under Section 22.197, subject to the
  Employer’s election under Part 3, #9 of the Agreement. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Self-Employed Individuals. For a
  Self-Employed Individual, Total Compensation is such individual’s Earned
  Income. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Total Compensation actually paid or made available.
  For purposes of applying the limitations of this Article 7, Total
  Compensation for a Limitation Year is the Total Compensation actually paid or




46











	
   
	
   
	
   
	
  made
  available to an Employee during such Limitation Year. However, the Employer
  may include in Total Compensation for a Limitation Year amounts earned but
  not paid in the Limitation Year because of the timing of pay periods and pay
  days, but only if these amounts are paid during the first few weeks of the
  next Limitation Year, such amounts are included on a uniform and consistent
  basis with respect to all similarly-situated Employees, and no amounts are
  included in Total Compensation in more than one Limitation Year. The Employer
  need not make any formal election to include accrued Total Compensation
  described in the preceding sentence.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Disabled Participants. Total Compensation
  does not include any imputed compensation for the period a Participant is
  Disabled. However, the Employer may elect under Part 13, #51.b. of the
  Agreement [Part 13, #69.b. of the 401(k) Agreement], to include under the
  definition of Total Compensation, the amount a terminated Participant who is
  permanently and totally Disabled (as defined in Section 22.53) would have
  received for the Limitation Year if the Participant had been paid at the rate
  of Total Compensation paid immediately before becoming permanently and
  totally Disabled. If the Employer elects under Part 13, #51.b. of the
  Agreement [Part 13, #69.b. of the 401(k) Agreement] to include imputed
  compensation for a Disabled Participant, a Disabled Participant will receive
  an allocation of any Employer Contribution the Employer makes to the Plan
  based on the Employee’s imputed compensation for the Plan Year. Any Employer
  Contributions made to a Disabled Participant under this subsection (3) are
  fully vested when made. For Limitation Years beginning before January 1,
  1997, imputed compensation for a Disabled Participant may be taken into
  account only if the Participant is not a Highly Compensated Employee for such
  Plan Year. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  Special rule for Limitation Years beginning before January 1, 1998.
  For Limitation Years beginning before January 1, 1998, for purposes of
  applying the limitations of this Article 7 and for determining the minimum
  top-heavy contribution required under Section 16.2(a), Total Compensation
  paid or made available during such Limitation Year shall not include any
  Elective Deferrals, or 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 §125 or §457. 

	
   
	
   
	
   
	
   

	
  7.5
	
  Participation in a Defined Benefit Plan. If the Employer maintains, or at any time maintained, a
  Defined Benefit Plan (other than a Paired Plan) covering any Participant in
  this Plan, the sum of the Participant’s Defined Benefit Plan Fraction and
  Defined Contribution Plan Fraction will not exceed 1.0 in any Limitation
  Year. If the sum of the Defined Benefit Plan Fraction and the Defined
  Contribution Plan Fraction exceeds 1.0 in any Limitation Year, the Plan will
  satisfy the 1.0 limitation by reducing a Participant’s Projected Annual
  Benefit under the Defined Benefit Plan. 

	
   
	
   

	
   
	
  (a)
	
  Repeal of rule. The
  limitations under this Section 7.5 do not apply for Limitation Years
  beginning on or after January 1, 2000. However, the Employer may have
  continued to apply rules consistent with this Section 7.5 for Plan Years
  beginning after December 31, 1999 and before the Employer first adopted a
  plan to comply with the GUST Legislation. If the Employer is adopting this
  Plan as a restatement of a prior plan to comply with the GUST Legislation,
  the provisions of the prior plan control for purposes of applying the
  combined limitation rules under Code §415(e) for Limitation Years beginning
  before the Effective Date of this Plan. For Limitation Years beginning on or
  after the Effective Date of this Plan, the provisions of this Section 7.5
  apply. If for any Limitation Year beginning prior to the date this Plan is
  adopted as a GUST restatement, the Employer did not comply in operation with
  the provisions under this Section 7.5 or the provisions of the prior plan, as
  applicable, the Employer may document under Appendix B-4 of the Agreement how
  the Plan was operated to comply with the combined limitation rules under Code
  §415(e). 

	
   
	
   
	
   

	
   
	
  (b)
	
  Special definitions relating to Section 7.5. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Defined Benefit Plan Fraction: A fraction,
  the numerator of which is the sum of the Participant’s Projected Annual
  Benefit under all the Defined Benefit Plans (whether or not terminated) maintained
  by the Employer, and the denominator of which is the lesser of 125 percent of
  the dollar limitation determined for the Limitation Year under Code §§415(b)
  and (d) or 140 percent of the Participant’s Highest Average Compensation,
  including any adjustments under Code §415(b). 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  Notwithstanding
  the above, if the Participant was a Participant as of the first day of the
  first Limitation Year beginning after December 31, 1986, in one or more
  Defined Benefit Plans maintained by the Employer which were in existence on
  May 6, 1986, the denominator of this fraction will not be less than 125
  percent of the sum of the annual benefits under such plans which the
  Participant had accrued as of the close of the last Limitation Year beginning
  before January 1, 1987, disregarding any changes in the terms and conditions
  of the plans after May 5, 1986. The preceding sentence applies only if the
  Defined Benefit Plans individually and in the aggregate satisfied the
  requirements of Code §415 for all Limitation Years beginning before January
  1, 1987.




47











	
   
	
   
	
   
	
  If the Plan
  is a Top-Heavy Plan for any Plan Year, 100% will be substituted for 125% in
  the prior paragraph, unless in Part 13, #54.b. of the Agreement [Part 13,
  #72.b. of the 401(k) Agreement], the Employer provides an extra minimum
  top-heavy allocation or benefit in accordance with Code §416(h) and the
  regulations thereunder. In any event, if the Top-Heavy Ratio exceeds 90%,
  then 100% will always be substituted for 125% in the prior paragraph.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Defined Contribution Plan Fraction: A
  fraction, the numerator of which is the sum of the Annual Additions to the
  Participant’s Account under all the Defined Contribution Plans (whether or
  not terminated) maintained by the Employer for the current and all prior Limitation
  Years (including the Annual Additions attributable to the Participant’s
  Employee After-Tax Contributions to all Defined Benefit Plans, whether or not
  terminated, maintained by the Employer, and the Annual Additions attributable
  to all welfare benefit funds (as defined under Code §419(e)), individual
  medical accounts (as defined under Code §415(l)(2)), and SEPs (as defined
  under Code §408(k)) maintained by the Employer, and the denominator of which
  is the sum of the maximum aggregate amount for the current and all prior
  Limitation Years during which the Participant performed service with the
  Employer (regardless of whether a Defined Contribution Plan was maintained by
  the Employer during such years). The maximum aggregate amount in any
  Limitation Year is the lesser of: (i) 125 percent of the Defined Contribution
  Dollar Limitation in effect under Code §415(c)(l)(A) (as determined under
  Code §§415(b) and (d)) for such Limitation Year or (ii) 35 percent of the
  Participant’s Total Compensation for such Limitation Year. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  If the Plan
  is a Top-Heavy Plan for any Plan Year, 100% will be substituted for 125%
  unless in Part 13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
  Agreement], the Employer provides an extra minimum top-heavy allocation or
  benefit in accordance with Code §416(h) and the regulations thereunder. In
  any event, if the Top-Heavy Ratio exceeds 90%, then 100% will always be
  substituted for 125%.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  If the
  Employee was a Participant as of the end of the first day of the first
  Limitation Year beginning after December 31, 1986, in one or more Defined
  Contribution Plans maintained by the Employer which were in existence on May
  6, 1986, the numerator of this fraction will be adjusted if the sum of this
  fraction and the Defined Benefit Plan Fraction would otherwise exceed 1.0
  under the terms of this Plan. Under the adjustment, an amount equal to the
  product of (i) the excess of the sum of the fractions over 1.0 times (ii) the
  denominator of this fraction, will be permanently subtracted from the
  numerator of this fraction. The adjustment is calculated using the fractions
  as they would be computed as of the end of the last Limitation Year beginning
  before January 1, 1987, and disregarding any changes in the terms and
  conditions of the Plan made after May 5, 1986, but using the Code §415
  limitation applicable to the first Limitation Year beginning on or after
  January 1, 1987.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  The Annual
  Additions for any Limitation Year beginning before January 1, 1987 shall not
  be recomputed to treat all Employee After-Tax Contributions as Annual
  Additions.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Highest Average Compensation: The average
  Total Compensation for the three consecutive years of service with the
  Employer that produces the highest average. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  Projected Annual Benefit: The annual
  retirement benefit (adjusted to an actuarially equivalent straight life
  annuity if such benefit is expressed in a form other than a straight life
  annuity or Qualified Joint and Survivor Annuity) to which the Participant
  would be entitled under the terms of the Plan assuming: 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  the
  Participant will continue employment until Normal Retirement Age under the
  Plan (or current age, if later), and 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  the
  Participant’s Total Compensation for the current Limitation Year and all
  other relevant factors used to determine benefits under the Plan will remain
  constant for all future Limitation Years. 




48










ARTICLE 8

PLAN DISTRIBUTIONS


Except as provided under Article 9 (Joint and Survivor Annuity
Requirements), this Article 8 governs all distributions to Participants under
the Plan. Sections 8.1 and 8.2 set forth the available distribution options
under the Plan and the amount available for distribution. Section 8.3 sets
forth the Participants’ distribution options following termination of
employment, Section 8.4 discusses the distribution options upon a Participant’s
death, and Sections 8.5 and 8.6 set forth the in-service distribution options
under the Plan, including the conditions for receiving a Hardship distribution.
Parts 9 and 10 of the Agreement contain the elective provisions for the
Employer to identify the timing of distributions and the permitted distribution
events under the Plan. 


	
  8.1
	
  Distribution Options. A
  Participant who terminates employment with the Employer may receive a
  distribution of his/her vested Account Balance at the time and in the manner
  designated under Part 9 of the Agreement. A Participant may receive an
  in-service distribution prior to his/her termination of employment with the
  Employer only to the extent permitted under Part 10 of the Agreement. 

	
   
	
   

	
   
	
  Distributions
  from the Plan will be made in the form of a lump sum of the Participant’s
  entire vested Account Balance, a single sum distribution of a portion of the
  Participant’s vested Account Balance, installments, annuity payments, or
  other form as selected under Part 11 of the Agreement. Unless provided
  otherwise under Part 11 of the Agreement, a Participant may select any
  combination of the available distribution forms. 

	
   
	
   

	
   
	
  If the Employer
  elects to permit a single sum distribution of a portion of the Participant’s
  vested Account Balance, the Employer may limit the availability or frequency
  of subsequent withdrawals under Part 11, #40.f. of the Nonstandardized
  Agreement [Part 11, #58.f. of the Nonstandardized 401(k) Agreement]. If the
  Employer elects under Part 11 of the Agreement to permit installment payments
  as an optional form of distribution, the Participant (and spouse, if
  applicable) may elect to receive installments in monthly, quarterly,
  semi-annual, or annual payments over a period not exceeding the Life
  Expectancy of the Participant and his/her Designated Beneficiary. The
  Participant may elect at any time to accelerate the payment of all, or any
  portion, of an installment distribution. If the Employer elects under Part 11
  of the Agreement to permit annuity payments, such annuity payments may not be
  in a form that will provide for payments over a period extending beyond
  either the life of the Participant (or the lives of the Participant and
  his/her designated Beneficiary) or the life expectancy of the Participant (or
  the life expectancy of the Participant and his/her designated Beneficiary).
  The Employer may restrict the availability of installment payments or annuity
  payments under Part 11, #40.f. of the Nonstandardized Agreement [Part 11,
  #58.f. of the Nonstandardized 401(k) Agreement]. 

	
   
	
   

	
   
	
  If the Plan
  is subject to the Joint and Survivor Annuity requirements under Article 9,
  the Plan must make distribution in the form of a QJSA (as defined in Section
  9.4(a)) unless the Participant (and spouse, if the Participant is married)
  elects an alternative distribution form in accordance with Section 9.4(d).
  (See Section 9.1 for the rules regarding the application of the Joint and Survivor
  Annuity requirements.) 

	
   
	
   

	
  8.2
	
  Amount Eligible for Distribution. For purposes of determining the amount a Participant may
  receive as a distribution from the Plan, a Participant’s Account Balance is
  determined as of the Valuation Date (as specified in Part 12 of the
  Agreement) which immediately precedes the date the Participant receives
  his/her distribution from the Plan. For this purpose, the Participant’s
  Account Balance must be increased for any contributions allocated to the
  Participant’s Account since the most recent Valuation Date and must be
  reduced for any distributions the Participant received from the Plan since
  the most recent Valuation Date. A Participant does not share in any
  allocation of gains or losses attributable to the period between the
  Valuation Date and the date of the distribution under the Plan, unless
  provided otherwise under Part 12 of the Agreement or under uniform funding
  and valuation procedures established by the Plan Administrator. In the case
  of a Participant-directed Account, the determination of the value of the
  Participant’s Account for distribution purposes is subject to the funding and
  valuation procedures applicable to such directed Account. 

	
   
	
   

	
  8.3
	
  Distributions After Termination of Employment. Subject to the required minimum distribution provisions under
  Article 10, a Participant whose employment with the Employer is terminated
  for any reason, other than death, is entitled to receive a distribution of
  his/her vested Account Balance in accordance with this Section 8.3 as of the
  date selected in Part 9 of the Agreement. If a Participant dies while
  employed by the Employer, or dies before distribution of his/her vested
  Account Balance is completed, distribution will be made in accordance with
  Section 8.4. 

	
   
	
   

	
   
	
  (a)
	
  Account Balance exceeding $5,000.
  If a Participant’s entire vested Account Balance exceeds $5,000 at the time
  of distribution, the Participant may elect to receive a distribution of
  his/her vested Account Balance in any form permitted under Part 11 of the
  Agreement at the time indicated under Part 9, #33 of the Agreement [Part 9,
  #51 of the 401(k) Agreement]. The Participant must receive proper notice and
  must consent in writing, in accordance with Section 8.7, prior to receiving a
  distribution from the Plan. If the Participant does not consent to a
  distribution upon terminating employment with the Employer, distribution will
  be made in accordance with Article 10. (Also see Section 8.8 for additional
  notice requirements.) 




49











	
   
	
  (b)
	
  Account Balance not exceeding $5,000.
  If a Participant’s entire vested Account Balance does not exceed $5,000 at
  the time of distribution, the Plan Administrator will distribute the
  Participant’s entire vested Account Balance in a single lump sum at the time
  indicated under Part 9, #34 of the Agreement [Part 9, #52 of the 401(k)
  Agreement]. Although the Participant need not consent to receive a
  distribution under this subsection (b), the Participant must receive the
  notice described in Section 8.8 (if applicable) prior to receiving the
  distribution from the Plan. The Employer may modify the rule under this
  subsection (b) by electing under Part 9, #37.a. of the Agreement [Part 9,
  #55.a. of the 401(k) Agreement] to require Participant consent prior to a
  distribution from the Plan, without regard to whether the Participant’s
  vested Account Balance exceeds $5,000 at the time of distribution. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Permissible distribution events under a 401(k) plan. A Participant may not receive a distribution of Section 401(k)
  Deferrals, QNECs, QMACs and Safe Harbor Contributions under this Section 8.3
  unless the Participant satisfies one of the following conditions: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  The
  Participant has a “separation from service” with the Employer. For this
  purpose, a separation from service occurs when an Employee terminates
  employment with the Employer. If a Participant changes jobs as a result of
  the Employer’s liquidation, merger, consolidation, or other similar
  transaction, a distribution may be made to the Participant if the Plan
  Administrator determines the Participant has incurred a separation from
  service in accordance with rules promulgated under the Code or regulations,
  or by reason of a ruling or other published guidance from the IRS. A
  Participant may not receive a distribution by reason of separation from
  service, or continue to receive an installment distribution based on
  separation from service, if prior to the time the distribution is made from
  the Plan, the Participant returns to employment with the Employer. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  The Employer
  is a corporation and the Employer sells substantially all of the assets of a
  trade or business (within the meaning of §409(d)(2) of the Code) to an
  unrelated corporation, provided the purchaser does not continue to maintain
  the Plan with respect to the Participant after the sale and the Participant
  becomes employed by the unrelated corporation as a result of the sale and the
  distribution is made by the end of the second calendar year after the year of
  the sale. For this purpose, an Employer is deemed to have sold substantially
  all of the assets of a trade or business if it sells 85% or more of the total
  assets of such trade or business. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  The Employer
  is a corporation and the Employer sells a subsidiary to an unrelated
  corporation, provided the purchaser does not continue to maintain the Plan
  with respect to the Participant after the sale and the Participant continues
  to be employed by the unrelated corporation after the sale and the
  distribution is made by the end of the second calendar year after the year of
  the sale. 

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Disabled Participant. A
  terminated Employee who is Disabled at the time of termination, or who
  becomes Disabled after terminating employment with the Employer, generally is
  entitled to a distribution in the time and manner specified in Part 9 of the
  Agreement. However, if so elected in Part 9, #35 of the Agreement [Part 9,
  #53 of the 401(k) Agreement], a terminated Employee who is Disabled at the
  time of termination, or who becomes Disabled after terminating employment
  with the Employer, is entitled to a distribution in the time and manner
  specified in Part 9, #35 of the Agreement [Part 9, #53 of the 401(k)
  Agreement], to the extent such election will result in an earlier
  distribution than would otherwise be available under Part 9 of the Agreement.
  

	
   
	
   
	
   

	
   
	
  (e)
	
  Determining whether vested Account Balance exceeds $5,000. For distributions made on or after October 17, 2000, the
  determination of whether a Participant’s vested Account Balance exceeds
  $5,000 is based on the value of the Participant’s Account as of the most
  recent Valuation Date. In determining the value of a Participant’s Account
  for distributions made before October 17, 2000, the “lookback rule” may
  apply. If the lookback rule applies, the Participant’s vested Account Balance
  is deemed to exceed $5,000 for purposes of applying the provisions under this
  Article 8 and Article 9. 

	
   
	
   
	
   

	
   
	
   
	
  For
  distribution made after March 21, 1999 and before October 17, 2000, the
  “lookback rule” is applicable to a distribution to a Participant if the
  Participant previously received a distribution when his/her vested Account
  Balance exceeded $5,000, and either subsection (1) or (2) applies. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  The
  distribution is subject to the Joint and Survivor Annuity requirements of
  Article 9. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  The
  distribution is not subject to the Joint and Survivor Annuity requirements of
  Article 9, but a periodic distribution method (e.g., an installment
  distribution) is currently in effect with respect to the Participant’s vested
  Account Balance, at least one scheduled payment still remains, and when the
  first periodic payment was made under such election, the vested Account
  Balance exceeded $5,000. 




50











	
   
	
   
	
  For
  distributions made before March 21, 1999, the lookback rule applies to all
  distributions, without regard to subsections (1) and (2) above. However, the
  Plan does not fail to satisfy the requirements of this subsection (e) if,
  prior to the adoption of this Plan, the lookback rule was applied to all
  distributions (without regard to the limitations described in subsections (1)
  and (2) above), or if the limitations described in subsections (1) and (2)
  above were applied to distributions made before March 22, 1999 but in a Plan
  Year beginning after August 5, 1997. 

	
   
	
   
	
   

	
   
	
  (f)
	
  Effective date of $5,000 vested Account Balance
  rule. The provisions under this Article 8 and
  Article 9 which refer to a $5,000 vested Account Balance are effective for
  Plan Years beginning after August 5, 1997, unless a later effective date is
  specified in the GUST provisions under Appendix B-3.a. of the Agreement. For
  plan years beginning prior to August 6, 1997 (or any later effective date
  specified in Appendix B-3.a. of the Agreement) any reference under this
  Article 8 or Article 9 to a $5,000 vested Account Balance should be applied
  by replacing $5,000 with $3,500. 

	
   
	
   
	
   

	
  8.4
	
  Distribution upon the Death of the Participant. The death benefit payable with respect to a deceased
  Participant depends on whether the Participant dies after distribution of his
  Account Balance has commenced (see subsection (a) below) or before
  distribution commences (see subsection (b) below).  

	
   
	
   

	
   
	
  (a)
	
  Post-retirement death benefit.
  If a Participant dies after commencing distribution of his/her benefit under
  the Plan, the death benefit is the benefit payable under the form of payment
  that has commenced. If a Participant commences distribution prior to death
  only with respect to a portion of his/her Account Balance, then the rules in
  subsection (b) apply to the rest of the Account Balance. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Pre-retirement death benefit.
  If a Participant dies before commencing distribution of his/her benefit under
  the Plan, the death benefit that is payable depends on whether the value of
  the death benefit exceeds $5,000 and whether the Joint and Survivor Annuity
  requirements of Article 9 apply. If there is both a QPSA death benefit and a
  non-QPSA death benefit, each death benefit is valued separately to determine
  whether it exceeds $5,000. For death benefits distributed before the $5,000
  rule described in Section 8.3(f) is effective, substitute $3,500 for $5,000. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Death benefit not exceeding $5,000. If the
  value of the pre-retirement death benefit does not exceed $5,000, it shall be
  paid in a single sum as soon as administratively feasible after the Participant’s
  death. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Death benefit that exceeds $5,000. If the
  value of the pre-retirement death benefit exceeds $5,000, the payment of the
  death benefit will depend on whether the Joint and Survivor Annuity
  requirements apply. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  If the Joint and Survivor Annuity requirements do not apply.
  In this case, the entire death benefit is payable in the form and at the time
  described below in subsection (ii)(B). 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  If the Joint and Survivor Annuity requirements apply.
  In this case, the death benefit consists of a QPSA death benefit (see Section
  9.3) and, if the QPSA is defined to be less than 100% of the Participant’s
  vested Account Balance, a non-QPSA death benefit. The QPSA death benefit is
  payable in accordance with subsection (A) below, unless the Participant has
  waived such death benefit under the waiver procedures described in Section
  9.4(d). In the event there is a proper waiver of the QPSA death benefit, then
  such portion of the death benefit is payable in the same manner as the
  non-QPSA death benefit. The non-QPSA death benefit is payable in the form and
  at the time described below in subsection (B). 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  QPSA death benefit. If the pre-retirement
  death benefit is payable in the QPSA form, then it shall be paid in accordance
  with Article 9. If the QPSA death benefit has not been waived, but the
  surviving spouse elects a different form of payment, then distribution of the
  QPSA death benefit is made in accordance with the form of payment elected by
  the spouse, provided such form of payment is available under Section 8.1. The
  surviving spouse may request the payment of the QPSA death benefit (in the
  QPSA form or in the form elected by the surviving spouse) as soon as
  administratively feasible after the death of the Participant. However,
  payment of the death benefit will not commence without the consent of the
  surviving spouse prior to the date the Participant would have reached Normal
  Retirement Age (or age 62, if later). If the QPSA death benefit has been
  waived, in accordance with the procedures in Article 9, then the portion of
  the Participant’s vested Account Balance that would have been payable as a
  QPSA death benefit in the absence of such a waiver is treated as a death
  benefit payable under subsection (B). 




51











	
   
	
   
	
   
	
   
	
  (B)
	
  Non-QPSA death benefits. Any pre-retirement
  death benefit not described in subsection (A) is payable under this
  paragraph. Such death benefit is payable in lump sum as soon as
  administratively feasible after the Participant’s death. However, the death benefit
  may be payable in a different form if prescribed by the Participant’s
  Beneficiary designation, or if the Beneficiary, before a lump sum payment of
  the benefit is made, requests an election as to the form of payment. An
  alternative form of payment must be one that is available under Section 8.1. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Minimum distribution requirements. In no
  event will any death benefit be paid in a manner that is inconsistent with
  the minimum distribution requirements of Section 10.2. In addition, the Beneficiary
  of any pre-retirement death benefit described above in subsection (2) may
  postpone the commencement of the death benefit to a date that is not later
  than the latest commencement date permitted under Section 10.2, unless such
  election is prohibited in Part 9, #37.b. of the Agreement [Part 9, #55.b. of
  the 401(k) Agreement].

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  Determining a Participant’s Beneficiary. A Participant may designate a Beneficiary to receive the death
  benefits described in this Section 8.4. Any Beneficiary designation is
  subject to the rules under subsections (1) - (4) below. A Participant may
  change or revoke a Beneficiary designation at any time by filing a new
  designation with the Plan Administrator. Any new Beneficiary designation is
  subject to the spousal consent rules described below, unless the spouse
  specifically waives such right under a general consent as authorized under
  Section 9.4(d). Unless specified otherwise in the Participant’s designated
  beneficiary election form, if a Beneficiary does not predecease the
  Participant but dies before distribution of the death benefit is made to the
  Beneficiary, the death benefit will be paid to the Beneficiary’s estate. 

	
   
	
   
	
   

	
   
	
   
	
  The Plan
  Administrator may request proper proof of the Participant’s death and may
  require the Beneficiary to provide evidence of his/her right to receive a
  distribution from the Plan in any form or manner the Plan Administrator may
  deem appropriate. The Plan Administrator’s determination of the Participant’s
  death and of the right of a Beneficiary to receive payment under the Plan
  shall be conclusive. If a distribution is to be made to a minor or
  incompetent Beneficiary, payments may be made to the person’s legal guardian,
  conservator, or custodian in accordance with the Uniform Gifts to Minors Act
  or similar law as permitted under the laws of the state where the Beneficiary
  resides. The Plan Administrator or Trustee will not be liable for any
  payments made in accordance with this subsection (c) and are not required to
  make any inquiries with respect to the competence of any person entitled to
  benefits under the Plan.

	
   
	
   
	
   

	
   
	
   
	
  If a
  Participant designates his/her spouse as Beneficiary and subsequent to such
  Beneficiary designation, the Participant and spouse are divorced or legally
  separated, the designation of the spouse as Beneficiary under the Plan is
  automatically rescinded unless specifically provided otherwise under a
  divorce decree or QDRO, or unless the Participant enters into a new
  Beneficiary designation naming the prior spouse as Beneficiary.

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Spousal consent to Beneficiary designation: post-retirement death
  benefit. If a Participant is married at the time
  distribution commences to the Participant, the Beneficiary of any
  post-retirement death benefit is the Participant’s surviving spouse,
  regardless of whether the Joint and Survivor Annuity requirements under
  Article 9 apply, unless there is no surviving spouse or the spouse has
  consented to the Beneficiary designation in a manner that is consistent with
  the requirements for a Qualified Election under Section 9.4(d), or makes a
  valid disclaimer of the benefit. If the Joint and Survivor Annuity
  requirements apply, the spouse is determined as of the Distribution
  Commencement Date for purposes of this spousal consent requirement. If the Joint
  and Survivor Annuity requirements do not apply, the spouse is determined as
  of the Participant’s date of death for purposes of this spousal consent
  requirement.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Spousal consent to Beneficiary designation: pre-retirement death
  benefit. The rules for spousal consent depend on
  whether the Joint and Survivor Annuity requirements in Article 9 apply.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  If the Joint and Survivor Annuity requirements apply.
  In this case, the QPSA death benefit will be payable in accordance with
  Section 9.3. The QPSA death benefit may be payable to a non-spouse
  Beneficiary only if the spouse consents to the Beneficiary designation,
  pursuant to the Qualified Election requirements under Section 9.4(d), or
  makes a valid disclaimer. The non-QPSA death benefit, if any, is payable to
  the person named in the Beneficiary designation, without regard to whether
  spousal consent is obtained for such designation. If a spouse does not
  properly consent to a Beneficiary designation, the QPSA waiver is invalid,
  and the QPSA death benefit is still payable to the spouse, but the
  Beneficiary designation remains valid with respect to any non-QPSA death
  benefit.




52











	
   
	
   
	
   
	
  (ii)
	
  If the Joint and Survivor Annuity requirements do not apply.
  In this case, the surviving spouse (determined at the time of the
  Participant’s death), if any, must be treated as the sole Beneficiary,
  regardless of any contrary Beneficiary designation, unless there is no
  surviving spouse, or the spouse has consented to the Beneficiary designation
  in a manner that is consistent with the requirements for a Qualified Election
  under Section 9.4(d) or makes a valid disclaimer.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Default beneficiaries. To the extent a
  Beneficiary has not been named by the Participant (subject to the spousal
  consent rules discussed above) and is not designated under the terms of this
  Plan to receive all or any portion of the deceased Participant’s death
  benefit, such amount shall be distributed to the Participant’s surviving
  spouse (if the Participant was married at the time of death). If the
  Participant does not have a surviving spouse at the time of death,
  distribution will be made to the Participant’s surviving children, in equal
  shares. If the Participant has no surviving children, distribution will be
  made to the Participant’s estate. The Employer may modify the default
  beneficiary rules described in this subparagraph by addition attaching
  appropriate language as an addendum to the Agreement. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  One-year marriage rule. The Employer may
  elect under Part 11, #41.c. of the Agreement [Part 11, #59.c. of the 401(k)
  Agreement], for purposes of applying the provisions of this Section 8.4, that
  an individual will not be considered the surviving spouse of the Participant
  if the Participant and the surviving spouse have not been married for the
  entire one-year period ending on the date of the Participant’s death. 

	
   
	
   
	
   
	
   

	
  8.5
	
  Distributions Prior to Termination of Employment. 

	
   
	
   

	
   
	
  (a)
	
  Employee After-Tax Contributions, Rollover Contributions, and
  transfers. A Participant may withdraw
  at any time, upon written request, all or any portion of his/her Account
  Balance attributable to Employee After-Tax Contributions or Rollover
  Contributions. Any amounts transferred to the Plan pursuant to a Qualified
  Transfer (as defined in Section 3.3(d)) also may be withdrawn at any time
  pursuant to a written request. No forfeiture will occur solely as a result of
  an Employer’s withdrawal of Employee After-Tax Contributions. The Employer
  may elect in Part 10, #39.d. of the Nonstandardized Agreement [Part 10,
  #57.d. of the Nonstandardized 401(k) Agreement] to modify the availability of
  in-service withdrawals of Employee After-Tax Contributions, Rollover
  Contributions, or Qualified Transfers. 

	
   
	
   
	
   

	
   
	
   
	
  With respect
  to transfers (other than Qualified Transfers) and subject to the restrictions
  on distributions of transferred assets under Section 3.3, a Participant may
  request a distribution of all or any portion of his/her Transfer Account only
  as permitted under this Article with respect to contributions of the same
  type as are being withdrawn.

	
   
	
   
	
   

	
   
	
  (b)
	
  Employer Contributions.
  Except as provided in Section 14.10 dealing with defaulted Participant loans,
  a Participant may receive a distribution of all or any portion of his/her
  vested Account Balance attributable to Employer Contributions prior to
  termination of employment only as permitted under Part 10 of the Agreement.
  If the Joint and Survivor Annuity requirements under Article 9 apply to the
  Participant, the Participant’s spouse (if the Participant is married at the
  time of distribution) must consent to a distribution in accordance with
  Section 9.2.

	
   
	
   
	
   

	
   
	
   
	
  The Employer
  may elect under the profit sharing or 401(k) plan Agreement to permit
  in-service distributions of Employer Contributions (other than Section 401(k)
  Deferrals, QMACs, QNECs, and Safe Harbor Contributions) upon the occurrence
  of a specified event or upon the completion of a certain number of years. In
  no case, however, may a distribution that is made solely on account of the
  completion of a designated number of years be made with respect to Employer
  Contributions that have been accumulated in the Plan for less than 2 years.
  This rule does not apply if the Participant has been an Eligible Participant
  in the Plan for at least 5 years. An in-service distribution may be made on
  account of a specified event (other than the completion of a designated
  number of years) at any time, if authorized under Part 10 of the Agreement.

	
   
	
   
	
   

	
   
	
   
	
  If a
  Participant with a partially vested benefit receives an in-service
  distribution under the Plan, the special vesting schedule under Section 4.8
  must be applied to determine the Participant’s vested percentage in his/her
  remaining Account Balance. This special vesting schedule will not apply if
  the Employer limits the availability of in-service distributions under Part
  10 of the Agreement to Participants who are 100% vested.

	
   
	
   
	
   

	
   
	
  (c)
	
  Section 401(k) Deferrals, Qualified Nonelective Contributions,
  Qualified Matching Contributions, and Safe Harbor Contributions. If the Employer has adopted the 401(k) Agreement, a
  Participant may receive an in-service distribution of all or any portion of
  his/her Section 401(k) Deferral Account, QMAC Account, QNEC Account, Safe
  Harbor Matching Contribution Account and Safe Harbor Nonelective Contribution
  Account only as permitted under Part 10 of the Agreement. No provision in
  this Plan or in Part 10 of the 




53











	
   
	
   
	
  Agreement
  may be interpreted to permit a Participant to receive a distribution of such
  amounts prior to the occurrence of one of the following events:

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the
  Participant becoming Disabled; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  the
  Participant’s attainment of age 591⁄2; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the
  Participant’s Hardship (as defined in Section 8.6). 

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Corrective distributions.
  Nothing in this Article 8 precludes the Plan Administrator from making a
  distribution to a Participant, to the extent such distribution is made to
  correct a qualification defect in accordance with the corrective procedures
  under the IRS’ voluntary compliance programs. Thus, for example, nothing in
  this Article 8 would preclude the Plan from making a corrective distribution
  to an Employee who received contributions under the Plan prior to becoming an
  Eligible Participant. Any such distribution must be made in accordance with
  the correction procedures applicable under the IRS’ voluntary correction
  programs. 

	
   
	
   
	
   

	
  8.6
	
  Hardship Distribution. To
  the extent permitted under Part 10 of the Agreement, a Participant may
  receive an in-service distribution on account of a Hardship. The Employer may
  elect under Part 10, #38.c. of the Agreement [Part 10, #56.c. of the 401(k)
  Agreement] to permit a Hardship distribution only if the Participant
  satisfies the safe harbor Hardship requirements under subsection (a) below.
  Alternatively, the Employer may elect under Part 10, #38.d. of the Agreement
  [Part 10, #56.d. of the 401(k) Agreement] to permit a Hardship distribution
  of Employer Contributions (other than Section 401(k) Deferrals) in accordance
  with the requirements of subsection (b) below. A Hardship distribution of
  Section 401(k) Deferrals must meet the requirements of a safe harbor Hardship
  as described under subsection (a) below. A Hardship distribution under this
  Section 8.6 is not available for QNECs, QMACs or Safe Harbor Contributions. 

	
   
	
   

	
   
	
  (a)
	
  Safe harbor Hardship distribution. To qualify for a safe harbor Hardship, a Participant must
  demonstrate an immediate and heavy financial need, as described in subsection
  (1), and must satisfy the conditions described in subsection (2). 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Immediate and heavy financial need. To be
  considered an immediate and heavy financial need, the Hardship distribution
  must be made on account of one of the following events:

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  the
  incurrence of medical expenses (as described in §213(d) of the Code), of the
  Participant, the Participant’s spouse or dependents; 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  the purchase
  (excluding mortgage payments) of a principal residence for the Participant; 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  payment of
  tuition and related educational fees (including room and board) for the next
  12 months of post-secondary education for the Participant, the Participant’s
  spouse, children or dependents; 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  to prevent
  the eviction of the Participant from, or a foreclosure on the mortgage of,
  the Participant’s principal residence; or 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (v)
	
  any other
  event that the IRS recognizes as a safe harbor Hardship distribution event
  under ruling, notice or other guidance of general applicability. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  A
  Participant must provide the Plan Administrator with a written request for a
  Hardship distribution. The Plan Administrator may require written
  documentation, as it deems necessary, to sufficiently document the existence
  of a proper Hardship event.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Conditions for taking a safe harbor Hardship withdrawal.
  A Participant may receive a safe harbor Hardship withdrawal only if all of
  the following conditions are satisfied. 
  

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  The
  Participant has obtained all available distributions, other than Hardship
  distributions, and all nontaxable loans under the Plan and all other
  qualified plans maintained by the Employer. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  The
  Participant is suspended from making any Section 401(k) Deferrals (and any
  Employee After-Tax Contributions) under the Plan or any other plans (other
  than welfare benefit plans) maintained by the Employer for 12 months after
  the receipt of the Hardship distribution. 




54











	
   
	
   
	
   
	
  (iii)
	
  The
  distribution is not in excess of the amount of the immediate and heavy
  financial need (including amounts necessary to pay any federal, state or local
  income taxes or penalties reasonably anticipated to result from the
  distribution). 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  The
  limitation on Elective Deferrals under Code §402(g) for the Participant for
  the taxable year immediately following the taxable year of the Hardship distribution
  is reduced by the amount of any Elective Deferrals the Participant made
  during the taxable year of the Hardship distribution. 

	
   
	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Non-safe harbor Hardship distribution. The Employer may elect under Part 10, #38.d. of the Agreement
  [Part 10, #56.d. of the 401(k) Agreement] to permit a Hardship distribution
  of Employer Contributions (other than Section 401(k) Deferrals) on account of
  an immediate and heavy financial need (as described in subsection (a)(1)
  above), but without regard to the requirements of subsection (a)(2) above.
  Solely for the purpose of applying this subsection (b), a Hardship
  distribution will be on account of an immediate and heavy financial need if
  such Hardship distribution is made to pay for funeral expenses for a family
  member of the Participant or upon the Participant’s Disability. The Employer
  may add other permitted Hardship events under Part 10, #39.d. of the
  Nonstandardized Agreement [Part 10, #57.d. of the Nonstandardized 401(k)
  Agreement]. A non-safe harbor Hardship distribution is not available for
  Section 401(k) Deferrals, QNECs, QMACs, or Safe Harbor Contributions. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Amount available for distribution. A Participant may receive a Hardship distribution of any
  portion of his/her vested Employer Contribution Account or Employer Matching
  Contribution Account (including earnings thereon), as permitted under Part 10
  of the Agreement. A Participant may receive a Hardship distribution of any
  portion of his/her Section 401(k) Deferral Account, if permitted under Part
  10 of the Agreement, provided such distribution, when added to other Hardship
  distributions from Section 401(k) Deferrals, does not exceed the total
  Section 401(k) Deferrals the Participant has made to the Plan (increased by
  income allocable to such Section 401(k) Deferrals that was credited by the
  later of December 31, 1988 or the end of the last Plan Year ending before
  July 1, 1989). A Participant may not receive a Hardship distribution from
  his/her QNEC Account, QMAC Account, Safe Harbor Nonelective Contribution
  Account or Safe Harbor Matching Contribution Account. 

	
   
	
   
	
   

	
  8.7
	
  Participant Consent. If the
  value of a Participant’s entire vested Account Balance exceeds $5,000 (as
  determined in accordance with Section 8.3(e)), the Participant must consent
  to any distribution of such Account Balance prior to his/her Required
  Beginning Date (as defined in Section 10.3(a)). The Employer may modify this
  provision under Part 9, #37.b. of the Agreement [Part 9, #55.b. of the 401(k)
  Agreement] to provide for automatic distribution to a terminated Participant
  (or Beneficiary) as of the date the Participant attains (or would have
  attained if not deceased) the later of Normal Retirement Age or age 62. A
  Participant must consent in writing to a distribution under this Section 8.7
  within the 90-day period ending on the Distribution Commencement Date (as
  defined in Section 22.56). If the Participant is subject to the Joint and
  Survivor Annuity requirements under Article 9 of this Plan, the Participant’s
  spouse (if the Participant is married at the time of the distribution) also
  must consent to the distribution in accordance with Section 9.2. If the
  distribution is an Eligible Rollover Distribution, the Participant must also
  direct the Plan Administrator as to whether he/she wants a Direct Rollover
  and if so, the name of the Eligible Retirement Plan to which the distribution
  will be made. (See Section 8.8 for more information regarding the Direct
  Rollover rules.) 

	
   
	
   

	
   
	
  (a)
	
  Participant notice. Prior
  to receiving a distribution from the Plan, the Participant must be notified
  of his/her right to defer any distribution from the Plan in accordance with
  the provisions under Article 10 of this BPD. The notification shall include a
  general description of the material features and the relative values of the
  optional forms of benefit available under the Plan (consistent with the
  requirements under Code §417(a)(3)). The notice must be provided no less than
  30 days and no more than 90 days prior to the Participant’s Distribution
  Commencement Date. However, distribution may commence less than 30 days after
  the notice is given, if the Participant is clearly informed of his/her right
  to take 30 days after receiving the notice to decide whether or not to elect
  a distribution (and, if applicable, a particular distribution option), and
  the Participant, after receiving the notice, affirmatively elects to receive
  the distribution prior to the expiration of the 30-day minimum period. (But
  see Section 9.5(a) for the rules regarding the timing of distributions when
  the Joint and Survivor Annuity requirements apply.) The notice requirements
  described in this paragraph may be satisfied by providing a summary of the
  required information, so long as the conditions described in applicable
  regulations for the provision of such a summary are satisfied, and the full
  notice is also provided (without regard to the 90-day period described in
  this subsection). 

	
   
	
   
	
   

	
   
	
  (b)
	
  Special rules. The consent
  rules under this Section 8.7 apply to distributions made after the Participant’s
  termination of employment and to distributions made prior to the
  Participant’s termination of employment. However, the consent of the
  Participant (and the Participant’s spouse, if applicable) shall not be
  required to the extent that a distribution is made: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  to satisfy
  the required minimum distribution rules under Article 10; 




55











	
   
	
   
	
  (2)
	
  to satisfy
  the requirements of Code §415, as described in Article 7; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  to correct
  Excess Deferrals, Excess Contributions or Excess Aggregate Contributions, as
  described in Article 17. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  In addition,
  if distributions are being made on account of the termination of the Plan,
  and an annuity option is not available under the Plan, the Participant’s
  Account Balance will, without the Participant’s consent, be distributed to
  the Participant, without regard to the value of the Participant’s vested
  Account Balance, unless the Employer (or any Related Employer) maintains
  another Defined Contribution Plan (other than an employee stock ownership
  plan as defined in Code §4975(e)(7)). If the Employer or any Related Employer
  maintains another Defined Contribution Plan (other than an employee stock
  ownership plan), then the Participant’s Account Balance will be transferred,
  without the Participant’s consent, to the other plan, if the Participant does
  not consent to an immediate distribution (to the extent consent to an
  immediate distribution is otherwise required under this Section 8.7).

	
   
	
   
	
   

	
  8.8
	
  Direct Rollovers. This
  Section 8.8 applies to distributions made on or after January 1, 1993.
  Notwithstanding any provision in the Plan to the contrary, a Participant may
  elect to have all or any portion of an Eligible Rollover Distribution paid
  directly to an Eligible Retirement Plan in a Direct Rollover. If a
  Participant elects a Direct Rollover of only a portion of an Eligible
  Rollover Distribution, the Plan Administrator may require that the amount
  being rolled over equals at least $500. 

	
   
	
   

	
   
	
  For purposes
  of this Section 8.8, a Participant includes a Participant or former
  Participant. In addition, this Section applies to any distribution from the
  Plan made to a Participant’s surviving spouse or to a Participant’s spouse or
  former spouse who is the Alternate Payee under a QDRO, as defined in Section
  22.151.

	
   
	
   

	
   
	
  If it is
  reasonable to expect (at the time of the distribution) that the total amount
  the Participant will receive as a distribution during the calendar year will
  total less than $200, the Employer need not offer the Participant a Direct
  Rollover option with respect to such distribution.

	
   
	
   

	
   
	
  (a)
	
  Eligible Rollover Distribution.
  An Eligible Rollover Distribution is any distribution of all or any portion
  of a Participant’s Account Balance, except for the following distributions: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  any
  distribution that is one of a series of substantially equal periodic payments
  (not less frequently than annually) made for the life (or Life Expectancy) of
  the Participant or the joint lives (or joint Life Expectancies) of the
  Participant and the Participant’s Beneficiary, or for a specified period of
  ten years or more; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  any
  distribution to the extent such distribution is a required minimum
  distribution under Article 10; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the portion
  of any distribution that is not includible in gross income (determined
  without regard to the exclusion for net unrealized appreciation with respect
  to Employer securities); 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  an
  in-service Hardship withdrawal of Section 401(k) Deferrals, as described in
  subsection (e) below; and 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (5)
	
  a distribution
  made to satisfy the requirements of Code §415, as described in Article 7, or
  a distribution to correct Excess Deferrals, Excess Contributions or Excess
  Aggregate Contributions, as described in Article 17. 

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Eligible Retirement Plan.
  An Eligible Retirement Plan is: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  an
  individual retirement account described in §408(a) of the Code;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  an
  individual retirement annuity described in §408(b) of the Code;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  an annuity
  plan described in §403(a) of the Code; or

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  a qualified
  plan described in §401(a) of the Code. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  However, in
  the case of an Eligible Rollover Distribution to a surviving spouse, an
  Eligible Retirement Plan is only an individual retirement account or
  individual retirement annuity.

	
   
	
   
	
   

	
   
	
  (c)
	
  Direct Rollover. A Direct
  Rollover is a payment made directly from the Plan to the Eligible Retirement
  Plan specified by the Participant. The Plan Administrator may develop
  reasonable procedures for accommodating Direct Rollover requests. 




56











	
   
	
  (d)
	
  Direct Rollover notice. A
  Participant entitled to an Eligible Rollover Distribution must receive a
  written explanation of his/her right to a Direct Rollover, the tax
  consequences of not making a Direct Rollover, and, if applicable, any
  available special income tax elections. The notice must be provided within
  the same 30 – 90 day timeframe applicable to the Participant consent notice
  under Section 8.7(a). The Direct Rollover notice must be provided to all
  Participants, unless the total amount the Participant will receive as a
  distribution during the calendar year is expected to be less than $200. 

	
   
	
   
	
   

	
   
	
   
	
  If a
  Participant terminates employment with a total vested Account Balance of
  $5,000 or less (as determined under Section 8.3(e)) and the Participant does
  not respond to the Direct Rollover notice indicating whether a Direct
  Rollover is desired and the name of the Eligible Retirement Plan to which the
  Direct Rollover is to be made, the Plan Administrator will distribute the
  Participant’s entire vested Account Balance (in accordance with Section
  8.3(b)) no earlier than 30 days and no later than 90 days following the
  provision of the notice under Section 8.7. The notice will describe the
  procedures for making a default distribution under this paragraph, including
  any rules for making a default Direct Rollover to an IRA. Any default
  provisions described under the notice must be applied uniformly and in a
  nondiscriminatory manner. If the notice provides for a default Direct
  Rollover, the default distribution will be made as a Direct Rollover to the
  IRA designated under the notice. The notice must contain pertinent
  information regarding the Direct Rollover, including the name, address, and
  telephone number of the IRA trustee and information regarding IRA maintenance
  and withdrawal fees and how the IRA funds will be invested. The notice will
  describe the timing of the Direct Rollover and the Participant’s ability to
  affirmatively opt out of the Direct Rollover. The selection of an IRA
  trustee, custodian or issuer and the selection of IRA investments for
  purposes of a default Direct Rollover constitutes a fiduciary act subject to
  the general fiduciary standards and prohibited transaction provisions of
  ERISA.

	
   
	
   
	
   

	
   
	
  (e)
	
  Special rules for Hardship withdrawals of Section 401(k) Deferrals. A Hardship withdrawal of
  Section 401(k) Deferrals (as described in Code §401(k)(2)(B)(i)(IV)) is not
  an Eligible Rollover Distribution to the extent such withdrawal is made after
  December 31, 1998 or, if later, the first day (but not later than January 1,
  2000) that the Plan Administrator begins to treat such Hardship withdrawals
  as ineligible for rollover. Subject to any contrary pronouncement under
  statute, regulation or IRS guidance, the Employer may treat a Hardship
  withdrawal of Section 401(k) Deferrals as an Eligible Rollover Distribution
  if the Participant otherwise satisfies a non-Hardship distribution event
  described in Code §401(k)(2) or (10) at the time of the withdrawal,
  regardless of whether the Plan’s procedures characterizes such distribution
  as a Hardship withdrawal. 

	
   
	
   
	
   

	
  8.9
	
  Sources of Distribution.
  Unless provided otherwise in separate administrative provisions adopted by
  the Plan Administrator, in applying the distribution provisions under this
  Article 8, distributions will be made on a pro rata basis from all Accounts
  from which a distribution is permitted under this Article. Alternatively, the
  Plan Administrator may permit Participants to direct the Plan Administrator
  as to which Account the distribution is to be made. Regardless of a
  Participant’s direction as to the source of any distribution, the tax effect
  of such a distribution will be governed by Code §72 and the regulations
  thereunder.

	
   
	
   

	
   
	
  (a)
	
  Exception for Hardship withdrawals. If the Plan permits a Hardship withdrawal from both Section
  401(k) Deferrals and Employer Contributions, a Hardship distribution will
  first be treated as having been made from a Participant’s Employer
  Contribution Account and then from the Employer’s Matching Contribution
  Account, to the extent such Hardship distribution is available with respect
  to such Accounts. Only when all available amounts have been exhausted under
  the Participant’s Employer Contribution Account and/or Employer Matching
  Contribution Account will a Hardship distribution be made from a
  Participant’s Section 401(k) Deferral Account. The Plan Administrator may
  modify this provision in separate administrative procedures.

	
   
	
   
	
   

	
   
	
  (b)
	
  In-kind distributions.
  Nothing in this Article precludes the Plan Administrator from making a
  distribution in the form of property, or other in-kind distribution 




57










ARTICLE 9

JOINT AND SURVIVOR ANNUITY REQUIREMENTS


This Article provides rules concerning the application of the Joint and
Survivor Annuity requirements under this Plan. If the Plan is a profit sharing
plan or a 401(k) plan, Part 11, #41.b. of the Agreement [Part 11, #59.b. of the
401(k) Agreement] permits the Employer to apply the Joint and Survivor Annuity
requirements to all Participants under the Plan. If the Employer does not elect
to apply the Joint and Survivor Annuity requirements to all Participants, the
Plan is only subject to the Joint and Survivor Annuity requirements to the
extent required under Section 9.1(b) of this Article. 


	
  9.1
	
  Applicability. Except as
  provided in Section 9.6 below, this Article 9 applies to any distribution
  received by a Participant under the money purchase plan Agreement or the
  target benefit plan Agreement. For a profit sharing plan or 401(k) plan, the
  following rules apply. 

	
   
	
   

	
   
	
  (a)
	
  Election to have requirements apply.
  If this Plan is a profit sharing plan or a 401(k) plan, and the Employer
  elects under Part 11, #41.b. of the profit sharing plan Agreement or Part 11,
  #59.b. of the 401(k) Agreement to apply the Joint and Survivor Annuity
  requirements, then this Article 9 applies in the same manner as it does to a
  money purchase plan or a target benefit plan. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Election to have requirements not apply. If this Plan is a profit sharing plan or a 401(k) plan, and
  the Employer elects under Part 11, #41.a. of the profit sharing plan
  Agreement or Part 11, #59.a. of the 401(k) Agreement not to apply the Joint
  and Survivor Annuity requirements, this Article 9 generally will not apply to
  distributions from the Plan. However, the rules of this Article 9 will apply
  to a Participant under the following conditions: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the
  Participant elects to receive his/her benefit in the form of a life annuity
  (if a life annuity is a permissible distribution option under Part 11 of the
  Agreement); or 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  the Participant
  has received a direct or indirect transfer of benefits (other than a
  Qualified Transfer as defined in Section 3.3(d)) from any plan which was
  subject to the Joint and Survivor Annuity requirements at the time of the
  transfer (but only to such transferred benefits); or 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the
  Participant’s benefits under the Plan are used to offset the benefits under
  another plan of the Employer that is subject to the Joint and Survivor
  Annuity requirements. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  Nothing in
  this subsection (b) prohibits a Plan Administrator from developing
  administrative procedures that apply the spousal consent requirements
  outlined in this Article 9 to a Plan that is not otherwise subject to the
  Joint and Survivor Annuity requirements. For example, the Plan Administrator
  may require under separate administrative procedures to require spousal
  consent to Participant distributions or may in a separate loan procedure
  require spousal consent prior to granting a Participant loan, without
  subjecting the Plan to the Joint and Survivor Annuity requirements.

	
   
	
   
	
   

	
   
	
  (c)
	
  Accumulated deductible employee contributions. For purposes of applying the rules under this Section 9.1, any
  distribution from a separate Account under a money purchase plan or a target
  benefit plan which is attributable solely to accumulated deductible employee
  contributions, as defined in Code §72(o)(5)(B), is treated as a distribution
  from a profit sharing plan or 401(k) plan for which the rules under
  subsection (b) above apply. 

	
   
	
   
	
   

	
  9.2
	
  Qualified Joint and Survivor Annuity (QJSA).
  If the Joint and Survivor Annuity requirements apply to a Participant, any
  distribution from the Plan to that Participant must be in the form of a QJSA
  (as defined in Section 9.4(a)), unless the Participant (and the Participant’s
  spouse, if the Participant is married) elects to receive the distribution in
  an alternative form, as authorized under Part 11 of the Agreement. Any
  election of an alternative form of distribution must be pursuant to a
  Qualified Election. Only the Participant needs consent (pursuant to Section
  8.7) to the commencement of a distribution in the form of a QJSA. 

	
   
	
   

	
  9.3
	
  Qualified Preretirement Survivor Annuity (QPSA). If the Joint and Survivor Annuity requirements apply to a
  Participant who dies before the Distribution Commencement Date, the spouse of
  that Participant is entitled to receive a QPSA (as defined in Section
  9.4(b)), unless the Participant and spouse have waived the QPSA pursuant to a
  Qualified Election. The Employer may elect under Part 11, #41.c. of the Agreement
  [Part 11, #59.c. of the 401(k) Agreement] that a surviving spouse is not
  entitled to a QPSA benefit if the Participant and surviving spouse were not
  married throughout the one year period ending on the date of the
  Participant’s death. Any portion of a Participant’s vested Account Balance
  that is not payable to the surviving spouse as a QPSA (or other form elected
  by the surviving spouse) constitutes a non-QPSA death benefit and is payable
  under the rules described in Section 8.4. 




58











	
  9.4

  	
  Definitions. 

  
	
   
	
   

	
   
	
  (a)

  	
  Qualified Joint and Survivor Annuity (QJSA). A QJSA is an immediate annuity payable over the life of the
  Participant with a survivor annuity payable over the life of the spouse. If
  the Participant is not married as of the Distribution Commencement Date, the
  QJSA is an immediate annuity payable over the life of the Participant. The
  survivor annuity must provide for payments to the surviving spouse equal to
  50% of the payments that the Participant is entitled under the annuity during
  the joint lives of the Participant and the spouse. The Employer may elect
  under Part 11, #41.b. of the Agreement [Part 11, #59.b. of the 401(k)
  Agreement] to make payments to the surviving spouse equal to 100%, 75% or
  66-2/3% (instead of 50%) of the payments the Participant is entitled to under
  the annuity. 

  
	
   
	
   
	
   

	
   
	
  (b)

  	
  Qualified Preretirement Survivor Annuity (QPSA). A QPSA is an annuity payable over the life of the surviving
  spouse that is purchased using 50% of the Participant’s vested Account
  Balance as of the date of death. The Employer may elect under Part 11, #41.b.
  of the Agreement [Part 11, #59.b. of the 401(k) Agreement] to provide a QPSA
  equal to 100% (instead of 50%) of the Participant’s vested Account Balance.
  The remaining vested Account Balance will be distributed in accordance with
  the death distribution provisions under Section 8.4. To the extent the
  Participant’s vested Account Balance is derived from Employee After-Tax
  Contributions, the QPSA will share in the Employee After-Tax Contributions in
  the same proportion as the Employee After-Tax Contributions bear to the total
  vested Account Balance of the Participant.

  
	
   
	
   
	
   

	
   
	
   
	
  The
  surviving spouse may elect to have the QPSA distributed at any time following
  the Participant’s death (subject to the required minimum distribution rules
  under Article 10) and may elect to receive distribution in any form permitted
  under Section 8.1 of the Plan. If the surviving spouse fails to elect
  distribution upon the Participant’s death, the QPSA benefit will be
  distributed in accordance with Section 8.4.

  
	
   
	
   
	
   

	
   
	
  (c)
	
  Distribution Commencement Date.
  The Distribution Commencement Date is the date an Employee commences
  distributions from the Plan. If a Participant commences distribution with
  respect to a portion of his/her Account Balance, a separate Distribution
  Commencement Date applies to any subsequent distribution. If distribution is
  made in the form of an annuity, the Distribution Commencement Date is the
  first day of the first period for which annuity payments are made. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Qualified Election. A
  Participant (and the Participant’s spouse) may waive the QJSA or QPSA
  pursuant to a Qualified Election. If it is established to the satisfaction of
  a plan representative that there is no spouse or that the spouse cannot be
  located, any waiver signed by the Participant is deemed to be a Qualified
  Election. For this purpose, a Participant will be deemed to not have a spouse
  if the Participant is legally separated or has been abandoned and the
  Participant has a court order to such effect. However, a former spouse of the
  Participant will be treated as the spouse or surviving spouse and any current
  spouse will not be treated as the spouse or surviving spouse to the extent
  provided under a QDRO. 

	
   
	
   
	
   

	
   
	
   
	
  A Qualified
  Election is a written election signed by both the Participant and the
  Participant’s spouse (if applicable) that specifically acknowledges the
  effect of the election. The spouse’s consent must be witnessed by a plan
  representative or notary public. In the case of a waiver of the QJSA, the
  election must designate an alternative form of benefit payment that may not
  be changed without spousal consent (unless the spouse enters into a general
  consent agreement expressly permitting the Participant to change the form of
  payment without any further spousal consent). In the case of a waiver of the
  QPSA, the election must be made within the QPSA Election Period and the
  election must designate a specific alternate Beneficiary, including any class
  of Beneficiaries or any contingent Beneficiaries, which may not be changed
  without spousal consent (unless the spouse enters into a general consent
  agreement expressly permitting the Participant to change the Beneficiary
  designation without any further spousal consent).

	
   
	
   
	
   

	
   
	
   
	
  Any consent
  by a spouse under a Qualified Election (or a determination that the consent
  of a spouse is not required) shall be effective only with respect to such
  spouse. If the Qualified Election permits the Participant to change a payment
  form or Beneficiary designation without any further consent by the spouse,
  the Qualified Election must acknowledge that the spouse has the right to
  limit consent to a specific form of benefit or a specific Beneficiary, as
  applicable, and that the spouse voluntarily elects to relinquish either or
  both of such rights. A Participant or spouse may revoke a prior waiver of the
  QPSA benefit at any time before the commencement of benefits. Spousal consent
  is not required for a Participant to revoke a prior QPSA waiver. No consent
  obtained under this provision shall be valid unless the Participant has
  received notice as provided in Section 9.5 below.

	
   
	
   
	
   

	
   
	
  (e)
	
  QPSA Election Period. A
  Participant (and the Participant’s spouse) may waive the QPSA at any time
  during the QPSA Election Period. The QPSA Election Period is the period
  beginning on the first day of the Plan Year in which the Participant attains
  age 35 and ending on the date of the Participant’s death. If a Participant
  separates from service prior to the first day of the Plan Year in which age
  35 is attained, with respect to the Account Balance as of the date of
  separation, the QPSA Election Period begins on the date of separation. 




59











	
   
	
  (f)
	
  Pre-Age 35 Waiver. A
  Participant who has not yet attained age 35 as of the end of a Plan Year may
  make a special Qualified Election to waive, with spousal consent, the QPSA
  for the period beginning on the date of such election and ending on the first
  day of the Plan Year in which the Participant will attain age 35. Such
  election is not valid unless the Participant receives the proper notice
  required under Section 9.5 below. QPSA coverage is automatically reinstated
  as of the first day of the Plan Year in which the Participant attains age 35.
  Any new waiver on or after such date must satisfy all the requirements for a
  Qualified Election. 

	
   
	
   
	
   

	
  9.5
	
  Notice Requirements. 

	
   
	
   

	
   
	
  (a)
	
  QJSA. In the case of a
  QJSA, the Plan Administrator shall provide each Participant with a written
  explanation of: (1) the terms and conditions of the QJSA; (2) the
  Participant’s right to make and the effect of an election to waive the QJSA
  form of benefit; (3) the rights of the Participant’s spouse; and (4) the
  right to make, and the effect of, a revocation of a previous election to
  waive the QJSA. The notice must be provided to each Participant under the
  Plan no less than 30 days and no more than 90 days prior to the Distribution
  Commencement Date. 

	
   
	
   
	
   

	
   
	
   
	
  A
  Participant may commence receiving a distribution in a form other than a QJSA
  less than 30 days after receipt of the written explanation described in the
  preceding paragraph provided: (1) the Participant has been provided with
  information that clearly indicates that the Participant has at least 30 days
  to consider whether to waive the QJSA and elect (with spousal consent) a form
  of distribution other than a QJSA; (2) the Participant is permitted to revoke
  any affirmative distribution election at least until the Distribution
  Commencement Date or, if later, at any time prior to the expiration of the
  7-day period that begins the day after the explanation of the QJSA is
  provided to the Participant; and (3) the Distribution Commencement Date is
  after the date the written explanation was provided to the Participant. For
  distributions on or after December 31, 1996, the Distribution Commencement Date
  may be a date prior to the date the written explanation is provided to the
  Participant if the distribution does not commence until at least 30 days
  after such written explanation is provided, subject to the waiver of the
  30-day period.

	
   
	
   
	
   

	
   
	
  (b)
	
  QPSA. In the case of a
  QPSA, the Plan Administrator shall provide each Participant within the
  applicable period for such Participant a written explanation of the QPSA in
  such terms and in such manner as would be comparable to the explanation
  provided for the QJSA in subsection (a) above. The applicable period for a
  Participant is whichever of the following periods ends last: (1) the period
  beginning with the first day of the Plan Year in which the Participant
  attains age 32 and ending with the close of the Plan Year preceding the Plan
  Year in which the Participant attains age 35; (2) a reasonable period ending
  after the individual becomes a Participant; or (3) a reasonable period ending
  after the joint and survivor annuity requirements first apply to the Participant.
  Notwithstanding the foregoing, notice must be provided within a reasonable
  period ending after separation from service in the case of a Participant who
  separates from service before attaining age 35. 

	
   
	
   
	
   

	
   
	
   
	
  For purposes
  of applying the preceding paragraph, a reasonable period ending after the
  enumerated events described in (2) and (3) is the end of the two-year period
  beginning one year prior to the date the applicable event occurs, and ending
  one year after that date. In the case of a Participant who separates from
  service before the Plan Year in which age 35 is attained, notice shall be
  provided within the two-year period beginning one year prior to separation
  and ending one year after separation. If such a Participant thereafter
  returns to employment with the employer, the applicable period for such
  Participant shall be redetermined.

	
   
	
   
	
   

	
  9.6
	
  Exception to the Joint and Survivor Annuity Requirements. Except as provided in Section 9.7, this Article 9 does not
  apply to any Participant who has not earned an Hour of Service with the
  Employer on or after August 23, 1984. In addition, if, as of the Distribution
  Commencement Date, the Participant’s vested Account Balance (for pre-death
  distributions) or the value of the QPSA death benefit (for post-death distributions)
  does not exceed $5,000, the Participant or surviving spouse, as applicable,
  will receive a lump sum distribution pursuant to Section 8.4(b)(1), in lieu
  of any QJSA or QPSA benefits. (See Section 8.3(e) for special rules for
  calculating the value of a Participant’s vested Account Balance.) 

	
   
	
   

	
  9.7
	
  Transitional Rules. Any
  living Participant not receiving benefits on August 23, 1984, who would
  otherwise not receive the benefits prescribed under this Article 9 must be
  given the opportunity to elect to have the preceding provisions of this
  Article 9 apply if such Participant is credited with at least one Hour of
  Service under this Plan or a predecessor plan in a Plan Year beginning on or
  after January 1, 1976, and such Participant had at least 10 years of vesting
  service when he or she separated from service. The Participant must be given
  the opportunity to elect to have this Article 9 apply during the period
  commencing on August 23, 1984, and ending on the date benefits would
  otherwise commence to such Participant. A Participant described in this
  paragraph who has not elected to have this Article 9 apply is subject to the
  rules in this Section 9.7 instead. Also, a Participant who does not qualify
  to elect to have this Article 9 apply because such Participant does not have
  at least 10 Years of Service for vesting purposes is subject to the rules of
  this Section 9.7. 




60











	
   
	
  Any living
  Participant not receiving benefits on August 23, 1984, who was credited with
  at least one Hour of Service under this Plan or a predecessor plan on or
  after September 2, 1974, and who is not otherwise credited with any service
  in a Plan Year beginning on or after January 1, 1976, must be given the
  opportunity to have his/her benefits paid in accordance with the following
  paragraph. The Participant must be given the opportunity to elect to have
  this Section 9.7 apply (other than the first paragraph of this Section)
  during the period commencing on August 23, 1984, and ending on the date
  benefits would otherwise commence to such Participant.

	
   
	
   

	
   
	
  If, under
  either of the preceding two paragraphs, a Participant is subject to this
  Section 9.7, the following rules apply.

	
   
	
   

	
   
	
  (a)
	
  Automatic joint and survivor annuity. If benefits in the form of a life annuity become payable to a
  married Participant who: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  begins to
  receive payments under the Plan on or after Normal Retirement Age;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  dies on or
  after Normal Retirement Age while still working for the Employer;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  begins to
  receive payments on or after the Qualified Early Retirement Age; or 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  separates
  from service on or after attaining Normal Retirement Age (or the Qualified
  Early Retirement Age) and after satisfying the eligibility requirements for
  the payment of benefits under the plan and thereafter dies before beginning
  to receive such benefits;

	
   
	
   
	
   
	
   

	
   
	
   
	
  then such
  benefits will be received under this plan in the form of a QJSA, unless the
  Participant has elected otherwise during the election period. For this
  purpose, the election period must begin at least 6 months before the
  participant attains Qualified Early Retirement Age and end not more than 90
  days before the commencement of benefits. Any election hereunder will be in
  writing and may be changed by the Participant at any time.

	
   
	
   
	
   

	
   
	
  (b)
	
  Election of early survivor annuity.
  A Participant who is employed after attaining the Qualified Early Retirement
  Age will be given the opportunity to elect, during the election period, to
  have a survivor annuity payable on death. If the Participant elects the survivor
  annuity, payments under such annuity must not be less than the payments that
  would have been made to the spouse under the QJSA if the Participant had
  retired on the day before his or her death. Any election under this provision
  will be in writing and may be changed by the Participant at any time. For
  this purpose, the election period begins on the later of (1) the 90th day
  before the Participant attains the Qualified Early Retirement Age, or (2) the
  date on which participation begins, and ends on the date the Participant
  terminates employment. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Qualified Early Retirement Age.
  The Qualified Early Retirement Age is the latest of: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the earliest
  date, under the plan, on which the Participant may elect to receive
  retirement benefits, 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  the first
  day of the 120th month beginning before the Participant reaches Normal
  Retirement Age, or 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the date the
  Participant begins participation under the Plan. 




61










ARTICLE 10

REQUIRED DISTRIBUTIONS


This Article provides for the required commencement of distributions
upon certain events. In addition, this Article places limitations on the period
over which distributions may be made to a Participant or Beneficiary. To the
extent the distribution provisions of this Plan, particularly Articles 8 and 9,
are inconsistent with the provisions of this Article 10, the provisions of this
Article control. Part 13 of the Agreement contains specific elections for
applying the rules under this Article 10. 


	
  10.1
	
  Required Distributions Before Death. 

	
   
	
   

	
   
	
  (a)
	
  Deferred distributions. A
  Participant must be permitted to receive a distribution from the Plan no
  later than the 60th day after the latest of the close of the Plan Year in
  which: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the
  Participant attains age 65 (or Normal Retirement Age, if earlier); 

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the
  Participant terminates service with the Employer. 

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Required minimum distributions.
  The entire interest of a Participant must be distributed or begin to be
  distributed no later than the Participant’s Required Beginning Date (as
  defined in Section 10.3(a)) over one of the following periods (or a
  combination thereof): 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the life of
  the Participant, 

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  a period
  certain not extending beyond the Life Expectancy of the Participant, or 

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  If the
  Participant’s interest is to be distributed over a period designated under
  subsection (3) or (4) above, the amount required to be distributed for each
  calendar year must at least equal the quotient obtained by dividing the
  Participant’s Benefit (as determined under Section 10.3(g)) by the lesser of
  (i) the Applicable Life Expectancy or (ii) if the Participant’s Designated
  Beneficiary is not his/her spouse, the minimum distribution incidental
  benefit factor set forth in Q&A-4 of Prop. Treas. Reg. §401(a)(9)-2.
  Distributions after the death of the Participant shall be determined using
  the Applicable Life Expectancy as the relevant divisor regardless of the
  Participant’s Designated Beneficiary. 

	
   
	
   
	
   

	
   
	
   
	
  The minimum
  distribution required for the Participant’s first Distribution Calendar Year
  must be made on or before the Participant’s Required Beginning Date. The
  minimum distribution for other Distribution Calendar Years, including the
  minimum distribution for the Distribution Calendar Year in which the
  Participant’s Required Beginning Date occurs, must be made on or before
  December 31 of that Distribution Calendar Year. 

	
   
	
   
	
   

	
   
	
   
	
  If a
  Participant receives a distribution in the form of an annuity purchased from
  an insurance company, distributions thereunder shall be made in accordance
  with the requirements of Code §401(a)(9) and the regulations thereunder. For
  calendar years beginning before January 1, 1989, if the Participant’s spouse
  is not the Designated Beneficiary, the method of distribution selected must
  ensure that at least 50% of the Present Value of the amount available for
  distribution is paid within the life expectancy of the Participant. 

	
   
	
   
	
   

	
  10.2
	
  Required Distributions After Death. 

	
   
	
   

	
   
	
  (a)
	
  Distribution beginning before death. If the Participant dies after he/she has begun receiving
  distributions under Section 10.1(b), the remaining portion of the
  Participant’s vested Account Balance shall continue to be distributed at
  least as rapidly as under the method of distribution being used prior to the
  Participant’s death. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Distribution beginning after death. Subject to the rules under Section 8.4(b), if the Participant
  dies before receiving distributions under Section 10.1(b), distribution of
  the Participant’s entire vested Account Balance shall be completed by
  December 31 of the calendar year containing the fifth anniversary of the
  Participant’s death, except to the extent an election is made to receive
  distributions in accordance with subsection (1) or (2) below. 




62











	
   
	
   
	
  (1)
	
  To the
  extent any portion of the Participant’s vested Account Balance is payable to
  a Designated Beneficiary, distributions may be made over the life of the
  Designated Beneficiary or over a period certain not greater than the Life
  Expectancy of the Designated Beneficiary, provided such distributions begin
  on or before December 31 of the calendar year immediately following the
  calendar year in which the Participant died. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  If the
  Designated Beneficiary is the Participant’s surviving spouse, he/she may
  delay the distribution under subsection (1) until December 31 of the calendar
  year in which the Participant would have attained age 70-1/2, if such date is
  later than the date described in subsection (1). 

	
   
	
   
	
   
	
   

	
   
	
   
	
  If the
  Participant has not made an election pursuant to this subsection (b) by the
  time of his/her death, the Participant’s Designated Beneficiary must elect
  the method of distribution no later than the earlier of (1) December 31 of
  the calendar year in which distributions would be required to begin under
  this subsection (b), or (2) December 31 of the calendar year which contains
  the fifth anniversary of the date of death of the Participant. If the
  Participant has no Designated Beneficiary, or if the Designated Beneficiary
  does not elect a method of distribution, distribution of the Participant’s
  entire interest must be completed by December 31 of the calendar year
  containing the fifth anniversary of the Participant’s death.

	
   
	
   
	
   

	
   
	
   
	
  For purposes
  of this subsection (b), if the surviving spouse dies after the Participant,
  but before payments to such spouse begin, the provisions of this subsection
  (b), with the exception of subsection (2) above, shall be applied as if the
  surviving spouse were the Participant.

	
   
	
   
	
   

	
   
	
  (c)
	
  Treatment of trust beneficiaries as Designated Beneficiaries. If a trust is properly named as a Beneficiary under the Plan,
  the beneficiaries of the trust will be treated as the Designated
  Beneficiaries of the Participant solely for purposes of determining the
  distribution period under this Article 10 with respect to the trust’s
  interests in the Participant’s vested Account Balance. The beneficiaries of a
  trust will be treated as Designated Beneficiaries for this purpose only if, as
  of the later of the date the trust is named as a Beneficiary of the
  Participant or the Participant’s Required Beginning Date (and as of all
  subsequent periods during which the trust is named as a Beneficiary of the
  Participant), the following requirements are met: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the trust is
  a valid trust under state law, or would be but for the fact there is no
  corpus; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  the trust is
  irrevocable or will, by its terms, become irrevocable upon the death of the
  Participant; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the beneficiaries
  of the trust who are beneficiaries with respect to the trust’s interests in
  the Participant’s vested Account Balance are identifiable from the trust
  instrument; and 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  the Plan
  Administrator receives the documentation described in Question D-7 of
  Proposed Treas. Reg. §1.401(a)(9)-1, as subsequently amended or finally
  adopted. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  If the
  foregoing requirements are satisfied and the Plan Administrator receives such
  additional information as it may request, the Plan Administrator may treat
  such beneficiaries of the trust as Designated Beneficiaries.

	
   
	
   
	
   

	
   
	
  (d)
	
  Trust beneficiary qualifying for marital deduction. If a Beneficiary is a trust (other than an estate marital
  trust) that is intended to qualify for the federal estate tax marital deduction
  under Code §2056 (“marital trust”), then: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  in no event
  will the annual amount distributed from the Plan to the marital trust be less
  than the greater of: 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  all
  fiduciary accounting income with respect to such Beneficiary’s interest in
  the Plan, as determined by the trustee of the marital trust, or  

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  the minimum
  distribution required under this Article 10;

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  the trustee
  of the marital trust (or the trustee’s legal representative) shall be
  responsible for calculating the amount to be distributed under subsection (1)
  above and shall instruct the Plan Administrator in writing to distribute such
  amount to the marital trust; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the trustee
  of the marital trust may from time to time notify the Plan Administrator in
  writing to accelerate payment of all or any part of the portion of such
  Beneficiary’s interest that remains to be distributed, and may also notify
  the Plan Administrator to change the frequency of distributions (but not less
  often than annually); and 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  the trustee
  of the marital trust shall be responsible for characterizing the amounts so
  distributed form the Plan as income or principle under applicable state laws.
  




63











	
  10.3 

  	
  Definitions.

  
	
   
	
   

	
   
	
  (a)

  	
  Required Beginning Date. A
  Participant’s Required Beginning Date is the date designated under subsection
  (1)(i) or (ii) below, as applicable, unless the Employer elects under Part
  13, #52 of the Agreement [Part 13, #70 of the 401(k) Agreement] to apply the
  Old-Law Required Beginning Date, as described in subsection (2) below. If the
  Employer does not select the Old-Law Required Beginning Date under Part 13,
  #52 of the Agreement [Part 13, #70 of the 401(k) Agreement], the Required
  Beginning Date rules under subsection (1) below apply. (But see Section 10.4
  for special rules dealing with operational compliance with the GUST
  Legislation.) 

  
	
   
	
   
	
   

	
   
	
   
	
  (1)

  	
  “New-law” Required Beginning Date. If the
  Employer does not elect to apply the Old-Law Required Beginning Date under
  Part 13, #52 of the Agreement [Part 13, #70 of the 401(k) Agreement], a
  Participant’s Required Beginning Date under the Plan is: 

  
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)

  	
  For Five-Percent Owners. April 1 that
  follows the end of the calendar year in which the Participant attains age
  70-1/2.

  
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)

  	
  For Participants other than Five-Percent Owners.
  April 1 that follows the end of the calendar year in which the later of the
  following two events occurs:

  
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)

  	
  the
  Participant attains age 70-1/2 or 

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  the
  Participant retires. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  If a
  Participant is not a Five-Percent Owner for the Plan Year that ends with or
  within the calendar year in which the Participant attains age 70-1/2, and the
  Participant has not retired by the end of such calendar year, his/her
  Required Beginning Date is April 1 that follows the end of the first
  subsequent calendar year in which the Participant becomes a Five-Percent
  Owner or retires. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  A
  Participant may begin in-service distributions prior to his/her Required
  Beginning Date only to the extent authorized under Article 10 and Part 9 of
  the Agreement. However, if this Plan were amended to add the Required
  Beginning Date rules under this subsection (1), a Participant who attained
  age 70-1/2 prior to January 1, 1999 (or, if later, January 1 following the
  date the Plan is first amended to contain the Required Beginning Date rules
  under this subsection (1)) may receive in-service minimum distributions in
  accordance with the terms of the Plan in existence prior to such amendment. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Old-Law Required Beginning Date. If the
  Old-Law Required Beginning Date is elected under Part 13, #52 of the
  Agreement [Part 13, #70 of the 401(k) Agreement], the Required Beginning Date
  for all Participants will be determined under subsection (1)(i) above,
  without regard to the rule in subsection (1)(ii). The Required Beginning Date
  for all Participants under the Plan will be April 1 of the calendar year
  following attainment of age 70-1/2. 

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Five-Percent Owner. A
  Participant is a Five-Percent Owner for purposes of this Section if such
  Participant is a Five-Percent Owner (as defined in Section 22.88) at any time
  during the Plan Year ending with or within the calendar year in which the
  Participant attains age 70-1/2. Once distributions have begun to a Five-Percent
  Owner under this Article, they must continue to be distributed, even if the
  Participant ceases to be a Five-Percent Owner in a subsequent year. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Designated Beneficiary. A
  Beneficiary designated by the Participant (or the Plan), whose Life Expectancy
  may be taken into account to calculate minimum distributions, pursuant to
  Code §401(a)(9) and the regulations thereunder. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Applicable Life Expectancy.
  The determination of the Applicable Life Expectancy depends on whether the
  term certain method or the recalculation method is being use to adjust the
  Life Expectancy in each Distribution Calendar Year. The recalculation method
  may only be used to determine the Life Expectancy of the Participant and/or
  the Participant’s spouse. The recalculation method is not available with
  respect to a nonspousal Designated Beneficiary. 

	
   
	
   
	
   

	
   
	
   
	
  If the
  Designated Beneficiary is the Participant’s spouse, or if the Participant’s
  (or surviving spouse’s) single life expectancy is the Applicable Life
  Expectancy, the term certain method is used unless the recalculation method
  is elected by the Participant (or by the surviving spouse). If the Designated
  Beneficiary is not the Participant’s spouse, the term certain method is used
  to determine the Life Expectancy of both the Participant and the Designated
  Beneficiary, unless the recalculation method is elected by the Participant
  with respect to his/her Life Expectancy. The term certain method will always
  apply for purposes of determining the




64











	
   
	
   
	
  Applicable
  Life Expectancy of a nonspousal Designated Beneficiary. An election to
  recalculate Life Expectancy (or the failure to elect recalculation) shall be
  irrevocable as of the Participant’s Required Beginning Date as to the
  Participant (or spouse) and shall apply to all subsequent years.

	
   
	
   
	
   

	
   
	
   
	
  If the term
  certain method is being used, the Life Expectancy determined for the first
  Distribution Calendar Year is reduced by one for each subsequent Distribution
  Year. If the recalculation method is used, the following rules apply:

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  If the Life
  Expectancy is the Participant’s (or surviving spouse’s) single Life
  Expectancy, the Applicable Life Expectancy is redetermined for each
  Distribution Year based on the Participant’s (or surviving spouse’s) age on
  his/her birthday which falls in such year. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  If the Life
  Expectancy is a joint and last survivor Life Expectancy based on the ages of
  the Participant and the Participant’s spouse, and the recalculation method is
  elected with respect to both the Participant and his/her spouse, the
  Applicable Life Expectancy is redetermined for each Distribution Year based
  on the ages of the individuals on their birthdays that fall in such year.

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  If the Life
  Expectancy is a joint and last survivor Life Expectancy based on the ages of
  the Participant and the Participant’s spouse, and the recalculation method is
  elected with respect to only one such individual, or if the Life Expectancy
  is a joint and last survivor Life Expectancy based on the ages of the
  Participant and a nonspousal Designated Beneficiary, and the recalculation
  method is elected with respect to the Participant, the Applicable Life
  Expectancy is determined in accordance with the procedures outlined in Prop.
  Treas. Reg. §1.401(a)(9)-1, E-8(b), or other applicable guidance.

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Life Expectancy. For
  purposes of determining a Participant’s required minimum distribution amount,
  Life Expectancy and joint and last survivor Life Expectancy are computed
  using the expected return multiples in Tables V and VI of §1.72-9 of the
  Income Tax Regulations. 

	
   
	
   
	
   

	
   
	
  (f)
	
  Distribution Calendar Year.
  A calendar year for which a minimum distribution is required. For
  distributions beginning before the Participant’s death, the first
  Distribution Calendar Year is the calendar year immediately preceding the
  calendar year that contains the Participant’s Required Beginning Date. For
  distributions beginning after the Participant’s death, the first Distribution
  Calendar Year is the calendar year in which distributions are required to
  begin pursuant to Section 10.2. 

	
   
	
   
	
   

	
   
	
  (g)
	
  Participant’s Benefit. For
  purposes of determining a Participant’s required minimum distribution, the
  Participant’s Benefit is determined based on his/her Account Balance as of
  the last Valuation Date in the calendar year immediately preceding the
  Distribution Calendar Year increased by the amount of any contributions or
  forfeitures allocated to the Account Balance as of dates in the Distribution
  Calendar Year after the Valuation Date and decreased by distributions made in
  the Distribution Calendar Year after the Valuation Date.

	
   
	
   
	
   

	
   
	
   
	
  If any
  portion of the minimum distribution for the first Distribution Calendar Year
  is made in the second Distribution Calendar Year on or before the Required
  Beginning Date, the amount of the minimum distribution made in the second
  Distribution Calendar Year shall be treated as if it had been made in the
  immediately preceding Distribution Calendar Year.

	
   
	
   
	
   

	
  10.4
	
  GUST Elections. If this
  Plan is being restated to comply with the GUST Legislation (as defined in
  Section 22.96), Appendix B-2 of the Agreement permits the Employer to
  designate how it operated this Plan in compliance with the required minimum
  distribution rules for years prior to the date the Plan is adopted.

	
   
	
   

	
   
	
  (a)
	
  Distributions under Old-Law Required Beginning Date
  rules. Unless the Employer specifically elects to
  apply the Old-Law Required Beginning Date rule under Part 13, #52 of the
  Agreement [Part 13, #70 of the 401(k) Agreement], the Required Beginning Date
  rules (as described in Section 10.3(a)(1)) apply. However, if prior to the
  adoption of this Prototype Plan, the terms of the Plan reflected the Old-Law
  Required Beginning Date rules, minimum distributions for such years are
  required to be calculated in accordance with that Old-Law Required Beginning
  Date, except to the extent any operational elections described in subsection
  (b) or (c) below applied. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Option to postpone distributions. For calendar years beginning after December 31, 1996 and prior
  to the restatement of this Plan to comply with the GUST changes, the Plan may
  have permitted Participants (other than Five-Percent Owners) who would
  otherwise have begun receiving minimum distributions under the terms of the
  Plan in effect for such years to postpone receiving their minimum
  distributions until the Required Beginning Date under Section 10.3(a)(1),
  even though the terms of the Plan (prior to the restatement) did not permit
  such an election. Appendix B-2.a. of the Agreement permits the Employer to
  specify the years during which Participants were permitted to postpone
  receiving minimum distributions under the Plan. Appendix B-2 need not be
  completed if Participants were not provided the option to postpone 




65











	
   
	
   
	
  receiving
  minimum distributions, either because the Plan used the “Old-Law” Required
  Beginning Date rules or because the Plan made distributions under the
  “New-Law” Required Beginning Date rules and contained other optional forms of
  benefit under its general elective distribution provisions that preserved the
  optional forms of benefit under the “Old Law Required Beginning Date” rules.

	
   
	
   
	
   

	
   
	
  (c)
	
  Election to stop minimum required distributions. A Participant (other than a Five-Percent Owner) who began
  receiving minimum distributions in accordance with the Old-Law Required
  Beginning Date rules under the Plan prior to the date the Plan was amended to
  comply with the GUST changes generally must continue to receive such minimum
  distributions, even if the Participant is still employed with the Employer.
  However, prior to the restatement of this Plan to comply with the GUST
  changes, the Plan may have permitted Participants to stop minimum
  distributions if they had not reached the Required Beginning Date described
  in Section 10.3(a)(1), even though the terms of the Plan did not permit such
  an election. Under Appendix B-2.b. of the Agreement, the Employer may
  designate the year in which Participants were permitted to stop receiving
  minimum distributions in accordance with this subsection (c). A Participant
  must recommence minimum distributions as required under the Required
  Beginning Date rules applicable under this restated Plan. 

	
   
	
   
	
   

	
   
	
   
	
  A
  Participant’s election to stop and recommence distributions is subject to the
  spousal consent requirements under Article 9 (if the Plan is otherwise
  subject to the Joint and Survivor Annuity requirements) and is subject to the
  terms of any applicable QDRO. The manner in which the Plan must comply with
  the spousal consent requirements depends on whether or not the Employer
  elects under Appendix B-2.c. of the Agreement to have the recommencement of
  benefits constitute a new Distribution Commencement Date. If the Plan is not
  otherwise subject to the Joint and Survivor Annuity requirements, Appendix
  B-2.c. need not be completed.

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  New Distribution Commencement Date. If the
  Employer elects under Appendix B-2.c.(1) of the Agreement that recommencement
  of benefits will create a new Distribution Commencement Date, no spousal
  consent is required for a Participant to elect to stop distributions, except
  where such distributions are being paid in the form of a QJSA. Where such
  distributions are being paid in the form of a QJSA, in order to comply with
  this subsection (1), the person who was the Participant’s spouse on the
  original Distribution Commencement Date must consent to the election to stop
  distributions and the spouse’s consent must acknowledge the effect of the
  election. Because there is a new Distribution Commencement Date upon
  recommencement of benefits, the Plan, in order to satisfy this subsection
  (1), must comply with all of the requirements of Article 9 upon such
  recommencement, including payment of a QPSA (as defined in Section 9.4(b)) if
  the Participant dies before the new Distribution Commencement Date. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  No new Distribution Commencement Date. If
  the Employer elects under Appendix B-2.c.(2) of the Agreement that
  recommencement of benefits will not create a new Distribution Commencement
  Date, no spousal consent is required for the Participant to elect to stop
  required minimum distributions prior to retirement. In addition, no spousal
  consent is required when payments recommence to the Participant if: 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  payments
  recommence to the Participant with the same Beneficiary and in a form of
  benefit that is the same but for the cessation of distributions;

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  the
  individual who was the Participant’s spouse on the Distribution Commencement
  Date executed a general consent within the meaning of §1.401(a)-20, A-31 of
  the regulations; or

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  the individual
  who was the Participant’s spouse on the Distribution Commencement Date
  executed a specific consent to waive a QJSA within the meaning of
  §1.401(a)-20, A-31, and the Participant is not married to that individual
  when benefits recommence.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  To qualify
  under this subsection (2), consent of the individual who was the
  Participant’s spouse on the Distribution Commencement Date is required prior
  to recommencement of distributions if the Participant chooses to recommence
  benefits in a different form than the form in which benefits were being
  distributed prior to the cessation of distributions or with a different
  Beneficiary. Consent of the Participant’s spouse is also required if the
  original form of distribution was a QJSA (as defined in Section 9.4(a)) or
  the spouse originally executed a specific consent to waive the QJSA within
  the meaning of §1.401(a)-20, A-31, of the regulations, and the Participant is
  still married to that individual when benefits recommence.




66











	
  10.5 

  	
  Transitional Rule. The minimum
  distribution requirements in Section 10.2 do not apply if distribution of the
  Participant’s Account Balance is subject to a TEFRA §242(b)(2) election. A
  TEFRA §242(b) election overrides the required minimum distribution rules only
  if the following requirements are satisfied.

  
	
   
	
   

	
   
	
  (a)

  	
  The
  distribution by the Plan is one that would not have disqualified the Plan
  under §401(a)(9) of the Code as in effect prior to amendment by the Deficit
  Reduction Act of 1984. 

  
	
   
	
   
	
   

	
   
	
  (b)
	
  The
  distribution is in accordance with a method of distribution designated by the
  Participant whose interest in the Plan is being distributed or, if the
  Participant is deceased, by a Beneficiary of such Participant. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Such
  designation was in writing, was signed by the Participant or the Beneficiary,
  and was made before January 1, 1984. 

	
   
	
   
	
   

	
   
	
  (d)
	
  The
  Participant had accrued a benefit under the Plan as of December 31, 1983. 

	
   
	
   
	
   

	
   
	
  (e)
	
  The method
  of distribution designated by the Participant or the Beneficiary specifies
  the time at which distribution will commence, the period over which
  distributions will be made, and in the case of any distribution upon the
  Participant’s death, the Beneficiaries of the Participant listed in order of
  priority. 

	
   
	
   
	
   

	
  A
  distribution upon death will not be covered by this transitional rule unless
  the information in the designation contains the required information
  described above with respect to the distributions to be made upon the death
  of the Participant. 

	
   

	
  For any
  distribution which commences before January 1, 1984, but continues after
  December 31, 1983, the Participant, or the Beneficiary, to whom such
  distribution is being made, will be presumed to have designated the method of
  distribution under which the distribution is being made if the method of
  distribution was specified in writing and the distribution satisfies the
  requirements in subsections (a) and (e) above. 

	
   

	
  If a
  designation is revoked any subsequent distribution must satisfy the
  requirements of Code §401(a)(9) and the proposed regulations thereunder. If a
  designation is revoked subsequent to the date distributions are required to
  begin, the Plan must distribute by the end of the calendar year following the
  calendar year in which the revocation occurs the total amount not yet distributed
  which would have been required to have been distributed to satisfy Code
  §401(a)(9) and the proposed regulations thereunder, but for the TEFRA
  §242(b)(2) election. For calendar years beginning after December 31, 1988,
  such distributions must meet the minimum distribution incidental benefit
  requirements in §1.401(a)(9)-2 of the proposed regulations (or other
  applicable regulations). Any changes in the designation will be considered to
  be a revocation of the designation. However, the mere substitution or addition
  of another Beneficiary (one not named in the designation) under the
  designation will not be considered to be a revocation of the designation, so
  long as such substitution or addition does not alter the period over which
  distributions are to be made under the designation, directly or indirectly
  (for example, by altering the relevant measuring life). In the case in which
  an amount is transferred or rolled over from one plan to another plan, the
  rules in Questions J-2 and J-3 of §1.401(a)(9)-1 of the proposed regulations
  (or other applicable regulations) shall apply. 




67










ARTICLE 11

PLAN ADMINISTRATION AND SPECIAL OPERATING RULES


This Article describes the duties and responsibilities of the Plan
Administrator. In addition, this Article sets forth default QDRO procedures and
benefit claims procedures, as well as special operating rules when an Employer
is a member of a Related Employer group and when there is a Short Plan Year.
Provisions related to Plan accounting and investments are contained in Article
13. 


	
  11.1
	
  Plan Administrator. The
  Employer is the Plan Administrator, unless the Employer designates in writing
  another person or persons as the Plan Administrator. The Employer may
  designate the Plan Administrator by name, by reference to the person or group
  of persons holding a certain position, by reference to a procedure under
  which the Plan Administrator is designated, or by reference to a person or
  group of persons charged with the specific responsibilities of Plan
  Administrator. If any Related Employer has executed a Co-Sponsor Adoption
  Page, the Employer referred to in this Section is the Employer that executes
  the Signature Page of the Agreement. 

	
   
	
   

	
   
	
  (a)
	
  Acceptance of responsibility by designated Plan Administrator. If the Employer designates a Plan Administrator other than
  itself, the designated Plan Administrator must accept its responsibilities in
  writing. The designated Plan Administrator will serve in a manner and for the
  time period as agreed upon with the Employer. If more than one person has the
  responsibility of Plan Administrator, the group shall act by majority vote,
  but may designate specific persons to act on the Plan Administrator’s behalf.

	
   
	
   
	
   

	
   
	
  (b)
	
  Resignation of designated Plan Administrator. A designated Plan Administrator may resign by delivering a
  written resignation to the Employer. The Employer may remove a designated
  Plan Administrator by delivering a written notice of removal. If a designated
  Plan Administrator resigns or is removed, and no new Plan Administrator is
  designated, the Employer is the Plan Administrator. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Named Fiduciary. The Plan
  Administrator is the Plan’s Named Fiduciary, unless the Plan Administrator
  specifically names another person as Named Fiduciary and the designated
  person accepts its responsibilities as Named Fiduciary in writing. 

	
   
	
   
	
   

	
  11.2
	
  Duties and Powers of the Plan Administrator. The Plan Administrator will administer the Plan for the
  exclusive benefit of the Plan Participants and Beneficiaries, and in
  accordance with the terms of the Plan. To the extent the terms of the Plan
  are unclear, the Plan Administrator may interpret the Plan, provided such
  interpretation is consistent with the rules of ERISA and Code §401 and is
  performed in a uniform and nondiscriminatory manner. This right to interpret
  the Plan is an express grant of discretionary authority to resolve
  ambiguities in the Plan document and to make discretionary decisions
  regarding the interpretation of the Plan’s terms, including who is eligible
  to participate under the Plan, and the benefit rights of a Participant or
  Beneficiary. The Plan Administrator will not be held liable for any
  interpretation of the Plan terms or decision regarding the application of a
  Plan provision provided such interpretation or decision is not arbitrary or
  capricious. 

	
   
	
   

	
   
	
  (a)
	
  Delegation of duties and powers. To the extent provided for in an agreement with the Employer,
  the Plan Administrator may delegate its duties and powers to one or more
  persons. Such delegation must be in writing and accepted by the person or
  persons receiving the delegation.

	
   
	
   
	
   

	
   
	
  (b)
	
  Specific duties and powers.
  The Plan Administrator has the general responsibility to control and manage
  the operation of the Plan. This responsibility includes, but is not limited
  to, the following: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  To construe
  and enforce the terms of the Plan, including those related to Plan
  eligibility, vesting and benefits; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  To develop
  separate procedures, consistent with the terms of the Plan, to assist in the
  administration of the Plan, including the adoption of separate or modified
  loan policy procedures (see Article 14), procedures for direction of
  investment by Participants (see Section 13.5(c)), procedures for determining
  whether domestic relations orders are QDROs (see Section 11.5), and
  procedures for the proper determination of investment earnings to be
  allocated to Participants’ Accounts (see Section 13.4); 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  To
  communicate with the Trustee and other responsible persons with respect to
  the crediting of Plan contributions, the disbursement of Plan distributions
  and other relevant matters; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  To maintain
  all necessary records which may be required for tax and other administration
  purposes; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (5)
	
  To furnish
  and to file all appropriate notices, reports and other information to
  Participants, Beneficiaries, the Employer, the Trustee and government
  agencies (as necessary); 




68











	
   
	
   
	
  (6)
	
  To answer
  questions Participants and Beneficiaries may have relating to the Plan and
  their benefits; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (7)
	
  To review
  and decide on claims for benefits under the Plan; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (8)
	
  To retain
  the services of other persons, including Investment Managers, attorneys,
  consultants, advisers and others, to assist in the administration of the
  plan; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (9)
	
  To correct
  any defect or error in the administration of the Plan; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (10)
	
  To establish
  a “funding policy and method” for the Plan for purposes of ensuring the Plan
  is satisfying its financial objectives and is able to meet its liquidity
  needs; and 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (11)
	
  To suspend
  contributions, including Section 401(k) Deferrals and/or Employee After-Tax
  Contributions, on behalf of any or all Highly Compensated Employees, if the
  Plan Administrator reasonably believes that such contributions will cause the
  Plan to discriminate in favor of Highly Compensated Employees. See Sections
  17.2(e) and 17.3(e). 

	
   
	
   
	
   
	
   

	
  11.3
	
  Employer Responsibilities.
  The Employer will provide in a timely manner all appropriate information
  necessary for the Plan Administrator to perform its duties. This information includes,
  but is not limited to, Participant compensation data, Employee employment,
  service and termination information, and other information the Plan
  Administrator may require. The Plan Administrator may rely on the accuracy of
  any information and data provided by the Employer. 

	
   
	
   

	
   
	
  The Employer
  will provide to the Trustee written notification of the appointment of any
  person or persons as Plan Administrator, Investment Manager, or other Plan
  fiduciary, and the names, titles and authorities of any individuals who are
  authorized to act on behalf of such persons. The Trustee shall be entitled to
  rely upon such information until it receives written notice of a change in
  such appointments or authorizations.

	
   
	
   

	
  11.4
	
  Plan Administration Expenses.
  All reasonable expenses related to plan administration will be paid from Plan
  assets, except to the extent the expenses are paid (or reimbursed) by the
  Employer. For this purpose, Plan expenses include all reasonable costs,
  charges and expenses incurred by the Trustee in connection with the
  administration of the Trust (including such reasonable compensation to the
  Trustee as may be agreed upon from time to time between the Employer or Plan
  Administrator and the Trustee and any fees for legal services rendered to the
  Trustee). All reasonable additional administrative expenses incurred to
  effect investment elections made by Participants and Beneficiaries under
  Section 13.5(c) shall be paid from the Trust and, as elected by the Plan
  Administrator, shall either be charged (in accordance with such reasonable
  nondiscriminatory rules as the Plan Administrator deems appropriate under the
  circumstances) to the Account of the individual making such election or
  treated as a general expense of the Trust. All transaction-related expenses
  incurred to effect a specific investment for an individually-directed Account
  (such as brokerage commissions and other transfer expenses) shall, as elected
  by the Plan Administrator, either be paid from or otherwise charged directly
  to the Account of the individual providing such direction or treated as a
  general Trust expense. In addition, unless specifically prohibited under
  statute, regulation or other guidance of general applicability, the Plan
  Administrator may charge to the Account of an individual Participant a
  reasonable charge to offset the cost of making a distribution to the
  Participant, Beneficiary, or Alternate Payee. If liquid assets of the Trust
  are insufficient to cover the fees of the Trustee or the Plan Administrator,
  then Trust assets shall be liquidated to the extent necessary for such fees.
  In the event any part of the Trust becomes subject to tax, all taxes incurred
  will be paid from the Trust. 

	
   
	
   

	
  11.5
	
  Qualified Domestic Relations Orders (QDROs). 

	
   
	
   

	
   
	
  (a)
	
  In general. The Plan Administrator
  must develop written procedures for determining whether a domestic relations
  order is a QDRO and for administering distributions under a QDRO. For this
  purpose, the Plan Administrator may use the default QDRO procedures set forth
  in subsection (h) below or may develop separate QDRO procedures. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Qualified Domestic Relations Order (QDRO). A QDRO is a domestic relations order that creates or
  recognizes the existence of an Alternate Payee’s right to receive, or assigns
  to an Alternate Payee the right to receive, all or a portion of the benefits
  payable with respect to a Participant under the Plan. (See Code §414(p).) The
  QDRO must contain certain information and meet other requirements described
  in this Section 11.5. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Recognition as a QDRO. To
  be recognized as a QDRO, an order must be a “domestic relations order” that
  relates to the provision of child support, alimony payments, or marital
  property rights for the benefit of an Alternate Payee. The Plan Administrator
  is not required to determine whether the court or agency issuing the domestic
  relations order had jurisdiction to issue an order, whether state law is
  correctly applied in the order, whether service was properly made on the
  parties, or whether an individual identified in an order as an Alternate
  Payee is a proper Alternate Payee under state law. 




69











	
   
	
   
	
  (1)
	
  Domestic relations order. A domestic
  relations order is a judgment, decree, or order (including the approval of a
  property settlement) that is made pursuant to state domestic relations law
  (including community property law). 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Alternate Payee. An Alternate Payee must be
  a spouse, former spouse, child, or other dependent of a Participant. 

	
   
	
   
	
   
	
   

	
   
	
  (d)
	
  Contents of QDRO. A QDRO
  must contain the following information: 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  the name and
  last known mailing address of the Participant and each Alternate Payee; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  the name of
  each plan to which the order applies; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  the dollar
  amount or percentage (or the method of determining the amount or percentage)
  of the benefit to be paid to the Alternate Payee; and 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  the number
  of payments or time period to which the order applies. 

	
   
	
   
	
   
	
   

	
   
	
  (e)
	
  Impermissible QDRO provisions. 

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  The order
  must not require the Plan to provide an Alternate Payee or Participant with
  any type or form of benefit, or any option, not otherwise provided under the
  Plan; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  The order
  must not require the Plan to provide for increased benefits (determined on
  the basis of actuarial value); 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  The order
  must not require the Plan to pay benefits to an Alternate Payee that are
  required to be paid to another Alternate Payee under another order previously
  determined to be a QDRO; and 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  The order
  must not require the Plan to pay benefits to an Alternate Payee in the form
  of a Qualified Joint and Survivor Annuity for the lives of the Alternate
  Payee and his or her subsequent spouse. 

	
   
	
   
	
   
	
   

	
   
	
  (f)
	
  Immediate distribution to Alternate Payee. Even if a Participant is not eligible to receive an immediate
  distribution from the Plan, an Alternate Payee may receive a QDRO benefit
  immediately in a lump sum, provided such distribution is consistent with the
  QDRO provisions. 

	
   
	
   
	
   

	
   
	
  (g)
	
  No fee for QDRO determination.
  The Plan Administrator shall not condition the making of a QDRO determination
  on the payment of a fee by a Participant or an Alternate Payee (either
  directly or as a charge against the Participant’s Account). 

	
   
	
   
	
   

	
   
	
  (h)
	
  Default QDRO procedure. If
  the Plan Administrator chooses this default QDRO procedure or if the Plan
  Administrator does not establish a separate QDRO procedure, this Section
  11.5(h) will apply as the procedure the Plan Administrator will use to
  determine whether a domestic relations order is a QDRO. This default QDRO
  procedure incorporates the requirements set forth under Sections 11.5(a)
  through (g).

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  Access to information. The Plan
  Administrator will provide access to Plan and Participant benefit information
  sufficient for a prospective Alternate Payee to prepare a QDRO. Such
  information might include the summary plan description, other relevant plan
  documents, and a statement of the Participant’s benefit entitlements. The
  disclosure of this information is conditioned on the prospective Alternate
  Payee providing to the Plan Administrator information sufficient to
  reasonably establish that the disclosure request is being made in connection
  with a domestic relations order. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Notifications to Participant and Alternate Payee.
  The Plan Administrator will promptly notify the affected Participant and each
  Alternate Payee named in the domestic relations order of the receipt of the
  order. The Plan Administrator will send the notification to the address
  included in the domestic relations order. Along with the notification, the
  Plan Administrator will provide a copy of the Plan’s procedures for
  determining whether a domestic relations order is a QDRO. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  Alternate Payee representative. The
  prospective Alternate Payee may designate a representative to receive copies
  of notices and Plan information that are sent to the Alternate Payee with
  respect to the domestic relations order. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  Evaluation of domestic relations order.
  Within a reasonable period of time, the Plan Administrator will evaluate the
  domestic relations order to determine whether it is a QDRO. A reasonable
  period will depend on the specific circumstances. The domestic relations
  order must 




70











	
   
	
   
	
   
	
  contain the
  information described in Section 11.5(c). If the order is only deficient in a
  minor respect, the Plan Administrator may supplement information in the order
  from information within the Plan Administrator’s control or through
  communication with the prospective Alternate Payee.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Separate accounting. Upon receipt of a
  domestic relations order, the Plan Administrator will separately account for
  and preserve the amounts that would be payable to an Alternate Payee until a
  determination is made with respect to the status of the order. During the
  period in which the status of the order is being determined, the Plan
  Administrator will take whatever steps are necessary to ensure that amounts
  that would be payable to the Alternate Payee, if the order were a QDRO, are
  not distributed to the Participant or any other person. The separate accounting
  requirement may be satisfied, at the Plan Administrator’s discretion, by a
  segregation of the assets that are subject to separate accounting. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Separate accounting until the end of “18 month period.”
  The Plan Administrator will continue to separately account for amounts that
  are payable under the QDRO until the end of an “18-month period.” The
  “18-month period” will begin on the first date following the Plan’s receipt
  of the order upon which a payment would be required to be made to an Alternate
  Payee under the order.If,
  within the “18-month period,” the Plan Administrator determines that the
  order is a QDRO, the Plan Administrator must pay the Alternate Payee in
  accordance with the terms of the QDRO. If, however, the Plan Administrator
  determines within the “18-month period” that the order is not a QDRO, or if
  the status of the order is not resolved by the end of the “18-month period,”
  the Plan Administrator may pay out the amounts otherwise payable under the
  order to the person or persons who would have been entitled to such amounts
  if there had been no order. If the order is later determined to be a QDRO,
  the order will apply only prospectively; that is, the Alternate Payee will be
  entitled only to amounts payable under the order after the subsequent
  determination.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iii)
	
  Preliminary review. The Plan Administrator
  will perform a preliminary review of the domestic relations order to
  determine if it is a QDRO. If this preliminary review indicates the order is
  deficient in some manner, the Plan Administrator will allow the parties to
  attempt to correct any deficiency before issuing a final decision on the
  domestic relations order. The ability to correct is limited to a reasonable
  period of time. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (iv)
	
  Notification of determination. The Plan
  Administrator will notify in writing the Participant and each Alternate Payee
  of the Plan Administrator’s decision as to whether a domestic relations order
  is a QDRO. In the case of a determination that an order is not a QDRO, the
  written notice will contain the following information:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)
	
  references
  to the Plan provisions on which the Plan Administrator based its decision; 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  an
  explanation of any time limits that apply to rights available to the parties
  under the Plan (such as the duration of any protective actions the Plan
  Administrator will take); and 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (C)
	
  a
  description of any additional material, information, or modifications
  necessary for the order to be a QDRO and an explanation of why such material,
  information, or modifications are necessary. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (v)
	
  Treatment of Alternate Payee. If an order is
  accepted as a QDRO, the Plan Administrator will act in accordance with the
  terms of the QDRO as if it were a part of the Plan. An Alternate Payee will be
  considered a Beneficiary under the Plan and be afforded the same rights as a
  Beneficiary. The Plan Administrator will provide any appropriate disclosure
  information relating to the Plan to the Alternate Payee.

	
   
	
   
	
   
	
   
	
   

	
  11.6 
	
  Claims Procedure. Unless
  the Plan uses the default claims procedure under subsection (e) below, the
  Plan Administrator shall establish a procedure for benefit claims consistent
  with the requirements of ERISA Reg. §2560.503-1. The Plan Administrator is
  authorized to conduct an examination of the relevant facts to determine the
  merits of a Participant’s or Beneficiary’s claim for Plan benefits. The
  claims procedure must incorporate the following guidelines:

	
   
	
   

	
   
	
  (a)
	
  Filing a claim. The claims
  procedure will set forth a reasonable means for a Participant or Beneficiary
  to file a claim for benefits under the Plan. 




71











	
   
	
  (b)
	
  Notification of Plan Administrator’s decision. The Plan Administrator must provide a claimant with written
  notification of the Plan Administrator’s decision relating to a claim within
  a reasonable period of time (not more than 90 days unless special
  circumstances require an extension to process the claim) after the claim was
  filed. If the claim is denied, the notification must set forth the reasons
  for the denial, specific reference to pertinent Plan provisions on which the
  denial is based, a description of any additional information necessary for
  the claimant to perfect the claim, and the steps the claimant must take to
  submit the claim for review. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Review procedure. The
  claims procedure will provide a claimant a reasonable opportunity to have a
  full and fair review of a denied claim. Such procedure shall allow a review
  upon a written application, for the claimant to review pertinent documents,
  and to allow the claimant to submit written comments to the Plan
  Administrator. The procedure may establish a limited period (not less than 60
  days after the claimant receives written notification of the denial of the
  claim) for the claimant to request a review of the claim denial. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Decision on review. If a
  claimant requests a review, the Plan Administrator must respond promptly to
  the request. Unless special circumstances exist (such as the need for a
  hearing), the Plan Administrator must respond in writing within 60 days of
  the date the claimant submitted the review application. The response must
  explain the Plan Administrator’s decision on review. 

	
   
	
   
	
   

	
   
	
  (e)
	
  Default claims procedure.
  If the Plan Administrator chooses this default claims procedure or if the
  Plan Administrator does not establish a separate claims procedure, the
  following will apply.

	
   
	
   
	
   

	
   
	
   
	
  (1)
	
  A person may
  submit to the Plan Administrator a written claim for benefits under the Plan.
  The claim shall be submitted on a form provided by the Plan Administrator. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  The Plan
  Administrator will evaluate the claim to determine if benefits are payable to
  the Participant or Beneficiary under the terms of the Plan. The Plan
  Administrator may solicit additional information from the claimant if
  necessary to evaluate the claim. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)
	
  If the Plan
  Administrator determines the claim is valid, the Participant or Beneficiary
  will receive in writing from the Plan Administrator a statement describing
  the amount of benefit, the method or methods of payment, the timing of
  distributions and other information relevant to the payment of the benefit. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (4)
	
  If the Plan
  Administrator denies all or any portion of the claim, the claimant will
  receive, within 90 days after receipt of the claim form, a written explanation
  setting forth the reasons for the denial, specific reference to pertinent
  Plan provisions on which the denial is based, a description of any additional
  information necessary for the claimant to perfect the claim, and the steps
  the claimant must take to submit the claim for review. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (5)
	
  The claimant
  has 60 days from the date the claimant received the denial of claim to appeal
  the adverse decision of the Plan Administrator. The claimant may review
  pertinent documents and submit written comments to the Plan Administrator.
  The Plan Administrator will submit all relevant documentation to the
  Employer. The Employer may hold a hearing or seek additional information from
  the claimant and the Plan Administrator. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (6)
	
  Within 60
  days (or such longer period due to the circumstances) of the request for
  review, the Employer will render a written decision on the claimant’s appeal.
  The Employer shall explain the decision, in terms that are understandable to
  the claimant and by specific references to the Plan document provisions. 

	
   
	
   
	
   
	
   

	
  11.7
	
  Operational Rules for Short Plan Years. The following operational rules apply if the Plan has a Short
  Plan Year. A Short Plan Year is any Plan Year that is less than a 12-month
  period, either because of the amendment of the Plan Year, or because the
  Effective Date of a new Plan is less than 12 months prior to the end of the
  first Plan Year.

	
   
	
   

	
   
	
  (a)
	
  If the Plan
  is amended to create a Short Plan Year, and an Eligibility Computation Period
  or Vesting Computation Period is based on the Plan Year, the applicable
  computation period begins on the first day of the Short Plan Year, but such
  period ends on the day which is 12 months from the first day of such Short
  Plan Year. Thus, the computation period that begins on the first day of the
  Short Plan Year overlaps with the computation period that starts on the first
  day of the next Plan Year. This rule applies only to an Employee who has at
  least one Hour of Service during the Short Plan Year. 

	
   
	
   
	
   

	
   
	
   
	
  If a Plan
  has an initial Short Plan Year, the rule in the above paragraph applies only
  for purposes of determining an Employee’s Vesting Computation Period and only
  if the Employer elects under Part 6, #20.a. of the Agreement [Part 6, #38.a.
  of the 401(k) Agreement] to exclude service earned prior to the adoption of
  the Plan. For eligibility and vesting (where service prior to the adoption of
  the Plan is not ignored), if the Eligibility Computation Period or Vesting
  Computation Period is based on the Plan Year, the applicable




72











	
   
	
   
	
  computation
  period will be determined on the basis of the Plan’s normal Plan Year,
  without regard to the initial short Plan Year.

	
   
	
   
	
   

	
   
	
  (b)
	
  If Employer
  Contributions are allocated for a Short Plan Year, any allocation condition
  under Part 4 of the Agreement that requires an Eligible Participant to
  complete a specified number of Hours of Service to receive an allocation of
  such Employer Contributions will not be prorated as a result of such Short
  Plan Year unless otherwise specified in Part 4 of the Agreement. 

	
   
	
   
	
   

	
   
	
  (c)
	
  If the
  Permitted Disparity Method is used to allocate any Employer Contributions
  made for a Short Plan Year, the Integration Level will be prorated to reflect
  the number of months (or partial months) included in the Short Plan Year. 

	
   
	
   
	
   

	
   
	
  (d)
	
  The
  Compensation Dollar Limitation, as defined in Section 22.32, will be prorated
  to reflect the number of months (or partial months) included in the Short
  Plan Year unless the compensation used for such Short Plan Year is a period
  of 12 months. 

	
   
	
   
	
   

	
   
	
  In all other
  respects, the Plan shall be operated for the Short Plan Year in the same
  manner as for a 12-month Plan Year, unless the context requires otherwise. If
  the terms of the Plan are ambiguous with respect to the operation of the Plan
  for a Short Plan Year, the Plan Administrator has the authority to make a
  final determination on the proper interpretation of the Plan.

	
   
	
   

	
  11.8 
	
  Operational Rules for Related Employer Groups. If an Employer has one or more Related Employers, the Employer
  and such Related Employer(s) constitute a Related Employer group. In such
  case, the following rules apply to the operation of the Plan.

	
   
	
   

	
   
	
  (a)
	
  If the term
  “Employer” is used in the context of administrative functions necessary to
  the operation, establishment, maintenance, or termination of the Plan, only
  the Employer executing the Signature Page of the Agreement, and any
  Co-Sponsor of the Plan, is treated as the Employer. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Hours of
  Service are determined by treating all members of the Related Employer group
  as the Employer. 

	
   
	
   
	
   

	
   
	
  (c)
	
  The term
  Excluded Employee is determined by treating all members of the Related
  Employer group as the Employer, except as specifically provided in the Plan. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Compensation
  is determined by treating all members of the Related Employer group as the
  Employer, except as specifically provided in the Plan. 

	
   
	
   
	
   

	
   
	
  (e)
	
  An Employee
  is not treated as separated from service or terminated from employment if the
  Employee is employed by any member of the Related Employer group. 

	
   
	
   
	
   

	
   
	
  (f)
	
  The Annual
  Additions Limitation described in Article 7 and the Top-Heavy Plan rules
  described in Article 16 are applied by treating all members of the Related
  Employer group as the Employer. 

	
   
	
   
	
   

	
   
	
  In all other
  contexts, the term “Employer” generally means a reference to all members of
  the Related Employer group, unless the context requires otherwise. If the
  terms of the Plan are ambiguous with respect to the treatment of the Related
  Employer group as the Employer, the Plan Administrator has the authority to
  make a final determination on the proper interpretation of the Plan.




73










ARTICLE 12

TRUST PROVISIONS


This Article sets forth the creation of the Plan’s Trust (or, in the
case of an amendment of the Plan, the amended terms of the Trust) and the
duties and responsibilities of the Trustee under the Plan. By executing the
Trustee Declaration under the Agreement, the Trustee agrees to be bound by the
duties, responsibilities and liabilities imposed on the Trustee under the Plan
and to act in accordance with the terms of this Plan. The Employer may act as
Trustee under the Plan by executing the Trustee Declaration. 


	
  12.1
	
  Creation of Trust. By
  adopting this Plan, the Employer creates a Trust to hold the assets of the
  Plan (or, in the event that this Plan document represents an amendment of the
  Plan, the Employer hereby amends the terms of the Trust maintained in
  connection with the Plan). The Trustee is the owner of the Plan assets held
  by the Trust. The Trustee is to hold the Plan assets for the exclusive
  benefit of Plan Participants and Beneficiaries. Plan Participants and
  Beneficiaries do not have ownership interests in the assets held by the
  Trust. 

	
   
	
   

	
  12.2
	
  Trustee. The Trustee
  identified in the Trustee Declaration under the Agreement shall act either as
  a Discretionary Trustee or as a Directed Trustee, as identified under the
  Agreement.  

	
   
	
   

	
   
	
  (a)
	
  Discretionary Trustee. A
  Trustee is a Discretionary Trustee to the extent the Trustee has exclusive
  authority and discretion with respect to the investment, management or
  control of Plan assets. Notwithstanding a Trustee’s designation as a
  Discretionary Trustee, a Trustee’s discretion is limited, and the Trustee
  shall be considered a Directed Trustee, to the extent the Trustee is subject
  to the direction of the Plan Administrator, the Employer, a properly
  appointed Investment Manager, or a Named Fiduciary under an agreement between
  the Plan Administrator and the Trustee. A Trustee also is considered a
  Directed Trustee to the extent the Trustee is subject to investment direction
  of Plan Participants. (See Section 13.5(c) for a discussion of the Trustee’s
  responsibilities with regard to Participant-directed investments.) 

	
   
	
   
	
   

	
   
	
  (b)
	
  Directed Trustee. A Trustee
  is a Directed Trustee with respect to the investment of Plan assets to the
  extent the Trustee is subject to the direction of the Plan Administrator, the
  Employer, a properly appointed Investment Manager, a Named Fiduciary, or Plan
  Participant. To the extent the Trustee is a Directed Trustee, the Trustee does
  not have any discretionary authority with respect to the investment of Plan
  assets. In addition, the Trustee is not responsible for the propriety of any
  directed investment made pursuant to this Section and shall not be required
  to consult or advise the Employer regarding the investment quality of any
  directed investment held under the Plan. 

	
   
	
   
	
   

	
   
	
   
	
  The Trustee
  shall be advised in writing regarding the retention of investment powers by
  the Employer or the appointment of an Investment Manager or other Named
  Fiduciary with power to direct the investment of Plan assets. Any such
  delegation of investment powers will remain in force until such delegation is
  revoked or amended in writing. The Employer is deemed to have retained
  investment powers under this subsection to the extent the Employer directs
  the investment of Participant Accounts for which affirmative investment
  direction has not been received pursuant to Section 13.5(c).  

	
   
	
   
	
   

	
   
	
   
	
  The Employer
  is a Named Fiduciary for investment purposes if the Employer directs
  investments pursuant to this subsection. Any investment direction shall be
  made in writing by the Employer, Investment Manager, or Named Fiduciary, as
  applicable. A Directed Trustee must act solely in accordance with the
  direction of the Plan Administrator, the Employer, any employees or agents of
  the Employer, a properly appointed Investment Manager or other fiduciary of
  the Plan, a Named Fiduciary, or Plan Participants. (See Section 13.5(c) for a
  discussion of the Trustee’s responsibilities with regard to Participant
  directed investments.)

	
   
	
   
	
   

	
   
	
   
	
  The Employer
  may direct the Trustee to invest in any media in which the Trustee may
  invest, as described in Section 12.4. However, the Employer may not borrow
  from the Trust or pledge any of the assets of the Trust as security for a
  loan to itself; buy property or assets from or sell property or assets to the
  Trust; charge any fee for services rendered to the Trust; or receive any
  services from the Trust on a preferential basis.

	
   
	
   
	
   

	
  12.3
	
  Trustee’s Responsibilities Regarding Administration
  of Trust. This Section outlines the Trustee’s
  powers, rights and duties under the Plan with respect to the administration
  of the investments held in the Plan. The Trustee’s administrative duties are
  limited to those described in this Section 12.3; the Employer is responsible
  for any other administrative duties required under the Plan or by applicable
  law. 

	
   
	
   

	
   
	
  (a)
	
  The Trustee
  will receive all contributions made under the terms of the Plan. The Trustee
  is not obligated in any manner to ensure that such contributions are correct
  in amount or that such contributions comply with the terms of the Plan, the
  Code or ERISA. In addition, the Trustee is under no obligation to request
  that the Employer make contributions to the Plan. The Trustee is not liable
  for the manner in which such amounts are deposited or the allocation between
  Participant’s Accounts, to the extent the Trustee follows the written
  direction of the Plan Administrator or Employer. 




74











	
   
	
  (b)
	
  The Trustee
  will make distributions from the Trust in accordance with the written
  directions of the Plan Administrator or other authorized representative. To
  the extent the Trustee follows such written direction, the Trustee is not
  obligated in any manner to ensure a distribution complies with the terms of
  the Plan, that a Participant or Beneficiary is entitled to such a
  distribution, or that the amount distributed is proper under the terms of the
  Plan. If there is a dispute as to a payment from the Trust, the Trustee may
  decline to make payment of such amounts until the proper payment of such
  amounts is determined by a court of competent jurisdiction, or the Trustee
  has been indemnified to its satisfaction. 

	
   
	
   
	
   

	
   
	
  (c)
	
  The Trustee
  may employ agents, attorneys, accountants and other third parties to provide
  counsel on behalf of the Plan, where the Trustee deems advisable. The Trustee
  may reimburse such persons from the Trust for reasonable expenses and
  compensation incurred as a result of such employment. The Trustee shall not be
  liable for the actions of such persons, provided the Trustee acted prudently
  in the employment and retention of such persons. In addition, the Trustee
  will not be liable for any actions taken as a result of good faith reliance
  on the advice of such persons. 

	
   
	
   
	
   

	
  12.4
	
  Trustee’s Responsibility Regarding Investment of Plan Assets. In addition to the powers, rights and duties enumerated under
  this Section, the Trustee has whatever powers are necessary to carry out its
  duties in a prudent manner. The Trustee’s powers, rights and duties may be
  supplemented or limited by a separate trust agreement, investment policy,
  funding agreement, or other binding document entered into between the Trustee
  and the Plan Administrator which designates the Trustee’s responsibilities
  with respect to the Plan. A separate trust agreement must be consistent with
  the terms of this Plan and must comply with all qualification requirements
  under the Code and regulations. To the extent the exercise of any power,
  right or duty is subject to discretion, such exercise by a Directed Trustee
  must be made at the direction of the Plan Administrator, the Employer, an
  Investment Manager, a Named Fiduciary, or Plan Participant. 

	
   
	
   

	
   
	
  (a)
	
  The Trustee
  shall be responsible for the safekeeping of the assets of the Trust in
  accordance with the provisions of this Plan. 

	
   
	
   
	
   

	
   
	
  (b)
	
  The Trustee
  may invest, manage and control the Plan assets in a manner that is consistent
  with the Plan’s funding policy and investment objectives. The Trustee may
  invest in any investment, as authorized under Section 13.5, which the Trustee
  deems advisable and prudent, subject to the proper written direction of the
  Plan Administrator, the Employer, a properly appointed Investment Manager, a
  Named Fiduciary or a Plan Participant. The Trustee is not liable for the
  investment of Plan assets to the extent the Trustee is following the proper
  direction of the Plan Administrator, the Employer, a Participant, an
  Investment Manager, or other person or persons duly appointed by the Employer
  to provide investment direction. In addition, the Trustee does not guarantee
  the Trust in any manner against investment loss or depreciation in asset
  value, or guarantee the adequacy of the Trust to meet and discharge any or
  all liabilities of the Plan. 

	
   
	
   
	
   

	
   
	
  (c)
	
  The Trustee
  may retain such portion of the Plan assets in cash or cash balances as the
  Trustee may, from time to time, deem to be in the best interests of the Plan,
  without liability for interest thereon. 

	
   
	
   
	
   

	
   
	
  (d)
	
  The Trustee
  may collect and receive any and all moneys and other property due the Plan
  and to settle, compromise, or submit to arbitration any claims, debts, or
  damages with respect to the Plan, and to commence or defend on behalf of the
  Plan any lawsuit, or other legal or administrative proceedings. 

	
   
	
   
	
   

	
   
	
  (e)
	
  The Trustee
  may hold any securities or other property in the name of the Trustee or in
  the name of the Trustee’s nominee, and may hold any investments in bearer
  form, provided the books and records of the Trustee at all times show such
  investment to be part of the Trust. 

	
   
	
   
	
   

	
   
	
  (f)
	
  The Trustee
  may exercise any of the powers of an individual owner with respect to stocks,
  bonds, securities or other property, including the right to vote upon such
  stocks, bonds or securities; to give general or special proxies or powers of
  attorney; to exercise or sell any conversion privileges, subscription rights,
  or other options; to participate in corporate reorganizations, mergers,
  consolidations, or other changes affecting corporate securities (including
  those in which it or its affiliates are interested as Trustee); and to make
  any incidental payments in connection with such stocks, bonds, securities or
  other property. Unless specifically agreed upon in writing between the
  Trustee and the Employer, the Trustee shall not have the power or
  responsibility to vote proxies with respect to any securities of the Employer
  or a Related Employer or with respect to any Plan assets that are subject to
  the investment direction of the Employer or for which the power to manage,
  acquire, or dispose of such Plan assets has been delegated by the Employer to
  one or more Investment Managers or Named Fiduciaries in accordance with ERISA
  §403. With respect to the voting of Employer securities, or in the event of
  any tender or other offer with respect to shares of Employer securities held
  in the Trust, the Trustee will follow the direction of the Employer or other
  responsible fiduciary or, to the extent voting and similar rights have been
  passed through to Participants, of each Participant with respect to shares
  allocated to his/her Account. 




75











	
   
	
  (g)
	
  The Trustee
  may borrow or raise money on behalf of the Plan in such amount, and upon such
  terms and conditions, as the Trustee deems advisable. The Trustee may issue a
  promissory note as Trustee to secure the repayment of such amounts and may
  pledge all, or any part, of the Trust as security. 

	
   
	
   
	
   

	
   
	
  (h)
	
  The Trustee,
  upon the written direction of the Plan Administrator, is authorized to enter
  into a transfer agreement with the Trustee of another qualified retirement
  plan and to accept a transfer of assets from such retirement plan on behalf
  of any Employee of the Employer. The Trustee is also authorized, upon the
  written direction of the Plan Administrator, to transfer some or all of a
  Participant’s vested Account Balance to another qualified retirement plan on
  behalf of such Participant. A transfer agreement entered into by the Trustee
  does not affect the Plan’s status as a Prototype Plan. 

	
   
	
   
	
   

	
   
	
  (i)
	
  The Trustee
  is authorized to execute, acknowledge and deliver all documents of transfer
  and conveyance, receipts, releases, and any other instruments that the
  Trustee deems necessary or appropriate to carry out its powers, rights and
  duties hereunder. 

	
   
	
   
	
   

	
   
	
  (j)
	
  If the
  Employer maintains more than one Plan, the assets of such Plans may be
  commingled for investment purposes. The Trustee must separately account for
  the assets of each Plan. A commingling of assets, as described in this
  paragraph, does not cause the Trusts maintained with respect to the
  Employer’s Plans to be treated as a single Trust, except as provided in a
  separate document authorized in the first paragraph of this Section 12.4. 

	
   
	
   
	
   

	
   
	
  (k)
	
  The Trustee
  is authorized to invest Plan assets in a common/collective trust fund, or in
  a group trust fund that satisfies the requirements of IRS Revenue Ruling
  81-100. All of the terms and provisions of any such common/collective trust
  fund or group trust into which Plan assets are invested are incorporated by
  reference into the provisions of the Trust for this Plan. 

	
   
	
   
	
   

	
   
	
  (l)
	
  If the
  Trustee is a bank or similar financial institution, the Trustee is authorized
  to invest in any type of deposit of the Trustee (including its own money
  market fund) at a reasonable rate of interest. 

	
   
	
   
	
   

	
   
	
  (m)
	
  The Trustee
  must be bonded as required by applicable law. The bonding requirements shall
  not apply to a bank, insurance company, or similar financial institution that
  satisfies the requirements of §412(a)(2) of ERISA. 

	
   
	
   
	
   

	
  12.5
	
  More than One Person as Trustee.
  If the Plan has more than one person acting as Trustee, the Trustees may
  allocate the Trustee responsibilities by mutual agreement and Trustee
  decisions will be made by a majority vote (unless otherwise agreed to by the
  Trustees) or as otherwise provided in a separate trust agreement or other
  binding document. 

	
   
	
   

	
  12.6
	
  Annual Valuation. The Plan
  assets will be valued at least on an annual basis. The Employer may designate
  more frequent valuation dates under Part 12, #45.b.(2) of the Agreement [Part
  12, #63.b.(2) of the 401(k) Agreement]. Notwithstanding any election under
  Part 12, #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the 401(k)
  Agreement], the Trustee and Plan Administrator may agree to value the Trust
  on a more frequent basis, and/or to perform an interim valuation of the Trust
  pursuant to Section 13.2(a). 

	
   
	
   

	
  12.7
	
  Reporting to Plan Administrator and Employer. Within ninety (90) days following the end of each Plan Year,
  and within ninety (90) days following its removal or resignation, the Trustee
  will file with the Employer an accounting of its administration of the Trust
  from the date of its last accounting. The accounting will include a statement
  of cash receipts, disbursements and other transactions effected by the
  Trustee since the date of its last accounting, and such further information
  as the Trustee and/or Employer deems appropriate. Upon receipt of such
  information, the Employer must promptly notify the Trustee of its approval or
  disapproval of the information. If the Employer does not provide a written
  disapproval within ninety (90) days following the receipt of the information,
  including a written description of the items in question, the Trustee is
  forever released and discharged from any liability with respect to all matters
  reflected in such information. The Trustee shall have sixty (60) days
  following its receipt of a written disapproval from the Employer to provide
  the Employer with a written explanation of the terms in question. If the
  Employer again disapproves of the accounting, the Trustee may file its
  accounting with a court of competent jurisdiction for audit and adjudication.
  

	
   
	
   

	
   
	
  All assets
  contained in the Trust accounting will be shown at their fair market value as
  of the end of the Plan Year or as of the date of resignation or removal. The
  value of marketable investments shall be determined using the most recent
  price quoted on a national securities exchange or over-the-counter market.
  The value of non-marketable securities shall, except as provided otherwise herein,
  be determined in the sole judgment of the Trustee, which determination shall
  be binding and conclusive. The value of investments in securities or
  obligations of the Employer in which there is no market will be determined by
  an independent appraiser at least once annually and the Trustee shall have no
  responsibility with respect to the valuation of such assets. 

	
   
	
   

	
  12.8
	
  Reasonable Compensation.
  The Trustee shall be paid reasonable compensation in an amount agreed upon by
  the Plan Administrator and Trustee. The Trustee also will be reimbursed for
  any reasonable expenses or fees incurred in its 




76











	
   
	
  function as
  Trustee. An individual Trustee who is already receiving full-time pay as an
  Employee of the Employer may not receive any additional compensation for
  services as Trustee. The Plan will pay the reasonable compensation and
  expenses incurred by the Trustee, pursuant to Section 11.4, unless the
  Employer pays such compensation and expenses. Any compensation or expense
  paid directly by the Employer to the Trustee is not an Employer Contribution
  to the Plan.

	
   
	
   

	
  12.9
	
  Resignation and Removal of Trustee. The Trustee may resign at any time by delivering to the
  Employer a written notice of resignation at least thirty (30) days prior to
  the effective date of such resignation, unless the Employer consents in
  writing to a shorter notice period. The Employer may remove the Trustee at
  any time, with or without cause, by delivering written notice to the Trustee
  at least 30 days prior to the effective date of such removal. The Employer
  may remove the Trustee upon a shorter written notice period if the Employer
  reasonably determines such shorter period is necessary to protect Plan
  assets. Upon the resignation, removal, death or incapacity of a Trustee, the
  Employer may appoint a successor Trustee which, upon accepting such
  appointment, will have all the powers, rights and duties conferred upon the
  preceding Trustee. In the event there is a period of time following the
  effective date of a Trustee’s removal or resignation before a successor
  Trustee is appointed, the Employer is deemed to be the Trustee. During such
  period, the Trust continues to be in existence and legally enforceable, and
  the assets of the Plan shall continue to be protected by the provisions of
  the Trust. 

	
   
	
   

	
  12.10
	
  Indemnification of Trustee.
  Except to the extent that it is judicially determined that the Trustee has
  acted with gross negligence or willful misconduct, the Employer shall
  indemnify the Trustee (whether or not the Trustee has resigned or been removed)
  against any liabilities, losses, damages, and expenses, including attorney,
  accountant, and other advisory fees, incurred as a result of: 

	
   
	
   

	
   
	
  (a)
	
  any action
  of the Trustee taken in good faith in accordance with any information,
  instruction, direction, or opinion given to the Trustee by the Employer, the
  Plan Administrator, Investment Manager, Named Fiduciary or legal counsel of
  the Employer, or any person or entity appointed by any of them and authorized
  to give any information, instruction, direction, or opinion to the Trustee; 

	
   
	
   
	
   

	
   
	
  (b)
	
  the failure
  of the Employer, the Plan Administrator, Investment Manager, Named Fiduciary
  or any person or entity appointed by any of them to make timely disclosure to
  the Trustee of information which any of them or any appointee knows or should
  know if it acted in a reasonably prudent manner; or 

	
   
	
   
	
   

	
   
	
  (c)
	
  any breach
  of fiduciary duty by the Employer, the Plan Administrator, Investment
  Manager, Named Fiduciary or any person or entity appointed by any of them,
  other than such a breach which is caused by any failure of the Trustee to
  perform its duties under this Trust. 

	
   
	
   
	
   

	
   
	
  The duties
  and obligations of the Trustee shall be limited to those expressly imposed
  upon it by this instrument or subsequently agreed upon by the parties.
  Responsibility for administrative duties required under the Plan or
  applicable law not expressly imposed upon or agreed to by the Trustee shall
  rest solely with the Employer. 

	
   
	
   

	
   
	
  The Employer
  agrees that the Trustee shall have no liability with regard to the investment
  or management of illiquid Plan assets transferred from a prior Trustee, and
  shall have no responsibility for investments made before the transfer of Plan
  assets to it, or for the viability or prudence of any investment made by a
  prior Trustee, including those represented by assets now transferred to the
  custody of the Trustee, or for any dealings whatsoever with respect to Plan
  assets before the transfer of such assets to the Trustee. The Employer shall
  indemnify and hold the Trustee harmless for any and all claims, actions or
  causes of action for loss or damage, or any liability whatsoever relating to
  the assets of the Plan transferred to the Trustee by any prior Trustee of the
  Plan, including any liability arising out of or related to any act or event,
  including prohibited transactions, occurring prior to the date the Trustee
  accepts such assets, including all claims, actions, causes of action, loss,
  damage, or any liability whatsoever arising out of or related to that act or
  event, although that claim, action, cause of action, loss, damage, or
  liability may not be asserted, may not have accrued, or may not have been
  made known until after the date the Trustee accepts the Plan assets. Such
  indemnification shall extend to all applicable periods, including periods for
  which the Plan is retroactively restated to comply with any tax law or
  regulation. 

	
   
	
   

	
  12.11
	
  Appointment of Custodian.
  The Plan Administrator may appoint a Custodian to hold all or any portion of
  the Plan assets. A Custodian has the same powers, rights and duties as a
  Directed Trustee. The Custodian will be protected from any liability with
  respect to actions taken pursuant to the direction of the Trustee, Plan
  Administrator, the Employer, an Investment Manager, a Named Fiduciary or
  other third party with authority to provide direction to the Custodian. 




77










ARTICLE 13

PLAN ACCOUNTING AND INVESTMENTS


This Article contains the procedures for valuing Participant Accounts
and allocating net income and loss to such Accounts. Part 12 of the Agreement
permits the Employer to document its administrative procedures with respect to
the valuation of Participant Accounts. Alternatively, the Plan Administrator
may adopt separate investment procedures regarding the valuation and investment
of Participant Accounts. 


	
  13.1
	
  Participant Accounts. The
  Plan Administrator will establish and maintain a separate Account for each
  Participant to reflect the Participant’s entire interest under the Plan. To
  the extent applicable, the Plan Administrator may establish and maintain for
  a Participant any (or all) of the following separate sub-Accounts: Employer
  Contribution Account, Section 401(k) Deferral Account, Employer Matching
  Contribution Account, QMAC Account, QNEC Account, Employee After-Tax
  Contribution Account, Safe Harbor Matching Contribution Account, Safe Harbor
  Nonelective Contribution Account, Rollover Contribution Account, and Transfer
  Account. The Plan Administrator also may establish and maintain other
  sub-Accounts as it deems appropriate. 

	
   
	
   

	
  13.2
	
  Value of Participant Accounts.
  The value of a Participant’s Account consists of the fair market value of the
  Participant’s share of the Trust assets. A Participant’s share of the Trust
  assets is determined as of each Valuation Date under the Plan. 

	
   
	
   

	
   
	
  (a)
	
  Periodic valuation. The
  Trustee must value Plan assets at least annually. The Employer may elect
  under Part 12, #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the 401(k)
  Agreement] or may elect operationally to value assets more frequently than
  annually. The Plan Administrator may request the Trustee to perform interim
  valuations, provided such valuations do not result in discrimination in favor
  of Highly Compensated Employees. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Daily valuation. If the
  Employer elects daily valuation under Part 12, #44 of the Agreement [Part 12,
  #62 of the 401(k) Agreement] or, if in operation, the Employer elects to have
  the Plan daily valued, the Plan Administrator may adopt reasonable procedures
  for performing such valuations. Unless otherwise set forth in the written
  procedures, a daily valued Plan will have its assets valued at the end of
  each business day during which the New York Stock Exchange is open. The Plan
  Administrator has authority to interpret the provisions of this Plan in the
  context of a daily valuation procedure. This includes, but is not limited to,
  the determination of the value of the Participant’s Account for purposes of
  Participant loans, distribution and consent rights, and corrective
  distributions under Article 17. 

	
   
	
   
	
   

	
  13.3
	
  Adjustments to Participant Accounts. As of each Valuation Date under the Plan, each Participant’s
  Account is adjusted in the following manner. 

	
   
	
   

	
   
	
  (a)
	
  Distributions and forfeitures from a Participant’s Account. A Participant’s Account will be reduced by any distributions
  and forfeitures from the Account since the previous Valuation Date. 

	
   
	
   
	
   

	
   
	
  (b)
	
  Life insurance premiums and dividends. A Participant’s Account will be reduced by the amount of any
  life insurance premium payments made for the benefit of the Participant since
  the previous Valuation Date. The Account will be credited with any dividends
  or credits paid on any life insurance policy held by the Trust for the
  benefit of the Participant. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Contributions and forfeitures allocated to a
  Participant’s Account. A Participant’s Account will
  be credited with any contribution or forfeiture allocated to the Participant
  since the previous Valuation Date. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Net income or loss. A
  Participant’s Account will be adjusted for any net income or loss in
  accordance with the provisions under Section 13.4. 

	
   
	
   
	
   

	
  13.4
	
  Procedures for Determining Net Income or Loss. The Plan Administrator may establish any reasonable procedures
  for determining net income or loss under Section 13.3(d). Such procedures may
  be reflected in a funding agreement governing the applicable investments
  under the Plan. 

	
   
	
   

	
   
	
  (a)
	
  Net income or loss attributable to General Trust Account. To the extent a Participant’s Account is invested as part of a
  General Trust Account, such Account is adjusted for its allocable share of
  net income or loss experienced by the General Trust Account using the Balance
  Forward Method. Under the Balance Forward Method, the net income or loss of
  the General Trust Account is allocated to the Participant Accounts that are
  invested in the General Trust Account, in the ratio that each Participant’s
  Account bears to all Accounts, based on the value of each Participant’s
  Account as of the prior Valuation Date, reduced for the adjustments described
  in Section 13.3(a) and 13.3(b) above. 




78











	
   
	
   
	
  (1)
	
  Inclusion of certain contributions. In
  applying the Balance Forward Method for allocating net income or loss, the
  Employer may elect under Part 12, #45.b.(3) of the Agreement [Part 12,
  #63.b.(3) of the 401(k) Agreement] or under separate administrative
  procedures to adjust each Participant’s Account Balance (as of the prior
  Valuation Date) for the following contributions made since the prior
  Valuation Date (the “valuation period”) which were not reflected in the Participant’s
  Account on such prior Valuation Date: (1) Section 401(k) Deferrals and
  Employee After-Tax Contributions that are contributed during the valuation
  period pursuant to the Participant’s contribution election, (2) Employer
  Contributions (including Employer Matching Contributions) that are
  contributed during the valuation period and allocated to a Participant’s
  Account during the valuation period, and (3) Rollover Contributions. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)
	
  Methods of valuing contributions made during valuation period.
  In determining Participants’ Account Balances as of the prior Valuation Date,
  the Employer may elect to apply a weighted average method that credits each
  Participant’s Account with a portion of the contributions based on the
  portion of the valuation period for which such contributions were invested,
  or an adjusted percentage method, that increases each Participant’s Account
  by a specified percentage of such contributions. The Employer may designate
  under Part 12, #45.b.(3)(c) of the Agreement [Part 12, #63.b.(3)(c) of the
  401(k) Agreement] to apply the special allocation rules to only particular
  types of contributions or may designate any other reasonable method for
  allocating net income and loss under the Plan. 

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)
	
  Weighted average method. The Employer may
  elect under Part 12, #45.b.(3)(a) of the Agreement [Part 12, #63.b.(3)(a) of
  the 401(k) Agreement] or under separate administrative procedures to apply a
  weighted average method in determining net income or loss. Under the weighted
  average method, a Participant’s Account Balance as of the prior Valuation
  Date is adjusted to take into account a portion of the contributions made
  during the valuation period so that the Participant may receive an allocation
  of net income or loss for the portion of the valuation period during which
  such contributions were invested under the Plan. The amount of the adjustment
  to a Participant’s Account Balance is determined by multiplying the
  contributions made to the Participant’s Account during the valuation period
  by a fraction, the numerator of which is the number of months during the
  valuation period that such contributions were invested under the Plan and the
  denominator is the total number of months in the valuation period. The Plan’s
  investment procedures may designate the specific type(s) of contributions
  eligible for a weighted allocation of net income or loss and may designate
  alternative methods for determining the weighted allocation, including the
  use of a uniform weighting period other than months. 

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Adjusted percentage method. The Employer may
  elect under Part 12, #45.b.(3)(b) of the Agreement [Part 12, #63.b.(3)(b) of
  the 401(k) Agreement] or under separate investment procedures to apply an
  adjusted percentage method of allocating net income or loss. Under the
  adjusted percentage method, a Participant’s Account Balance as of the prior
  Valuation Date is increased by a percentage of the contributions made to the
  Participant’s Account during the valuation period. The Plan’s investment
  procedures may designate the specific type(s) of contributions eligible for
  an adjusted percentage allocation and may designate alternative procedures
  for determining the amount of the adjusted percentage allocation. 

	
   
	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Net income or loss attributable to a Directed
  Account. If the Participant (or Beneficiary) is
  entitled to direct the investment of all or part of his/her Account (see
  Section 13.5(c)), the Account (or the portion of the Account which is subject
  to such direction) will be maintained as a Directed Account, which reflects
  the value of the directed investments as of any Valuation Date. The assets
  held in a Directed Account may be (but are not required to be) segregated
  from the other investments held in the Trust. Net income or loss attributable
  to the investments made by a Directed Account is allocated to such Account in
  a manner that reasonably reflects the investment experience of such Directed
  Account. Where a Directed Account reflects segregated investments, the manner
  of allocating net income or loss shall not result in a Participant (or
  Beneficiary) being entitled to distribution from the Directed Account that
  exceeds the value of such Account as of the date of distribution. 

	
   
	
   
	
   

	
   
	
  (c)
	
  Share or unit accounting.
  The Plan’s investment procedures may provide for share or unit accounting to
  reflect the value of Accounts, if such method is appropriate for the
  investments allocable to such Accounts. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Suspense accounts. The
  Plan’s investment procedures also may provide for special valuation
  procedures for suspense accounts that are properly established under the
  Plan. 




79











	
  13.5

  	
  Investments under the Plan. 

  
	
   
	
   

	
   
	
  (a)

  	
  Investment options. The
  Trustee or other person(s) responsible for the investment of Plan assets is
  authorized to invest Plan assets in any prudent investment consistent with
  the funding policy of the Plan and the requirements of ERISA. Investment
  options include, but are not limited to, the following: common and preferred
  stock or other equity securities (including stock bought and sold on margin);
  Qualifying Employer Securities and Qualifying Employer Real Property (to the
  extent permitted under subsection (b) below), corporate bonds; open-end or
  closed-end mutual funds (including funds for which the Prototype Sponsor, Trustee,
  or their affiliates serve as investment advisor or in any other capacity);
  money market accounts; certificates of deposit; debentures; commercial paper;
  put and call options; limited partnerships; mortgages; U.S. Government
  obligations, including U.S. Treasury notes and bonds; real and personal
  property having a ready market; life insurance or annuity policies;
  commodities; savings accounts; notes; and securities issued by the Trustee
  and/or its affiliates, as permitted by law. Plan assets may also be invested
  in a common/collective trust fund, or in a group trust fund that satisfies
  the requirements of IRS Revenue Ruling 81-100. All of the terms and
  provisions of any such common/collective trust fund or group trust into which
  Plan assets are invested are incorporated by reference into the provisions of
  the Trust for this Plan. No portion of any voluntary, tax deductible Employee
  contributions being held under the Plan (or any earnings thereon) may be
  invested in life insurance contracts or, as with any Participant-directed
  investment, in tangible personal property characterized by the IRS as a
  collectible. 

  
	
   
	
   
	
   

	
   
	
  (b)

  	
  Limitations on the investment in Qualifying Employer Securities and
  Qualifying Employer Real Property.
  The Trustee may invest in Qualifying Employer Securities and Qualifying
  Employer Real Property up to certain limits. Any such investment shall only
  be made upon written direction of the Employer who shall be solely
  responsible for the propriety of such investment. Additional directives regarding
  the purchase, sale, retention or valuing of such securities may be addressed
  in a funding policy, statement of investment policy, or other separate
  procedures or documents governing the investment of Plan assets. In any
  conflicts between the Plan document and a separate investment trust
  agreement, the Plan document shall prevail. 

  
	
   
	
   
	
   

	
   
	
   
	
  (1)

  	
  Money purchase plan. In the case of a money
  purchase plan, no more than 10% of the fair market value of Plan assets may
  be invested in Qualifying Employer Securities and Qualifying Employer Real
  Property. 

  
	
   
	
   
	
   
	
   

	
   
	
   
	
  (2)

  	
  Profit sharing plan other than a 401(k) plan.
  In the case of a profit sharing plan other than a 401(k) plan, no limit
  applies to the percentage of Plan assets invested in Qualifying Employer
  Securities and Qualifying Employer Real Property, except as provided in a
  funding policy, statement of investment policy, or other separate procedures
  or documents governing the investment of Plan assets. 

  
	
   
	
   
	
   
	
   

	
   
	
   
	
  (3)

  	
  401(k) plan. For Plan Years beginning after
  December 31, 1998, with respect to the portion of the Plan consisting of
  amounts attributable to Section 401(k) Deferrals, no more than 10% of the
  fair market value of Plan assets attributable to Section 401(k) Deferrals may
  be invested in Qualifying Employer Securities and Qualifying Employer Real
  Property if the Employer, the Trustee, or a person other than the Participant
  requires any portion of the Section 401(k) Deferrals and attributable
  earnings to be invested in Qualifying Employer Securities or Qualifying
  Employer Real Property. 

  
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (i)

  	
  Exceptions to Limitation. The limitation in
  this subsection (3) shall not apply if any one of the conditions in
  subsections (A), (B) or (C) applies. 

  
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (A)

  	
  Investment
  of Section 401(k) Deferrals in Qualifying Employer Securities or Qualifying
  Real Property is solely at the discretion of the Participant. 

  
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (B)
	
  As of the
  last day of the preceding Plan Year, the fair market value of assets of all
  profit sharing plans and 401(k) plans of the Employer was not more than 10%
  of the fair market value of all assets under plans maintained by the
  Employer. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (C)
	
  The portion
  of a Participant’s Section 401(k) Deferrals required to be invested in
  Qualifying Employer Securities and Qualifying Employer Real Property for the
  Plan Year does not exceed 1% of such Participant’s Included Compensation. 

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  (ii)
	
  Plan Years Beginning Prior to January 1, 1999.
  For Plan Years beginning before January 1, 1999, the limitations in this
  subsection (3) do not apply and a 401(k) plan is treated like any other
  profit sharing plan. 




80









	
  
	
  
	
  
	
 (iii)
	
 No application to other contributions. The
 limitation in this subsection (3) has no application to Employer Matching
 Contributions or Employer Nonelective Contributions. Instead, the rules under
 subsection (2) above apply for such contributions. 

	
  
	
  
	
  
	
  
	
  

	
  
	
 (c)
	
 Participant direction of investments. If the Plan (by election in Part 12, #43 of the Agreement
 [Part 12, #61 of the 401(k) Agreement] or by the Plan Administrator’s
 administrative election) permits Participant direction of investments, the
 Plan Administrator must adopt investment procedures for such direction. The
 investment procedures should set forth the permissible investment options
 available for Participant direction, the timing and frequency of investment
 changes, and any other procedures or limitations applicable to Participant
 direction of investment. In no case may Participants direct that investments
 be made in collectibles, other than U.S. Government or State issued gold and
 silver coins. The investment procedures adopted by the Plan Administrator are
 incorporated by reference into the Plan. If Participant investment direction
 is limited to specific investment options (such as designated mutual funds or
 common or collective trust funds), it shall be the sole and exclusive
 responsibility of the Employer or Plan Administrator to select the investment
 options, and the Trustee shall not be responsible for selecting or monitoring
 such investment options, unless the Trustee has otherwise agreed in writing. 

	
  
	
  
	
  

	
  
	
  
	
 The Employer
 may elect under Part 12, #43.b.(1) of the Agreement [Part 12, #61.b.(1) of
 the 401(k) Agreement] or under the separate investment procedures to limit
 Participant direction of investment to specific types of contributions. The
 investment procedures adopted by the Plan Administrator may (but need not)
 allow Beneficiaries under the Plan to direct investments. (See Section
 13.4(b) for rules regarding allocation of net income or loss to a Directed
 Account.)

	
  
	
  
	
  

	
  
	
  
	
 If
 Participant direction of investments is permitted, the Employer will
 designate how accounts will be invested in the absence of proper affirmative
 direction from the Participant. Except as otherwise provided in this Plan,
 neither the Trustee, the Employer, nor any other fiduciary of the Plan will
 be liable to the Participant or Beneficiary for any loss resulting from
 action taken at the direction of the Participant.

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Trustee to follow Participant direction. To
 the extent the Plan allows Participant direction of investment, the Trustee
 is authorized to follow the Participant’s written direction (or other form of
 direction deemed acceptable by the Trustee). A Directed Account will be
 established for the portion of the Participant’s Account that is subject to
 Participant direction of investment. The Trustee may decline to follow a
 Participant’s investment direction to the extent such direction would: (i)
 result in a prohibited transaction; (ii) cause the assets of the Plan to be
 maintained outside the jurisdiction of the U.S. courts; (iii) jeopardize the
 Plan’s tax qualification; (iv) be contrary to the Plan’s governing documents;
 (v) cause the assets to be invested in collectibles within the meaning of
 Code §408(m); (vi) generate unrelated business taxable income; or (vii)
 result (or could result) in a loss exceeding the value of the Participant’s
 Account. The Trustee will not be responsible for any loss or expense
 resulting from a failure to follow a Participant’s direction in accordance
 with the requirements of this paragraph. 

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 Participant
 directions will be processed as soon as administratively practicable
 following receipt of such directions by the Trustee. The Trustee, Plan
 Administrator, or Employer will not be liable for a delay in the processing
 of a Participant direction that is caused by a legitimate business reason
 (including, but not limited to, a failure of computer systems or programs,
 failure in the means of data transmission, the failure to timely receive
 values or prices, or other unforeseen problems outside of the control of the
 Trustee, Plan Administrator, or Employer).

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 ERISA §404(c) protection. If the Plan (by
 Employer election under Part 12, #43.b.(2) of the Agreement [Part 12,
 #61.b.(2) of the 401(k ) Agreement] or pursuant to the Plan’s investment
 procedures) is intended to comply with ERISA §404(c), the Participant
 investment direction program adopted by the Plan Administrator should comply
 with applicable Department of Labor regulations. Compliance with ERISA
 §404(c) is not required for plan qualification purposes. The following
 information is provided solely as guidance to assist the Plan Administrator
 in meeting the requirements of ERISA §404(c). Failure to meet any of the
 following safe harbor requirements does not impose any liability on the Plan
 Administrator (or any other fiduciary under the Plan) for investment
 decisions made by Participants, nor does it mean that the Plan does not
 comply with ERISA §404(c). Nothing in this Plan shall impose any greater
 duties upon the Trustee with respect to the implementation of ERISA §404(c)
 than those duties expressly provided for in procedures adopted by the
 Employer and agreed to by the Trustee.

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 Disclosure requirements. The Plan
 Administrator (or other Plan fiduciary who has agreed to perform this
 activity) shall provide, or shall cause a person designated to act on his
 behalf to provide, the following information to Participants: 




81










	
  
	
  
	
  
	
  
	
 (A)
	
 Mandatory disclosures. To satisfy the
 requirements of ERISA §404(c), the Participants must receive certain
 mandatory disclosures, including (I) an explanation that the Plan is intended
 to be an ERISA §404(c) plan; (II) a description of the investment options
 under the Plan; (III) the identity of any designated Investment Managers that
 may be selected by the Participant; (IV) any restrictions on investment
 selection or transfers among investment vehicles; (V) an explanation of the
 fees and expenses that may be charged in connection with the investment
 transactions; (VI) the materials relating to voting rights or other rights incidental
 to the holding of an investment; (VII) the most recent prospectus for an
 investment option which is subject to the Securities Act of 1933. 

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (B)
	
 Disclosures upon request. In addition, a
 Participant must be able to receive upon request (I) the current value of the
 Participant’s interest in an investment option; (II) the value and investment
 performance of investment alternatives available under the Plan; (III) the
 annual operating expenses of a designated investment alternative; and (IV) copies
 of any prospectuses, or other material, relating to available investment
 options. 

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 Diversified investment options. The
 investment procedure must provide at least three diversified investment
 options that offer a broad range of investment opportunity. Each of the
 investment opportunities must have materially different risk and return
 characteristics. The procedure may allow investment under a segregated
 brokerage account. 

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iii)
	
 Frequency of investment instructions. The
 investment procedure must provide the Participant with the opportunity to
 give investment instructions as frequently as is appropriate to the
 volatility of the investment. For each investment option, the frequency can
 be no less than quarterly.




82










ARTICLE 14

PARTICIPANT LOANS


	
 This Article
 contains rules for providing loans to Participants under the Plan. This
 Article applies if: (1) the Employer elects under Part 12 of the Agreement to
 provide loans to Participants or (2) if Part 12 does not specify whether Participant
 loans are available, the Plan Administrator decides to implement a
 Participant loan program. Any Participant loans will be made pursuant to the
 default loan policy prescribed by this Article 14 unless the Plan
 Administrator adopts a separate written loan policy or modifies the default
 loan policy in this Article 14 by adopting modified loan provisions. If the
 Employer adopts a separate written loan policy or written modifications to
 the default loan program in this Article, the terms of such loan policy or
 written modifications will control over the terms of this Plan with respect
 to the administration of any Participant loans.

 
	
  
	
  

	
 14.1
	
 Default Loan Policy. Loans
 are available under this Article only if such loans:

	
  
	
  
	
  
	
  
	
  

	
  
	
 (a)
	
 are
 available to Participants on a reasonably equivalent basis (see Section
 14.3);

	
  
	
  
	
  

	
  
	
 (b)
	
 are not
 available to Highly Compensated Employees in an amount greater than the
 amount that is available to other Participants;

	
  
	
  
	
  

	
  
	
 (c)
	
 bear a
 reasonable rate of interest (as determined under Section 14.4) and are
 adequately secured (as determined under Section 14.5);

	
  
	
  
	
  

	
  
	
 (d)
	
 provide for
 periodic repayment within a specified period of time (as determined under
 Section 14.6); and

	
  
	
  
	
  

	
  
	
 (e)
	
 do not
 exceed, for any Participant, the amount designated under Section 14.7.

	
  
	
  
	
  

	
  
	
 A separate
 written loan policy may not modify the requirements under subsections (a)
 through (e) above, except as permitted in the referenced Sections of this
 Article.

	
  
	
  
	
  
	
  
	
  

	
 14.2
	
 Administration of Loan Program. A Participant loan is available under this Article only if the
 Participant makes a request for such a loan in accordance with the provisions
 of this Article or in accordance with a separate written loan policy. To
 receive a Participant loan, a Participant must sign a promissory note along
 with a pledge or assignment of the portion of the Account Balance used for
 security on the loan. Except as provided in a separate loan policy or in a
 written modification to the default loan policy in this Article, any reference
 under this Article 14 to a Participant means a Participant or Beneficiary who
 is a party in interest (as defined in ERISA §3(14)).

	
  
	
  

	
  
	
 In the case
 of a restated Plan, if any provision of this Article 14 is more restrictive
 than the terms of the Plan (or a separate written loan policy) in effect
 prior to the adoption of this Prototype Plan, such provision shall apply only
 to loans finalized after the adoption of this Prototype Plan, even if the
 restated Effective Date indicated in the Agreement predates the adoption of
 the Plan.

	
  
	
  

	
 14.3
	
 Availability of Participant Loans. Participant loans must be made available to Participants in a
 reasonably equivalent manner. The Plan Administrator may refuse to make a
 loan to any Participant who is determined to be not creditworthy. For this
 purpose, a Participant is not creditworthy if, based on the facts and
 circumstances, it is reasonable to believe that the Participant will not
 repay the loan. A Participant who has defaulted on a previous loan from the
 Plan and has not repaid such loan (with accrued interest) at the time of any
 subsequent loan will not be treated as creditworthy until such time as the
 Participant repays the defaulted loan (with accrued interest). A separate
 written loan policy or written modification to this loan policy may prescribe
 different rules for determining creditworthiness and to what extent
 creditworthiness must be determined.

	
  
	
  

	
  
	
 No
 Participant loan will be made to any Shareholder-Employee or Owner-Employee
 unless a prohibited transaction exemption for such loan is obtained from the
 Department of Labor or the prohibition against loans to such individuals is
 formally withdrawn by statute or by action of the Treasury or the Department
 of Labor. The prohibition against loans to Shareholder-Employees and
 Owner-Employees outlined in this paragraph may not be modified by a separate
 written loan policy.

	
  
	
  

	
 14.4
	
 Reasonable Interest Rate. A
 Participant must be charged a reasonable rate of interest for any loan he/she
 receives. For this purpose, the interest rate charged on a Participant loan
 must be commensurate with the interest rates charged by persons in the
 business of lending money for loans under similar circumstances. The Plan
 Administrator will determine a reasonable rate of interest by reviewing the
 interest rates charged by a sample of third party lenders in the same
 geographical region as the Employer. The Plan Administrator must periodically
 review its interest rate assumptions to ensure the interest rate charged on
 Participant loans is reasonable. A separate written loan policy or written
 modifications to this loan policy may prescribe an alternative means of
 establishing a reasonable interest rate.

	
  
	
  

	
 14.5
	
 Adequate Security. All
 Participant loans must be adequately secured. The Participant’s vested
 Account Balance shall be used as security for a Participant loan provided the
 outstanding balance of all Participant loans made to such




83











	
  
	
 Participant
 does not exceed 50% of the Participant’s vested Account Balance, determined
 immediately after the origination of each loan, and if applicable, the
 spousal consent requirements described in Section 14.9 have been satisfied.
 The Plan Administrator (with the consent of the Trustee) may require a
 Participant to provide additional collateral to receive a Participant loan if
 the Plan Administrator determines such additional collateral is required to
 protect the interests of Plan Participants. A separate loan policy or written
 modifications to this loan policy may prescribe alternative rules for obtaining
 adequate security. However, the 50% rule in this paragraph may not be
 replaced with a greater percentage.

	
  
	
  

	
 14.6
	
 Periodic Repayment. A
 Participant loan must provide for level amortization with payments to be made
 not less frequently than quarterly. A Participant loan must be payable within
 a period not exceeding five (5) years from the date the Participant receives
 the loan from the Plan, unless the loan is for the purchase of the
 Participant’s principal residence, in which case the loan must be payable
 within a reasonable time commensurate with the repayment period permitted by
 commercial lenders for similar loans. Loan repayments must be made through
 payroll withholding, except to the extent the Plan Administrator determines
 payroll withholding is not practical given the level of a Participant’s
 wages, the frequency with which the Participant is paid, or other
 circumstances.

	
  
	
  

	
  
	
 (a)
	
 Unpaid leave of absence. A
 Participant with an outstanding Participant loan may suspend loan payments to
 the Plan for up to 12 months for any period during which the Participant is
 on an unpaid leave of absence. Upon the Participant’s return to employment
 (or after the end of the 12-month period, if earlier), the Participant’s
 outstanding loan will be reamortized over the remaining period of such loan
 to make up for the missed payments. The reamortized loan may extend beyond
 the original loan term so long as the loan is paid in full by whichever of
 the following dates comes first: (1) the date which is five (5) years from
 the original date of the loan (or the end of the suspension, if sooner), or
 (2) the original loan repayment deadline (or the end of the suspension
 period, if later) plus the length of the suspension period.

	
  
	
  
	
  

	
  
	
 (b)
	
 Military leave. A
 Participant with an outstanding Participant loan also may suspend loan
 payments for any period such Participant is on military leave, in accordance
 with Code §414(u)(4). Upon the Participant’s return from military leave (or
 the expiration of five years from the date the Participant began his/her
 military leave, if earlier), loan payments will recommence under the
 amortization schedule in effect prior to the Participant’s military leave,
 without regard to the five-year maximum loan repayment period. Alternatively,
 the loan may be reamortized to require a different level of loan payment, as
 long as the amount and frequency of such payments are not less than the
 amount and frequency under the amortization schedule in effect prior to the
 Participant’s military leave.

	
  
	
  
	
  

	
  
	
 A separate
 loan policy or written modification to this loan policy may (1) modify the
 time period for repaying Participant loans, provided Participant loans are
 required to be repaid over a period that is not longer than the periods
 described in this Section; (2) specify the frequency of Participant loan
 repayments, provided the payments are required at least quarterly; (3) modify
 the requirement that loans be repaid through payroll withholding; or (4)
 modify or eliminate the leave of absence and/or military leave rules under
 this Section.

	
  
	
  

	
 14.7
	
 Loan Limitations. A
 Participant loan may not be made to the extent such loan (when added to the
 outstanding balance of all other loans made to the Participant) exceeds the
 lesser of:

	
  
	
  

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

	
  
	
  
	
  

	
  
	
 (b)
	
 one-half (1⁄2)
 of the Participant’s vested Account Balance, determined as of the Valuation
 Date coinciding with or immediately preceding such loan, adjusted for any
 contributions or distributions made since such Valuation Date.

	
  
	
  
	
  

	
  
	
 A
 Participant may not receive a Participant loan of less than $1,000 nor may a
 Participant have more than one Participant loan outstanding at any time. A
 Participant may renegotiate a loan without violating the one outstanding loan
 requirement to the extent such renegotiated loan is a new loan (i.e., the
 renegotiated loan separately satisfies the reasonable interest rate
 requirement under Section 14.4, the adequate security requirement under
 Section 14.5, and the periodic repayment requirement under Section 14.6). and
 the renegotiated loan does not exceed the limitations under (a) or (b) above,
 treating both the replaced loan and the renegotiated loan as outstanding at
 the same time. However, if the term of the renegotiated loan does not end
 later than the original term of the replaced loan, the replaced loan may be
 ignored in applying the limitations under (a) and (b) above.

	
  
	
  

	
  
	
 In applying
 the limitations under this Section, all plans maintained by the Employer are
 aggregated and treated as a single plan. In addition, any assignment or
 pledge of any portion of the Participant’s interest in the Plan and any loan,
 pledge, or assignment with respect to any insurance contract purchased under
 the Plan will be treated as loan under this Section.




84











	
  
	
 A separate
 written loan policy or written modifications to this loan policy may (1)
 modify the limitations on the amount of a Participant loan; (2) modify or
 eliminate the minimum loan amount requirement; (3) permit a Participant to
 have more than one loan outstanding at a time; (4) prescribe limitations on
 the purposes for which loans may be required; or (5) prescribe rules for
 reamortization, consolidation, renegotiation, or refinancing of loans.

	
  
	
  

	
 14.8
	
 Segregated Investment. A
 Participant loan is treated as a segregated investment on behalf of the
 individual Participant for whom the loan is made. The Plan Administrator may
 adopt separate administrative procedures for determining which type or types
 of contributions (and the amount of each type of contribution) may be used to
 provide the Participant loan. If the Plan Administrator does not adopt
 procedures designating the type of contributions from which the Participant
 loan will be made, such loan is deemed to be made on a proportionate basis
 from each type of contribution.

	
  
	
  

	
  
	
 Unless
 requested otherwise on the Participant’s loan application, a Participant loan
 will be made equally from all investment funds in which the applicable
 contributions are held. A Participant or Beneficiary may direct the Trustee,
 on his/her loan application, to withdraw the Participant loan amounts from a
 specific investment fund or funds. A Participant loan will not violate the
 requirements of this default loan policy merely because the Plan
 Administrator does not permit the Participant to designate the contributions
 or funds from which the Participant loan will be made. Each payment of
 principal and interest paid by a Participant on his/her Participant loan
 shall be credited proportionately to such Participant’s Account(s) and to the
 investment funds within such Account(s).

	
  
	
  

	
  
	
 A separate
 loan policy or written modifications to this loan policy may modify the rules
 of this Section without limitation, including prescribing different rules for
 determining the source of a loan with respect to contribution types and
 investment funds.

	
  
	
  

	
 14.9
	
 Spousal Consent. If this
 Plan is subject to the Joint and Survivor Annuity requirements under Article
 9, a Participant may not use his/her Account Balance as security for a
 Participant loan unless the Participant’s spouse, if any, consents to the use
 of such Account Balance as security for the loan. The spousal consent must be
 made within the 90-day period ending on the date the Participant’s Account
 Balance is to be used as security for the loan. Spousal consent is not
 required, however, if the value of the Participant’s total vested Account
 Balance (as determined under Section 8.3(e)) does not exceed $5,000 ($3,500
 for loans made before the time the $5,000 rules becomes effective under
 Section 8.3). If the Plan is not subject to the Joint and Survivor Annuity
 requirements under Article 9, a spouse’s consent is not required to use a
 Participant’s Account Balance as security for a Participant loan, regardless
 of the value of the Participant’s Account Balance.

	
  
	
  

	
  
	
 Any spousal
 consent required under this Section must be in writing, must acknowledge the
 effect of the loan, and must be witnessed by a plan representative or notary
 public. Any such consent to use the Participant’s Account Balance as security
 for a Participant loan is binding with respect to the consenting spouse and
 with respect to any subsequent spouse as it applies to such loan. A new
 spousal consent will be required if the Account Balance is subsequently used
 as security for a renegotiation, extension, renewal, or other revision of the
 loan. A new spousal consent also will be required only if any portion of the
 Participant’s Account Balance will be used as security for a subsequent
 Participant loan.

	
  
	
  

	
  
	
 A separate
 loan policy or written modifications to this loan policy may not eliminate
 the spousal consent requirement where it would be required under this
 Section, but may impose spousal consent requirements that are not prescribed
 by this Section.

	
  
	
  

	
 14.10
	
 Procedures for Loan Default. A
 Participant will be considered to be in default with respect to a loan if any
 scheduled repayment with respect to such loan is not made by the end of the
 calendar quarter following the calendar quarter in which the missed payment
 was due.

	
  
	
  

	
  
	
 If a
 Participant defaults on a Participant loan, the Plan may not offset the
 Participant’s Account Balance until the Participant is otherwise entitled to
 an immediate distribution of the portion of the Account Balance which will be
 offset and such amount being offset is available as security on the loan,
 pursuant to Section 14.5. For this purpose, a loan default is treated as an
 immediate distribution event to the extent the law does not prohibit an
 actual distribution of the type of contributions which would be offset as a
 result of the loan default (determined without regard to the consent
 requirements under Articles 8 and 9, so long as spousal consent was properly
 obtained at the time of the loan, if required under Section 14.9). The
 Participant may repay the outstanding balance of a defaulted loan (including
 accrued interest through the date of repayment) at any time.

	
  
	
  

	
  
	
 Pending the
 offset of a Participant’s Account Balance following a defaulted loan, the
 following rules apply to the amount in default.

	
  
	
  

	
  
	
 (a)
	
 Interest
 continues to accrue on the amount in default until the time of the loan
 offset or, if earlier, the date the loan repayments are made current or the
 amount is satisfied with other collateral.




85











	
  
	
 (b)
	
 A subsequent
 offset of the amount in default is not reported as a taxable distribution,
 except to the extent the taxable portion of the default amount was not
 previously reported by the Plan as a taxable distribution.

	
  
	
  
	
  

	
  
	
 (c)
	
 The
 post-default accrued interest included in the loan offset is not reported as
 a taxable distribution at the time of the offset.

	
  
	
  
	
  

	
  
	
 A separate
 loan policy or written modifications to this loan policy may modify the
 procedures for determining a loan default.

	
  
	
  
	
  

	
 14.11
	
 Termination of Employment.

	
  
	
  

	
  
	
 (a)
	
 Offset of outstanding loan. A
 Participant loan becomes due and payable in full immediately upon the
 Participant’s termination of employment. Upon a Participant’s termination,
 the Participant may repay the entire outstanding balance of the loan
 (including any accrued interest) within a reasonable period following
 termination of employment. If the Participant does not repay the entire
 outstanding loan balance, the Participant’s vested Account Balance will be
 reduced by the remaining outstanding balance of the loan (without regard to
 the consent requirements under Articles 8 and 9, so long as spousal consent
 was properly obtained at the time of the loan, if required under Section
 14.9), to the extent such Account Balance is available as security on the
 loan, pursuant to Section 14.5, and the remaining vested Account Balance will
 be distributed in accordance with the distribution provisions under Article
 8. If the outstanding loan balance of a deceased Participant is not repaid,
 the outstanding loan balance shall be treated as a distribution to the
 Participant and shall reduce the death benefit amount payable to the
 Beneficiary under Section 8.4.

	
  
	
  
	
  

	
  
	
 (b)
	
 Direct Rollover. Upon
 termination of employment, a Participant may request a Direct Rollover of the
 loan note (provided the distribution is an Eligible Rollover Distribution as
 defined in Section 8.8(a)) to another qualified plan which agrees to accept a
 Direct Rollover of the loan note. A Participant may not engage in a Direct
 Rollover of a loan to the extent the Participant has already received a
 deemed distribution with respect to such loan. (See the rules regarding
 deemed distributions upon a loan default under Section 14.10.)

	
  
	
  
	
  

	
  
	
 (c)
	
 Modified loan policy. A
 separate loan policy or written modifications to this loan policy may modify
 this Section 14.11, including, but not limited to: (1) a provision to permit
 loan repayments to continue beyond termination of employment; (2) to prohibit
 the Direct Rollover of a loan note; and (3) to provide for other events that
 may accelerate the Participant’s repayment obligation under the loan.




86










ARTICLE 15

INVESTMENT IN LIFE INSURANCE


	
 This Article
 provides special rules for Plans that permit investment in life insurance on
 the life of the Participant, the Participant’s spouse, or other family
 members. The Employer may elect in Part 12 of the Agreement to permit life
 insurance investments in the Plan, or life insurance investments may be
 permitted, prohibited, or restricted under the Plan through separate
 investment procedures or a separate funding policy. If the Plan prohibits
 investments in life insurance, this Article does not apply.

 
	
  
	
  

	
 15.1
	
 Investment in Life Insurance. A
 group or individual life insurance policy purchased by the Plan may be issued
 on the life of a Participant, a Participant’s spouse, a Participant’s child
 or children, a family member of the Participant, or any other individual with
 an insurable interest. If this Plan is a money purchase plan, a life
 insurance policy may only be issued on the life of the Participant. A life insurance
 policy includes any type of policy, including a second-to-die policy,
 provided that the holding of a particular type of policy is not prohibited
 under rules applicable to qualified plans.

	
  
	
  

	
  
	
 Any premiums
 on life insurance held for the benefit of a Participant will be charged
 against such Participant’s vested Account Balance. Unless directed otherwise,
 the Plan Administrator will reduce each of the Participant’s Accounts under
 the Plan equally to pay premiums on life insurance held for such Participant’s
 benefit. Any premiums paid for life insurance policies must satisfy the
 incidental life insurance rules under Section 15.2.

	
  
	
  

	
 15.2
	
 Incidental Life Insurance Rules. Any life insurance purchased under the Plan must meet the
 following requirements:

	
  
	
  

	
  
	
 (a)
	
 Ordinary life insurance policies. The aggregate premiums paid for ordinary life insurance
 policies (i.e., policies with both nondecreasing death benefits and
 nonincreasing premiums) for the benefit of a Participant shall not at any
 time exceed 49% of the aggregate amount of Employer Contributions (including
 Section 401(k) Deferrals) and forfeitures that have been allocated to the
 Account of such Participant.

	
  
	
  
	
  

	
  
	
 (b)
	
 Life insurance policies other than ordinary life. The aggregate premiums paid for term, universal or other life
 insurance policies (other than ordinary life insurance policies) for the
 benefit of a Participant shall not at any time exceed 25% of the aggregate
 amount of Employer Contributions (including Section 401(k) Deferrals) and forfeitures
 that have been allocated to the Account of such Participant.

	
  
	
  
	
  

	
  
	
 (c)
	
 Combination of ordinary and other life insurance policies. The sum of one-half (1/2) of the aggregate premiums paid for
 ordinary life insurance policies plus all the aggregate premiums paid for any
 other life insurance policies for the benefit of a Participant shall not at
 any time exceed 25% of the aggregate amount of Employer Contributions
 (including Section 401(k) Deferrals) and forfeitures which have been
 allocated to the Account of such Participant.

	
  
	
  
	
  

	
  
	
 (d)
	
 Exception for certain profit sharing and 401(k) plans. If the Plan is a profit sharing plan or a 401(k) plan, the
 limitations in this Section do not apply to the extent life insurance
 premiums are paid only with Employer Contributions and forfeitures that have
 been accumulated in the Participant’s Account for at least two years or are
 paid with respect to a Participant who has been an Eligible Participant for
 at least five years. For purposes of applying this special limitation,
 Employer Contributions do not include any Section 401(k) Deferrals, QMACs,
 QNECs or Safe-Harbor Contributions under a 401(k) plan.

	
  
	
  
	
  

	
  
	
 (e)
	
 Exception for Employee After-Tax Contributions and Rollover
 Contributions. The Plan
 Administrator also may invest, with the Participant’s consent, any portion of
 the Participant’s Employee After-Tax Contribution Account or Rollover
 Contribution Account in a group or individual life insurance policy for the
 benefit of such Participant, without regard to the incidental life insurance
 rules under this Section.

	
  
	
  

	
 15.3
	
 Ownership of Life Insurance Policies. The Trustee is the owner of any life insurance policies
 purchased under the Plan in accordance with the provisions of this Article
 15. Any life insurance policy purchased under the Plan must designate the
 Trustee as owner and beneficiary under the policy. The Trustee will pay all
 proceeds of any life insurance policies to the Beneficiary of the Participant
 for whom such policy is held in accordance with the distribution provisions
 under Article 8 and the Joint and Survivor Annuity requirements under Article
 9. In no event shall the Trustee retain any part of the proceeds from any
 life insurance policies for the benefit of the Plan.

	
  
	
  

	
 15.4
	
 Evidence of Insurability. Prior
 to purchasing a life insurance policy, the Plan Administrator may require the
 individual whose life is being insured to provide evidence of insurability,
 such as a physical examination, as may be required by the Insurer.

	
  
	
  

	
 15.5
	
 Distribution of Insurance Policies. Life
 insurance policies under the Plan, which are held on behalf of a Participant,
 must be distributed to the Participant or converted to cash upon the later of
 the Participant’s Distribution Commencement Date (as defined in Section 22.56)
 or termination of employment. Any life insurance policies that are held on
 behalf of a terminated Participant must continue to satisfy the incidental
 life insurance rules under Section 15.2.




87











	
  
	
 If a life
 insurance policy is purchased on behalf of an individual other than the
 Participant, and such individual dies, the Participant may withdraw any or
 all life insurance proceeds from the Plan, to the extent such proceeds exceed
 the cash value of the life insurance policy determined immediately before the
 death of the insured individual.

	
  
	
  

	
 15.6
	
 Discontinuance of Insurance Policies. Investments in life insurance may be discontinued at any time,
 either at the direction of the Trustee or other fiduciary responsible for
 making investment decisions. If the Plan provides for Participant direction
 of investments, life insurance as an investment option may be eliminated at
 any time by the Plan Administrator. Where life insurance investment options
 are being discontinued, the Plan Administrator, in its sole discretion, may
 offer the sale of the insurance policies to the Participant, or to another
 person, provided that the prohibited transaction exemption requirements
 prescribed by the Department of Labor are satisfied.

	
  
	
  

	
 15.7
	
 Protection of Insurer. An
 Insurer that issues a life insurance policy under the terms of this Article,
 shall not be responsible for the validity of this Plan and shall be protected
 and held harmless for any actions taken or not taken by the Trustee or any
 actions taken in accordance with written directions from the Trustee or the
 Employer (or any duly authorized representatives of the Trustee or Employer).
 An Insurer shall have no obligation to determine the propriety of any premium
 payments or to guarantee the proper application of any payments made by the
 insurance company to the Trustee.

	
  
	
  

	
  
	
 The Insurer
 is not and shall not be considered a party to this Agreement and is not a
 fiduciary with respect to the Plan solely as a result of the issuance of life
 insurance policies under this Article 15.

	
  
	
  

	
 15.8
	
 No Responsibility for Act of Insurer. Neither the Employer, the Plan Administrator nor the Trustee
 shall be responsible for the validity of the provisions under a life
 insurance policy issued under this Article 15 or for the failure or refusal
 by the Insurer to provide benefits under such policy. The Employer, the Plan
 Administrator and the Trustee are also not responsible for any action or
 failure to act by the Insurer or any other person which results in the delay
 of a payment under the life insurance policy or which renders the policy
 invalid or unenforceable in whole or in part.




88










ARTICLE 16

TOP-HEAVY PLAN REQUIREMENTS


	
 This Article
 contains the rules for determining whether the Plan is a Top-Heavy Plan and
 the consequences of having a Top-Heavy Plan. Part 6 of the Agreement provides
 for elections relating to the vesting schedule for a Top-Heavy Plan. Part 13
 of the Agreement allows the Employer to elect to satisfy the Top-Heavy Plan
 allocation requirements under another plan.

 
	
  

	
 16.1
	
 In General. If the Plan is
 or becomes a Top-Heavy Plan in any Plan Year, the provisions of this Article
 16 will supersede any conflicting provisions in the Plan or Agreement.
 However, this Article 16 will no longer apply if Code §416 is repealed.

	
  
	
  

	
 16.2
	
 Top-Heavy Plan Consequences.

	
  
	
  
	
  
	
  
	
  

	
  
	
 (a)
	
 Minimum allocation for Non-Key Employees. If
 the Plan is a Top-Heavy Plan for any Plan Year, except as otherwise provided
 in subsections (4) and (5) below, the Employer Contributions and forfeitures
 allocated for the Plan Year on behalf of any Eligible Participant who is a
 Non-Key Employee must not be less than a minimum percentage of the
 Participant’s Total Compensation (as defined in Section 16.3(i)). If any
 Non-Key Employee who is entitled to receive a top-heavy minimum contribution
 pursuant to this Section 16.2(a) fails to receive an appropriate allocation,
 the Employer will make an additional contribution on behalf of such Non-Key
 Employee to satisfy the requirements of this Section. The Employer may elect
 under Part 4 of the Agreement [Part 4C of the 401(k) Agreement] to make the
 top-heavy contribution to all Eligible Participants. If the Employer elects
 under the Agreement to provide the top-heavy minimum contribution to all
 Eligible Participants, the Employer also will make an additional contribution
 on behalf of any Key Employee who is an Eligible Participant and who did not
 receive an allocation equal to the top-heavy minimum contribution.

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Determining the minimum percentage. The
 minimum percentage that must be allocated under subsection (a) above is the
 lesser of: (i) three (3) percent of Total Compensation for the Plan Year or
 (ii) the highest contribution rate for any Key Employee for the Plan Year.
 The highest contribution rate for a Key Employee is determined by taking into
 account the total Employer Contributions and forfeitures allocated to each
 Key Employee for the Plan Year, as a percentage of the Key Employee’s Total
 Compensation. A Key Employee’s contribution rate includes Section 401(k) Deferrals
 made by the Key Employee for the Plan Year (except as provided by regulation
 or statute). If this Plan is aggregated with a Defined Benefit Plan to
 satisfy the requirements of Code §401(a)(4) or Code §410(b), the minimum
 percentage is three (3) percent, without regard to the highest Key Employee
 contribution rate. See subsection (5) below if the Employer maintains more
 than one plan.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Determining whether the Non-Key Employee’s allocation satisfies the
 minimum percentage. To determine if a Non-Key
 Employee’s allocation of Employer Contributions and forfeitures is at least
 equal to the minimum percentage, the Employee’s Section 401(k) Deferrals for
 the Plan Year are disregarded. In addition, Matching Contributions allocated
 to the Employee’s Account for the Plan Year are disregarded, unless: (i) the
 Plan Administrator elects to take all or a portion of the Matching
 Contributions into account, or (ii) Matching Contributions are taken into
 account by statute or regulation. The rule in (i) does not apply unless the
 Matching Contributions so taken into account could satisfy the
 nondiscrimination testing requirements under Code §401(a)(4) if tested
 separately. Any Employer Matching Contributions used to satisfy the Top-Heavy
 Plan minimum allocation may not be used in the ACP Test (as defined in
 Section 17.3), except to the extent permitted under statute, regulation or
 other guidance of general applicability.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Certain allocation conditions inapplicable.
 The Top-Heavy Plan minimum allocation shall be made even though, under other
 Plan provisions, the Non-Key Employee would not otherwise be entitled to
 receive an allocation, or would have received a lesser allocation for the
 Plan Year because of:

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 the
 Participant’s failure to complete 1,000 Hours of Service (or any equivalent
 provided in the Plan),

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 the
 Participant’s failure to make Employee After-Tax Contributions to the Plan,
 or

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iii)
	
 Total
 Compensation is less than a stated amount.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 The minimum
 allocation also is determined without regard to any Social Security
 contribution or whether an Eligible Participant fails to make Section 401(k)
 Deferrals for a Plan Year in which the Plan includes a 401(k) feature.




89











	
  
	
  
	
 (4)
	
 Participants not employed on the last day of the Plan Year.
 The minimum allocation requirement described in this subsection (a) does not
 apply to an Eligible Participant who was not employed by the Employer on the
 last day of the applicable Plan Year.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (5)
	
 Participation in more than one Top-heavy Plan. The
 minimum allocation requirement described in this subsection (a) does not
 apply to an Eligible Participant who is covered under another plan maintained
 by the Employer if, pursuant to Part 13, #54 of the Agreement [Part 13, #72 of
 the 401(k) Agreement], the other Plan will satisfy the minimum allocation
 requirement.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 More than one Defined Contribution Plans. If
 the Employer maintains more than one top-heavy Defined Contribution Plan
 (including Paired Plans), the Employer may designate in Part 13, #54.a. of
 the Agreement [Part 13, #72.a. of the 401(k) Agreement] which plan will
 provide the top-heavy minimum contribution to Non-Key Employees.
 Alternatively, under Part 13, #54.a.(3) of the Agreement [Part 13, #72.a.(3) of
 the 401(k) Agreement], the Employer may designate another means of complying
 with the top-heavy requirements. If Part 13, #54 of the Agreement [Part 13,
 #72 of the 401(k) Agreement] is not completed and the Employer maintains more
 than one Defined Contribution Plan, the Employer will be deemed to have
 selected this Plan under Part 13, #54.a. of the Agreement [Part 13, #72.a. of
 the 401(k) Agreement] as the Plan under which the top-heavy minimum
 contribution will be provided.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 If an
 Employee is entitled to a top-heavy minimum contribution but has not
 satisfied the minimum age and/or service requirements under the Plan
 designated to provide the top-heavy minimum contribution, the Employee may
 receive a top-heavy minimum contribution under the designated Plan. Thus, for
 example, if the Employer maintains both a 401(k) plan and a non-401(k) plan,
 a Non-Key Employee who has not satisfied the minimum age and service
 conditions under Part 1, #5 of the non-401(k) plan Agreement is eligible for
 a top-heavy minimum allocation under the non-401(k) plan (if so provided
 under Part 13, #54.a. of the Agreement [Part 13, #72.a. of the 401(k)
 Agreement]) if such Employee has satisfied the eligibility conditions for
 making Section 401(k) Deferrals under the 401(k) plan. The provision of a
 top-heavy minimum contribution under this paragraph will not cause the Plan
 to fail the minimum coverage or nondiscrimination rules. The Employer may
 designate an alternative method of providing the top-heavy minimum
 contribution to such Employees under Part 13, #54.a.(3) of the Agreement
 [Part 13, #72.a.(3) of the 401(k) Agreement].

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 Defined Contribution Plan and a Defined Benefit Plan. If
 the Employer maintains both a top-heavy Defined Contribution Plan (under this
 BPD) and a top-heavy Defined Benefit Plan, the Employer must designate the
 manner in which the plans will comply with the Top-Heavy Plan requirements.
 Under Part 13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k)
 Agreement], the Employer may elect to provide the top-heavy minimum benefit
 to Non-Key Employees who participate in both Plans (A) in the Defined Benefit
 Plan; (B) in the Defined Contribution Plan (but increasing the minimum
 allocation from 3% to 5%); or (C) under any other acceptable method of
 compliance. If a Non-Key Employee participates only under the Defined Benefit
 Plan, the top-heavy minimum benefit will be provided under the Defined
 Benefit Plan. If a Non-Key Employee participates only under the Defined
 Contribution Plan, the top-heavy minimum benefit will be provided under the
 Defined Contribution Plan (without regard to this subsection (ii)). If Part
 13, #54.b. of the Agreement [Part 13, #72.b. of the 401(k) Agreement] is not
 completed and the Employer maintains a Defined Benefit Plan, the Employer
 will be deemed to have selected this Plan under Part 13, #54.b.(1) of the
 Agreement [Part 13, #72.b.(1) of the 401(k) Agreement] as the plan under
 which the top-heavy minimum contribution will be provided.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 If the
 Employer maintains more than one Defined Contribution Plan in addition to a
 Defined Benefit Plan, the Employer may use Part 13, #54.b.(3) of the
 Agreement [Part 13, #72.b.(3) of the 401(k) Agreement] to designate which
 Defined Contribution Plan will provide the top-heavy minimum contribution.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 If the
 Employer is using the Four-Step Permitted Disparity Method (as described in
 Section 2.2(b)(ii)) and elects under Part 13, #54.b.(1) of the Agreement
 [Part 13, #72.b.(1) of the 401(k) Agreement] to provide a 5% top-heavy
 minimum contribution, the 3% minimum allocation under Step One is increased
 to 5%. The 3% allocation under Step Two will also be increased to the lesser
 of (A) 5% or (B) the amount determined under Step Three (increased by 3
 percentage points). If an additional allocation is to be




90











	
  
	
  
	
  
	
  
	
 made under
 Step Three, the Applicable Percentage under Section 2.2(b)(ii)(C) must be
 reduced by 2 percentage points (but not below zero).  

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (6)
	
 No forfeiture for certain events. The
 minimum top-heavy allocation (to the extent required to be nonforfeitable
 under Code §416(b)) may not be forfeited under the suspension of benefit
 rules of Code §411(a)(3)(B) or the withdrawal of mandatory contribution rules
 of Code §411(a)(3)(D).

	
  
	
  
	
  
	
  
	
  

	
  
	
 (b)
	
 Special Top-Heavy Vesting Rules.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Minimum vesting schedules. For any Plan Year
 in which this Plan is a Top-Heavy Plan, the Top-Heavy Plan vesting schedule
 elected in Part 6, #19 of the Agreement [Part 6, #37 of the 401(k) Agreement]
 will automatically apply to the Plan. The Top-Heavy Plan vesting schedule
 will apply to all benefits within the meaning of Code §411(a)(7) except those
 attributable to Employee After-Tax Contributions, including benefits accrued
 before the effective date of Code §416 and benefits accrued before the Plan
 became a Top-Heavy Plan. No decrease in a Participant’s nonforfeitable
 percentage may occur in the event the Plan’s status as a Top-Heavy Plan
 changes for any Plan Year. However, this subsection does not apply to the
 Account Balance of any Employee who does not have an Hour of Service after a
 Top-Heavy Plan vesting schedule becomes effective.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Shifting Top-Heavy Plan status. If the
 vesting schedule under the Plan shifts in or out of the Top-Heavy Plan
 vesting schedule for any Plan Year because of a change in Top-Heavy Plan
 status, such shift is an amendment to the vesting schedule and the election
 in Section 4.7 of the Plan applies.

	
  
	
  
	
  
	
  

	
 16.3
	
 Top-Heavy Definitions.

	
  
	
  
	
  
	
  
	
  

	
  
	
 (a)
	
 Determination Date: For any
 Plan Year subsequent to the first Plan Year, the Determination Date is the
 last day of the preceding Plan Year. For the first Plan Year of the Plan, the
 Determination Date is the last day of that first Plan Year.

	
  
	
  
	
  

	
  
	
 (b)
	
 Determination Period: The
 Plan Year containing the Determination Date and the four (4) preceding Plan
 Years.

	
  
	
  
	
  

	
  
	
 (c)
	
 Key Employee: Any Employee
 or former Employee (and the Beneficiaries of such Employee) is a Key Employee
 for a Plan Year if, at any time during the Determination Period, the
 individual was:

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 an officer
 of the Employer with annual Total Compensation in excess of 50 percent of the
 dollar limitation under Code §415(b)(1)(A),

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 an owner (or
 considered an owner under Code §318) of one of the ten largest interests in
 the Employer with annual Total Compensation in excess of 100 percent of the
 dollar limitation under Code §415(c)(1)(A);

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 a
 Five-Percent Owner (as defined in Section 22.88),

	
  
	
  
	
  
	
  

	
  
	
  
	
 (4)
	
 a more than
 1-percent owner of the Employer with an annual Total Compensation of more
 than $150,000.

	
  
	
  
	
  
	
  

	
  
	
  
	
 The Key
 Employee determination will be made in accordance with Code §416(i)(1) and
 the regulations thereunder.

	
  
	
  
	
  
	
  
	
  

	
  
	
 (d)
	
 Permissive Aggregation Group:
 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 §§401(a)(4) and
 410.

	
  
	
  
	
  

	
  
	
 (e)
	
 Present Value: The present
 value based on the interest and mortality rates specified in the relevant
 Defined Benefit Plan. In the event that more than one Defined Benefit Plan is
 included in a Required Aggregation Group or Permissive Aggregation Group, a
 uniform set of actuarial assumptions must be applied to determine present
 value. The Employer may specify in Part 13, #54.b.(3) of the Agreement [Part
 13, #72.b.(3) of the 401(k) Agreement] the actuarial assumptions that will
 apply if the Defined Benefit Plans do not specify a uniform set of actuarial
 assumptions to be used to determine if the plans are Top-Heavy.




91











	
  
	
 (f)
	
 Required Aggregation Group:

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Each
 qualified plan of the Employer in which at least one Key Employee
 participates or participated at any time during the Determination Period
 (regardless of whether the plan has terminated), and

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 any other
 qualified plan of the Employer that enables a plan described in (l) to meet
 the coverage or nondiscrimination requirements of Code §§410(b) or 401(a)(4).

	
  
	
  
	
  
	
  
	
  

	
  
	
 (g)
	
 Top-Heavy Plan: For any
 Plan Year, this Plan is a Top-Heavy Plan if any of the following conditions
 exist:

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 The Plan is
 not part of any Required Aggregation Group or Permissive Aggregation Group of
 plans, and the Top-Heavy Ratio for the Plan exceeds 60 percent.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 The Plan is
 part of a Required Aggregation Group of plans, but not part of a Permissive
 Aggregation Group, and the Top-Heavy Ratio for the Required Aggregation Group
 of plans exceeds 60 percent.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 The Plan is
 part of a Required Aggregation Group and part of a Permissive Aggregation
 Group of plans, and the Top-Heavy Ratio for the Permissive Aggregation Group
 exceeds 60 percent.

	
  
	
  
	
  
	
  

	
  
	
 (h)
	
 Top-Heavy Ratio:

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Defined Contribution Plans only. This
 paragraph applies if the Employer maintains one or more Defined Contribution
 Plans (including any SEP described under Code §408(k)) and the Employer has
 not maintained any Defined Benefit Plan that during the Determination Period
 has or has had Accrued Benefits. The Top-Heavy Ratio for this Plan alone, or
 for the Required Aggregation Group 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(s) and the
 denominator of which is the sum of all Account Balances, both computed in
 accordance with Code §416 and the regulations thereunder.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Defined Contribution Plan and Defined Benefit Plan.
 This paragraph applies if the Employer maintains one or more Defined
 Contribution Plans (including a SEP described under Code §408(k)) and the
 Employer maintains or has maintained one or more Defined Benefit Plans which
 during the Determination Period has or has had any Accrued Benefits. The
 Top-Heavy Ratio for any Required Aggregation Group 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(s) for all
 Key Employees, and the Present Value of Accrued Benefits under the aggregated
 Defined Benefit Plan(s) for all Key Employees as of the Determination
 Date(s), and the denominator of which is the sum of the Account Balances
 under the aggregated Defined Contribution Plan(s) for all Participants and
 the Present Value of Accrued Benefits under the Defined Benefit Plan(s) for
 all Participants as of the Determination Date(s), all determined in
 accordance with Code §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 increased for any distributions of an accrued
 benefit made in the five-year period ending on the Determination Date.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Applicable Valuation Dates. For purposes of
 subsections (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 §416 and the regulations
 thereunder for the first and second Plan Years of a Defined Benefit Plan.
 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.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (4)
	
 Valuation of benefits. Determining a Participant’s Account Balance or
 Accrued Benefit. 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 §416 and the
 regulations thereunder. For purposes of subsections (1) and (2) above, the
 Account Balance and/or Accrued Benefit of each Participant is adjusted as
 provided under subsections (i) and (ii) below.

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 Increase for prior distributions. In
 applying the Top-Heavy Ratio, a Participant’s Account Balance and/or Accrued
 Benefit is increased for any distributions made from the Plan during the
 Determination Period.




92











	
  
	
  
	
  
	
 (ii)
	
 Increase for future contributions. Both the
 numerator and denominator of the Top-Heavy Ratio are increased to reflect any
 contribution to a Defined Contribution Plan not actually made as of the
 Determination Date, but which is required to be taken into account on that
 date under Code §416 and the regulations thereunder.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iii)
	
 Exclusion of certain benefits. The Account
 Balance and/or Accrued Benefit of a Participant (and any distribution during
 the Determination Period with respect to such Participant’s Account Balance
 or Accrued Benefit) is disregarded from the Top-Heavy Ratio if: (A) the
 Participant is a Non-Key Employee who was a Key Employee in a prior year, or
 (B) the Participant has not been credited with at least one Hour of Service
 during the Determination Period. 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 §416 and the regulations
 thereunder.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iv)
	
 Calculation of Accrued Benefit. The Accrued
 Benefit of a Participant other than a Key Employee shall be determined under:
 (A) the method, if any, that uniformly applies for accrual purposes under all
 Defined Benefit Plans maintained by the Employer; or (B) if there is no such
 method, as if such benefit accrued not more rapidly than the slowest accrual
 rate permitted under the fractional rule of Code §411(b)(1)(C).

	
  
	
  
	
  
	
  
	
  

	
  
	
 (i)
	
 Total Compensation. For
 purposes of determining the minimum top-heavy contribution under 16.2(a),
 Total Compensation is determined using the definition under Section 7.4(f),
 including the special rule under Section 7.4(f)(4) for years beginning before
 January 1, 1998. For this purpose, Total Compensation is subject to the
 Compensation Dollar Limitation as defined in Section 22.32.

	
  
	
  
	
  
	
  
	
  

	
  
	
 (j)
	
 Valuation Date: The date as
 of which Account Balances are valued for purposes of calculating the
 Top-Heavy Ratio.




93










ARTICLE 17

401(k) PLAN PROVISIONS


	
 This Article
 sets forth the special testing rules applicable to Section 401(k) Deferrals,
 Employer Matching Contributions, and Employee After-Tax Contributions that
 may be made under the 401(k) Agreement and the requirements to qualify as a
 Safe Harbor 401(k) Plan. Section 17.1 provides limits on the amount of
 Elective Deferrals an Employee may defer into the Plan during a calendar
 year. Sections 17.2 and 17.3 set forth the rules for running the ADP Test and
 ACP Test with respect to contributions under the 401(k) plan and Section 17.4
 discusses the requirements for applying the Multiple Use Test. Section 17.5
 prescribes special testing rules for performing the ADP Test and the ACP
 Test. Section 17.6 sets forth the requirements that must be met to qualify as
 a Safe Harbor 401(k) Plan. Unless otherwise stated, any reference to the
 Agreement under this Article 17 is a reference to the 401(k) Agreement.

 
	
  
	
  
	
  
	
  
	
  

	
 17.1
	
 Limitation on the Amount of Section 401(k)
 Deferrals.

	
  
	
  
	
  
	
  
	
  

	
  
	
 (a)
	
 In general. An Eligible
 Participant’s total Section 401(k) Deferrals under this Plan, or any other
 qualified plan of the Employer, for any calendar year may not exceed the
 lesser of:

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 the percentage
 of Included Compensation designated under Part 4A, #12 of the Agreement; 

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 the dollar
 limitation under Code §402(g); or 

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 the amount
 permitted under the Annual Additions Limitation described in Article 7.

	
  
	
  
	
  
	
  
	
  

	
  
	
 (b)
	
 Maximum deferral limitation. If
 the Employer elects to impose a maximum deferral limitation under Part 4A,
 #12 of the Agreement, it must designate under Part 4A, #12.a. the period for
 which such limitation applies. Regardless of any limitation designated under
 Part 4A, #12 of the Agreement, the Employer may provide for alternative
 limitations in the Salary Reduction Agreement with respect to designated
 types of Included Compensation, such as bonus payments. If no maximum
 percentage is designated under Part 4A, #12 of the Agreement, the only limit
 on a Participant’s Section 401(k) Deferrals under this Plan is the dollar
 limitation under Code §402(g) and the Annual Additions Limitation.

	
  
	
  
	
  

	
  
	
 (c)
	
 Correction of Code §402(g) violation. A Participant may not make Section 401(k) Deferrals that
 exceed the dollar limitation under Code §402(g). The dollar limitation under
 Code §402(g) applicable to a Participant’s Section 401(k) Deferrals under
 this Plan is reduced by any Elective Deferrals the Participant makes under
 any other plan maintained by the Employer. If a Participant makes Section
 401(k) Deferrals that exceed the Code §402(g) limit, the Employer may correct
 the Code §402(g) violation in the following manner.

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Suspension of Section 401(k) Deferrals. The
 Employer may suspend a Participant’s Section 401(k) Deferrals under the Plan
 for the remainder of the calendar year when the Participant’s Section 401(k)
 Deferrals under this Plan, in combination with any Elective Deferrals the
 Participant makes during the calendar year under any other plan maintained by
 the Employer, equal or exceed the dollar limitation under Code §402(g).

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Distribution of Excess Deferrals. If a
 Participant makes Section 401(k) Deferrals under this Plan during a calendar
 year which exceed the dollar limitation under Code §402(g), the Participant
 will receive a corrective distribution from the Plan of the Excess Deferrals
 (plus allocable income) no later than April 15 of the following calendar
 year. The amount which must be distributed as a correction of Excess
 Deferrals for a calendar year equals the amount of Elective Deferrals the
 Participant contributes in excess of the dollar limitation under Code §402(g)
 during the calendar year to this Plan, and any other plan maintained by the
 Employer, reduced by any corrective distribution of Excess Deferrals the
 Participant receives during the calendar year from this Plan or other plan(s)
 maintained by the Employer. Excess Deferrals that are distributed after April
 15 are includible in the Participant’s gross income in both the taxable year
 in which deferred and the taxable year in which distributed.

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 Allocable gain or loss. A corrective
 distribution of Excess Deferrals must include any allocable gain or loss for
 the calendar year in which the Excess Deferrals are made. For this purpose,
 allocable gain or loss on Excess Deferrals may be determined in any
 reasonable manner, provided the manner used to determine allocable gain or
 loss is applied uniformly and in a manner that is reasonably reflective of
 the method used by the Plan for allocating income to Participants’ Accounts.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 Coordination with other provisions. A
 corrective distribution of Excess Deferrals made by April 15 of the following
 calendar year may be made without consent of the Participant or the
 Participant’s spouse, and without regard to any distribution
 restrictions  




94











	
  
	
  
	
  
	
  
	
 applicable
 under Article 8 or Article 9. A corrective distribution of Excess Deferrals
 made by the appropriate April 15 also is not treated as a distribution for
 purposes of applying the required minimum distribution rules under Article
 10.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iii)
	
 Coordination with corrective distribution of Excess Contributions. If
 a Participant for whom a corrective distribution of Excess Deferrals is being
 made received a previous corrective distribution of Excess Contributions to
 correct the ADP Test for the Plan Year beginning with or within the calendar
 year for which the Participant made the Excess Deferrals, the previous
 corrective distribution of Excess Contributions is treated first as a
 corrective distribution of Excess Deferrals to the extent necessary to
 eliminate the Excess Deferral violation. The amount of the corrective
 distribution of Excess Contributions which is required to correct the ADP
 Test failure is reduced by the amount treated as a corrective distribution of
 Excess Deferrals.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Correction of Excess Deferrals under plans not maintained by the
 Employer. The correction provisions under
 subsections (1) and (2) above apply only if a Participant makes Excess
 Deferrals under plans maintained by the Employer. However, if a Participant
 has Excess Deferrals because the total Elective Deferrals for a calendar year
 under all plans in which he/she participates, including plans that are not
 maintained by the Employer, exceed the dollar limitation under Code §402(g),
 the Participant may assign to this Plan any portion of the Excess Deferrals
 made during the calendar year. The Participant must notify the Plan
 Administrator in writing on or before March 1 of the following calendar year
 of the amount of the Excess Deferrals to be assigned to this Plan. Upon
 receipt of a timely notification, the Excess Deferrals assigned to this Plan
 will be distributed (along with any allocable income or loss) to the
 Participant in accordance with the corrective distribution provisions under
 subsection (2) above. A Participant is deemed to notify the Plan
 Administrator of Excess Deferrals to the extent such Excess Deferrals arise
 only under this Plan and any other plan maintained by the Employer.

	
  
	
  
	
  
	
  
	
  

	
 17.2
	
 Nondiscrimination Testing of Section 401(k) Deferrals – ADP Test. Except as provided under Section 17.6 for Safe Harbor 401(k)
 Plans, the Section 401(k) Deferrals made by Highly Compensated Employees must
 satisfy the Actual Deferral Percentage Test (“ADP Test”) for each Plan Year.
 The Plan Administrator shall maintain records sufficient to demonstrate
 satisfaction of the ADP Test, including the amount of any QNECs or QMACs
 included in such test, pursuant to subsection (c) below. If the Plan fails
 the ADP Test for any Plan Year, the corrective provisions under subsection
 (d) below will apply.

	
  
	
  
	
  
	
  
	
  

	
  
	
 (a)
	
 ADP Test testing methods. For
 Plan Years beginning on or after January 1, 1997, the ADP Test will be
 performed using the Prior Year Testing Method or Current Year Testing Method,
 as selected under Part 4F, #31 of the Agreement. If the Employer does not
 select a testing method under Part 4F, #31 of the Agreement, the Plan will
 use the Current Year Testing Method. Unless specifically precluded under
 statute, regulations or other IRS guidance, the Employer may amend the
 testing method designated under Part 4F for a particular Plan Year (subject
 to the requirements under subsection (2) below) at any time through the end
 of the 12-month period following the Plan Year for which the amendment is
 effective. (For Plan Years beginning before January 1, 1997, the Current Year
 Testing Method is deemed to have been in effect.)

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Prior Year Testing Method. Under the Prior
 Year Testing Method, the Average Deferral Percentage (“ADP”) of the Highly
 Compensated Employee Group (as defined in Section 17.7(e)) for the current
 Plan Year is compared with the ADP of the Nonhighly Compensated Employee
 Group (as defined in Section 17.7(f)) for the prior Plan Year. If the
 Employer elects to use the Prior Year Testing Method under Part 4F of the
 Agreement, the Plan must satisfy one of the following tests for each Plan
 Year:

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 The ADP of
 the Highly Compensated Employee Group for the current Plan Year shall not
 exceed 1.25 times the ADP of the Nonhighly Compensated Employee Group for the
 prior Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 The ADP of
 the Highly Compensated Employee Group for the current Plan Year shall not
 exceed the percentage (whichever is less) determined by (A) adding 2
 percentage points to the ADP of the Nonhighly Compensated Employee Group for
 the prior Plan Year or (B) multiplying the ADP of the Nonhighly Compensated
 Employee Group for the prior Plan Year by 2.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Current Year Testing Method. Under the
 Current Year Testing Method, the ADP of the Highly Compensated Employee Group
 for the current Plan Year is compared to the ADP of the Nonhighly Compensated
 Employee Group for the current Plan Year. If the Employer elects to use the
 Current Year Testing Method under Part 4F of the Agreement, the Plan must
 satisfy the ADP Test, as described in subsection (1) above, for each Plan
 Year, but using the ADP of the Nonhighly




95











	
  
	
  
	
  
	
 Compensated
 Employee Group for the current Plan Year instead of for the prior Plan Year.
 If the Employer elects to use the Current Year Testing Method, it may switch
 to the Prior Year Testing Method only if the Plan satisfies the requirements
 for changing to the Prior Year Testing Method as set forth in IRS Notice 98-1
 (or superseding guidance).

	
  
	
  
	
  
	
  
	
  

	
  
	
 (b)
	
 Special rule for first Plan Year. For the first Plan Year that the Plan permits Section 401(k)
 Deferrals, the Employer may elect under Part 4F, #32.a. of the Agreement to
 apply the ADP Test using the Prior Year Testing Method, by assuming the ADP
 for the Nonhighly Compensated Employee Group is 3%. Alternatively, the
 Employer may elect in Part 4F, #32.b. of the Agreement to use the Current
 Year Testing Method using the actual data for the Nonhighly Compensated
 Employee Group in the first Plan Year. This first Plan Year rule does not
 apply if this Plan is a successor to a plan (as described in IRS Notice 98-1
 or subsequent guidance) that included a 401(k) arrangement or the Plan is aggregated
 for purposes of applying the ADP Test with another plan that included a
 401(k) arrangement in the prior Plan Year. For subsequent Plan Years, the
 testing method selected under Part 4F, #31 will apply.

	
  
	
  
	
  

	
  
	
 (c)
	
 Use of QMACs and QNECs under the ADP Test. The
 Plan Administrator may take into account all or any portion of QMACs and
 QNECs (see Sections 17.7(g) and (h)) for purposes of applying the ADP Test.
 QMACs and QNECs may not be included in the ADP Test to the extent such
 amounts are included in the ACP Test for such Plan Year. QMACs and QNECs made
 to another qualified plan maintained by the Employer may also be taken into
 account, so long as the other plan has the same Plan Year as this Plan. To
 include QNECs under the ADP Test, all Employer Nonelective Contributions,
 including the QNECs, must satisfy Code §401(a)(4). In addition, the Employer
 Nonelective Contributions, excluding any QNECs used in the ADP Test or ACP
 Test, must also satisfy Code §401(a)(4).

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Timing of contributions. In order to be used
 in the ADP Test for a given Plan Year, QNECs and QMACs must be made before
 the end of the 12-month period immediately following the Plan Year for which
 they are allocated. If the Employer is using the Prior Year Testing Method
 (as described in subsection (a)(1) above), QMACs and QNECs taken into account
 for the Nonhighly Compensated Employee Group must be allocated for the prior
 Plan Year, and must be made no later than the end of the 12-month period
 immediately following the end of such prior Plan Year. (See Section 7.4(a)
 for rules regarding the appropriate Limitation Year for which such
 contributions will be applied for purposes of the Annual Additions Limitation
 under Code §415.)

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Double-counting limits. This paragraph
 applies if, in any Plan Year beginning after December 31, 1998, the Prior
 Year Testing Method is used to run the ADP Test and, in the prior Plan Year,
 the Current Year Testing Method was used to run the ADP Test. If this
 paragraph applies, the following contributions are disregarded in calculating
 the ADP of the Nonhighly Compensated Employee Group for the prior Plan Year:

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 All QNECs
 that were included in either the ADP Test or ACP Test for the prior Plan
 Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 All QMACs,
 regardless of how used for testing purposes in the prior Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iii)
	
 Any Section
 401(k) Deferrals that were included in the ACP Test for the prior Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 For purposes
 of applying the double-counting limits, if actual data of the Nonhighly Compensated
 Employee Group is used for a first Plan Year described in subsection (b)
 above, the Plan is still considered to be using the Prior Year Testing Method
 for that first Plan Year. Thus, the double-counting limits do not apply if
 the Prior Year Testing Method is used for the next Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Testing flexibility. The Plan Administrator
 is expressly granted the full flexibility permitted by applicable Treasury
 regulations to determine the amount of QMACs and QNECs used in the ADP Test.
 QMACs and QNECs taken into account under the ADP Test do not have to be
 uniformly determined for each Eligible Participant, and may represent all or
 any portion of the QMACs and QNECs allocated to each Eligible Participant,
 provided the conditions described above are satisfied.

	
  
	
  
	
  
	
  

	
  
	
 (d)
	
 Correction of Excess Contributions. If the Plan fails the ADP Test for a Plan Year, the Plan
 Administrator may use any combination of the correction methods under this
 Section to correct the Excess Contributions under the Plan. (See Section
 17.7(d) for the definition of Excess Contributions.)

	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Corrective distribution of Excess Contributions. If
 the Plan fails the ADP Test for a Plan Year, the Plan Administrator may, in
 its discretion, distribute Excess Contributions (including any allocable
 income or loss) no later than the last day of the following Plan Year to
 correct the ADP




96











	
  
	
  
	
  
	
 Test
 violation. If the Excess Contributions are distributed more than 21⁄2 months
 after the last day of the Plan Year in which such excess amounts arose, a
 10-percent excise tax will be imposed on the Employer with respect to such
 amounts.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 Amount to be distributed. In determining the
 amount of Excess Contributions to be distributed to a Highly Compensated
 Employee under this Section, Excess Contributions are first allocated equally
 to the Highly Compensated Employee(s) with the largest dollar amount of
 contributions taken into account under the ADP Test for the Plan Year in
 which the excess occurs. The Excess Contributions allocated to such Highly
 Compensated Employee(s) reduce the dollar amount of the contributions taken
 into account under the ADP Test for such Highly Compensated Employee(s) until
 all of the Excess Contributions are allocated or until the dollar amount of
 such contributions for the Highly Compensated Employee(s) is reduced to the
 next highest dollar amount of such contributions for any other Highly
 Compensated Employee(s). If there are Excess Contributions remaining, the
 Excess Contributions continue to be allocated in this manner until all of the
 Excess Contributions are allocated.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 Allocable gain or loss. A corrective
 distribution of Excess Contributions must include any allocable gain or loss
 for the Plan Year in which the excess occurs. For this purpose, allocable
 gain or loss on Excess Contributions may be determined in any reasonable
 manner, provided the manner used is applied uniformly and in a manner that is
 reasonably reflective of the method used by the Plan for allocating income to
 Participants’ Accounts.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iii)
	
 Coordination with other provisions. A
 corrective distribution of Excess Contributions made by the end of the Plan
 Year following the Plan Year in which the excess occurs may be made without
 consent of the Participant or the Participant’s spouse, and without regard to
 any distribution restrictions applicable under Article 8 or Article 9. Excess
 Contributions are treated as Annual Additions for purposes of Code §415 even
 if distributed from the Plan. A corrective distribution of Excess
 Contributions is not treated as a distribution for purposes of applying the
 required minimum distribution rules under Article 10.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 If a
 Participant has Excess Deferrals for the calendar year ending with or within
 the Plan Year for which the Participant receives a corrective distribution of
 Excess Contributions, the corrective distribution of Excess Contributions is
 treated first as a corrective distribution of Excess Deferrals. The amount of
 the corrective distribution of Excess Contributions that must be distributed
 to correct an ADP Test failure for a Plan Year is reduced by any amount
 distributed as a corrective distribution of Excess Deferrals for the calendar
 year ending with or within such Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iv)
	
 Accounting for Excess Contributions. Excess
 Contributions are distributed from the following sources and in the following
 priority:

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (A)
	
 Section
 401(k) Deferrals that are not matched;

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (B)
	
 proportionately
 from Section 401(k) Deferrals not distributed under (A) and related QMACs
 that are included in the ADP Test;

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (C)
	
 QMACs
 included in the ADP Test that are not distributed under (B); and

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (D)
	
 QNECs
 included in the ADP Test.

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Making QMACs or QNECs. Regardless of any elections
 under Part 4B, #18  or Part 4C, #22 of
 the Agreement, the Employer may make additional QMACs or QNECs to the Plan on
 behalf of the Nonhighly Compensated Employees in order to correct an ADP Test
 violation. QMACs or QNECs may only be used to correct an ADP Test violation
 if the Current Year Testing Method is selected under Part 4F, #31.b. of the
 401(k) Agreement. Any QMACs contributed under this subsection (2) which are
 not specifically authorized under Part 4B, #18 of the Agreement will be
 allocated to all Eligible Participants who are Nonhighly Compensated
 Employees as a uniform percentage of Section 401(k) Deferrals made during the
 Plan Year. Any QNECs contributed under this subsection (2) which are not
 specifically authorized under Part 4C, #22 of the Agreement will be allocated
 to all Eligible Participants who are Nonhighly Compensated Employees as a
 uniform percentage of Included Compensation. See Sections 2.3(c) and (e), as
 applicable.




97











	
  
	
  
	
 (3)
	
 Recharacterization. If Employee After-Tax
 Contributions are permitted under Part 4D of the Agreement, the Plan
 Administrator, in its sole discretion, may permit a Participant to treat any
 Excess Contributions that are allocated to that Participant as if he/she
 received the Excess Contributions as a distribution from the Plan and then
 contributed such amounts to the Plan as Employee After-Tax Contributions. Any
 amounts recharacterized under this subsection (3) will be 100% vested at all
 times. Amounts may not be recharacterized by a Highly Compensated Employee to
 the extent that such amount in combination with other Employee After-Tax
 Contributions made by that Participant would exceed any limit on Employee
 After-Tax Contributions under Part 4D of the Agreement.

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 Recharacterization
 must occur no later than 21⁄2 months after the last day of the Plan Year in
 which such Excess Contributions arise and is deemed to occur no earlier than
 the date the last Highly Compensated Employee is informed in writing of the
 amount recharacterized and the consequences thereof. Recharacterized amounts
 will be taxable to the Participant for the Participant’s taxable year in
 which the Participant would have received such amounts in cash had he/she not
 deferred such amounts into the Plan.

	
  
	
  
	
  
	
  

	
  
	
 (e)
	
 Adjustment of deferral rate for Highly Compensated
 Employees. The Employer may suspend (or
 automatically reduce the rate of) Section 401(k) Deferrals for the Highly
 Compensated Employee Group, to the extent necessary to satisfy the ADP Test
 or to reduce the margin of failure. A suspension or reduction shall not
 affect Section 401(k) Deferrals already contributed by the Highly Compensated
 Employees for the Plan Year. As of the first day of the subsequent Plan Year,
 Section 401(k) Deferrals shall resume at the levels stated in the Salary
 Reduction Agreements of the Highly Compensated Employees.

	
  
	
  
	
  
	
  

	
 17.3
	
 Nondiscrimination Testing of Employer Matching Contributions and
 Employee After-Tax Contributions – ACP Test. Except as provided under Section 17.6 for Safe Harbor 401(k)
 Plans, if the Employer elects to provide Employer Matching Contributions
 under Part 4B of the Agreement or to permit Employee After-Tax Contributions
 under Part 4D of the Agreement, the Employer Matching Contributions
 (including QMACs that are not included in the ADP Test) and/or Employee
 After-Tax Contributions made for Highly Compensated Employees must satisfy
 the Actual Contribution Percentage Test (“ACP Test”) for each Plan Year. The
 Plan Administrator shall maintain records sufficient to demonstrate
 satisfaction of the ACP Test, including the amount of any Section 401(k)
 Deferrals or QNECs included in such test, pursuant to subsection (c) below.
 If the Plan fails the ACP Test for any Plan Year, the correction provisions
 under subsection (d) below will apply.

	
  
	
  
	
  
	
  

	
  
	
 (a)
	
 ACP Test testing methods. For
 Plan Years beginning on or after January 1, 1997, the ACP Test will be
 performed using the Prior Year Testing Method or the Current Year Testing
 Method, as selected under Part 4F, #31 of the Agreement. If the Employer does
 not select a testing method under Part 4F, #31 of the Agreement, the Plan
 will be deemed to use the Current Year Testing Method. For Plan Years
 beginning before January 1, 1997, the Current Year Testing Method is deemed
 to have been in effect. If the Plan is a Safe Harbor 401(k) Plan, as
 designated under Part 4E of the Agreement, the Current Year Testing Method
 must be selected.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Prior Year Testing Method. Under the Prior
 Year Testing Method, the Average Contribution Percentage (“ACP”) of the Highly
 Compensated Employee Group (as defined in Section 17.7(e)) for the current
 Plan Year is compared with the ACP of the Nonhighly Compensated Employee
 Group (as defined in Section 17.7(f)) for the prior Plan Year. If the
 Employer elects to use the Prior Year Testing Method under Part 4F of the
 Agreement, the Plan must satisfy one of the following tests for each Plan
 Year:

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 The ACP of
 the Highly Compensated Employee Group for the current Plan Year shall not
 exceed 1.25 times the ACP of the Nonhighly Compensated Employee Group for the
 prior Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 The ACP of
 the Highly Compensated Employee Group for the current Plan Year shall not
 exceed the percentage (whichever is less) determined by (A) adding 2
 percentage points to the ACP of the Nonhighly Compensated Employee Group for
 the prior Plan Year or (B) multiplying the ACP of the Nonhighly Compensated
 Employee Group for the prior Plan Year by 2.

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Current Year Testing Method. Under the
 Current Year Testing Method, the ACP of the Highly Compensated Employee Group
 for the current Plan Year is compared to the ACP of the Nonhighly Compensated
 Employee Group for the current Plan Year. If the Employer elects to use the
 Current Year Testing Method under Part 4F of the Agreement, the Plan must
 satisfy the ACP Test, as described in subsection (1) above, for each Plan
 Year, but using the ACP of the Nonhighly Compensated Employee Group for the
 current Plan Year instead of for the prior Plan Year. If the Employer elects
 to use the Current Year Testing Method, it may switch to the Prior Year
 Testing




98











	
  
	
  
	
  
	
 Method only
 if the Plan satisfies the requirements for changing to the Prior Year Testing
 Method as set forth in IRS Notice 98-1 (or superseding guidance).

	
  
	
  
	
  
	
  

	
  
	
 (b)
	
 Special rule for first Plan Year. For
 the first Plan Year that the Plan includes either an Employer Matching
 Contribution formula or permits Employee After-Tax Contributions, the
 Employer may elect under Part 4F, #33.a. of the Agreement to apply the ACP
 Test using the Prior Year Testing Method, by assuming the ACP for the
 Nonhighly Compensated Employee Group is 3%. Alternatively, the Employer may
 elect in Part 4F, #33.b. of the Agreement to use the Current Year Testing
 Method using the actual data for the Nonhighly Compensated Employee Group in
 the first Plan Year. This first Plan Year rule does not apply if this Plan is
 a successor to a plan that was subject to the ACP Test or if the Plan is
 aggregated for purposes of applying the ACP Test with another plan that was subject
 to the ACP test in the prior Plan Year. For subsequent Plan Years, the
 testing method selected under Part 4F, #31 will apply.

	
  
	
  
	
  

	
  
	
 (c)
	
 Use of Section 401(k) Deferrals and QNECs under the ACP Test. The Plan Administrator may take into account all or any portion
 of Section 401(k) Deferrals and QNECs (see Section 17.7(h)) made to this
 Plan, or to another qualified plan maintained by the Employer, for purposes
 of applying the ACP Test. QNECs may not be included in the ACP Test to the
 extent such amounts are included in the ADP Test for such Plan Year. Section
 401(k) Deferrals and QNECs made to another qualified plan maintained by the
 Employer may also be taken into account, so long as the other plan has the
 same Plan Year as this Plan. To include Section 401(k) Deferrals under the
 ACP Test, the Plan must satisfy the ADP Test taking into account all Section
 401(k) Deferrals, including those used under the ACP Test, and taking into
 account only those Section 401(k) Deferrals not included in the ACP Test. To include
 QNECs under the ACP Test, all Employer Nonelective Contributions, including
 the QNECs, must satisfy Code §401(a)(4). In addition, the Employer
 Nonelective Contributions, excluding any QNECs used in the ADP Test or ACP
 Test, must also satisfy Code §401(a)(4). QNECs may only be used to correct an
 ACP Test violation if the Current Year Testing Method is selected under Part
 4F, #31.b. of the 401(k) Agreement.

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Timing of contributions. In order to be used
 in the ACP Test for a given Plan Year, QNECs must be made before the end of
 the 12-month period immediately following the Plan Year for which they are
 allocated. If the Employer is using the Prior Year Testing Method (as
 described in subsection (a)(1) above), QNECs taken into account for the Nonhighly
 Compensated Employee Group must be allocated for the prior Plan Year, and
 must be made no later than the end of the 12-month period immediately
 following such Plan Year. (See Section 7.4(a) for rules regarding the
 appropriate Limitation Year for which such contributions will be applied for
 purposes of the Annual Additions Limitation under Code §415.)

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Double-counting limits. This paragraph
 applies if, in any Plan Year beginning after December 31, 1998, the Prior
 Year Testing Method is used to run the ACP Test and, in the prior Plan Year,
 the Current Year Testing Method was used to run the ACP Test. If this
 paragraph applies, the following contributions are disregarded in calculating
 the ACP of the Nonhighly Compensated Employee Group for the prior Plan Year:

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 All QNECs
 that were included in either the ADP Test or ACP Test for the prior Plan
 Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 All Section
 401(k) Deferrals, regardless of how used for testing purposes in the prior
 Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iii)
	
 Any QMACs
 that were included in the ADP Test for the prior Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 For purposes
 of applying the double-counting limits, if actual data of the Nonhighly
 Compensated Employee Group is used for a first Plan Year described in
 subsection (b) above, the Plan is still considered to be using the Prior Year
 Testing Method for that first Plan Year. Thus, the double-counting limits do
 not apply if the Prior Year Testing Method is used for the next Plan Year.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Testing flexibility. The Plan Administrator
 is expressly granted the full flexibility permitted by applicable Treasury
 regulations to determine the amount of Section 401(k) Deferrals and QNECs
 used in the ACP Test. Section 401(k) Deferrals and QNECs taken into account
 under the ACP Test do not have to be uniformly determined for each Eligible
 Participant, and may represent all or any portion of the Section 401(k)
 Deferrals and QNECs allocated to each Eligible Participant, provided the
 conditions described above are satisfied. For Plan Years beginning after the
 first Plan Year.

	
  
	
  
	
  

	
  
	
 (d)
	
 Correction of Excess Aggregate Contributions. If the Plan fails the ACP Test for a Plan Year, the Plan
 Administrator may use any combination of the correction methods under this
 Section to correct the Excess




99











	
  
	
  
	
 Aggregate
 Contributions under the Plan. (See Section 17.7(c) for the definition of
 Excess Aggregate Contributions.)

	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Corrective distribution of Excess Aggregate Contributions. If
 the Plan fails the ACP Test for a Plan Year, the Plan Administrator may, in
 its discretion, distribute Excess Aggregate Contributions (including any
 allocable income or loss) no later than the last day of the following Plan
 Year to correct the ACP Test violation. Excess Aggregate Contributions will
 be distributed only to the extent they are vested under Article 4, determined
 as of the last day of the Plan Year for which the contributions are made to
 the Plan. To the extent Excess Aggregate Contributions are not vested, the
 Excess Aggregate Contributions, plus any income and minus any loss allocable
 thereto, shall be forfeited in accordance with Section 5.3(d)(1). If the
 Excess Aggregate Contributions are distributed more than 21⁄2 months after the
 last day of the Plan Year in which such excess amounts arose, a 10-percent
 excise tax will be imposed on the Employer with respect to such amounts.

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 Amount to be distributed. In determining the
 amount of Excess Aggregate Contributions to be distributed to a Highly
 Compensated Employee under this Section, Excess Aggregate Contributions are
 first allocated equally to the Highly Compensated Employee(s) with the
 largest dollar amount of contributions taken into account under the ACP Test
 for the Plan Year in which the excess occurs. The Excess Aggregate
 Contributions allocated to such Highly Compensated Employee(s) reduce the
 dollar amount of the contributions taken into account under the ACP Test for
 such Highly Compensated Employee(s) until all of the Excess Aggregate
 Contributions are allocated or until the dollar amount of such contributions
 for the Highly Compensated Employee(s) is reduced to the next highest dollar
 amount of such contributions for any other Highly Compensated Employee(s). If
 there are Excess Aggregate Contributions remaining, the Excess Aggregate
 Contributions continue to be allocated in this manner until all of the Excess
 Aggregate Contributions are allocated.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 Allocable gain or loss. A corrective
 distribution of Excess Aggregate Contributions must include any allocable
 gain or loss for the Plan Year in which the excess occurs. For this purpose,
 allocable gain or loss on Excess Aggregate Contributions may be determined in
 any reasonable manner, provided the manner used is applied uniformly and in a
 manner that is reasonably reflective of the method used by the Plan for
 allocating income to Participants’ Accounts.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iii)
	
 Coordination with other provisions. A
 corrective distribution of Excess Aggregate Contributions made by the end of
 the Plan Year following the Plan Year in which the excess occurs may be made
 without consent of the Participant or the Participant’s spouse, and without
 regard to any distribution restrictions applicable under Article 8 or Article
 9. Excess Aggregate Contributions are treated as Annual Additions for purposes
 of Code §415 even if distributed from the Plan. A corrective distribution of
 Excess Aggregate Contributions is not treated as a distribution for purposes
 of applying the required minimum distribution rules under Article 10.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (iv)
	
 Accounting for Excess Aggregate Contributions. Excess
 Aggregate Contributions are distributed from the following sources and in the
 following priority:

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (A)
	
 Employee
 After-Tax Contributions that are not matched;

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (B)
	
 proportionately
 from Employee After-Tax Contributions not distributed under (A) and related
 Employer Matching Contributions that are included in the ACP Test;

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (C)
	
 Employer
 Matching Contributions included in the ACP Test that are not distributed
 under (B);

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (D)
	
 Section
 401(k) Deferrals included in the ACP Test that are not matched;

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (E)
	
 proportionately
 from Section 401(k) Deferrals included in the ACP Test that are not
 distributed under (D) and related Employer Matching Contributions that are
 included in the ACP Test and not distributed under (B) or (C); and

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (F)
	
 QNECs
 included in the ACP Test.

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Making QMACs or QNECs. Regardless of any
 elections under Part 4B, #18 or Part 4C, #22 of the Agreement, the Employer
 may make additional QMACs and/or QNECs to the Plan on behalf of




100











	
  
	
  
	
  
	
 the
 Nonhighly Compensated Employees in order to correct an ACP Test violation to
 the extent such amounts are not used in the ADP Test. Any QMACs contributed
 under this subsection (2) which are not specifically authorized under Part
 4B, #18 of the Agreement will be allocated to all Eligible Participants who
 are Nonhighly Compensated Employees as a uniform percentage of Section 401(k)
 Deferrals made during the Plan Year. Any QNECs contributed under this subsection
 (2) which are not specifically authorized under Part 4C, #22 of the Agreement
 will be allocated to all Eligible Participants who are Nonhighly Compensated
 Employees as a uniform percentage of Included Compensation. See Sections
 2.3(c) and (e), as applicable.

	
  
	
  
	
  
	
  

	
  
	
 (e)
	
 Adjustment of contribution rate for Highly Compensated Employees. The Employer may suspend (or automatically reduce the rate of)
 Employee After-Tax Contributions for the Highly Compensated Employee Group,
 to the extent necessary to satisfy the ACP Test or to reduce the margin of
 failure. A suspension or reduction shall not affect Employee After-Tax
 Contributions already contributed by the Highly Compensated Employees for the
 Plan Year. As of the first day of the subsequent Plan Year, Employee
 After-Tax Contributions shall resume at the levels elected by the Highly
 Compensated Employees.

	
  
	
  
	
  

	
 17.4
	
 Multiple Use Test. If both
 an ADP Test and an ACP Test are run for the Plan Year, and the Plan does not
 pass the 1.25 test under either the ADP Test or the ACP Test, the Plan must
 satisfy a special Multiple Use Test, unless such Multiple Use Test is
 repealed or modified by statute, or other IRS guidance.

	
  
	
  

	
  
	
 (a)
	
 Aggregate Limit. Under the
 Multiple Use Test, the sum of the ADP and the ACP for the Highly Compensated
 Employee Group may not exceed the Plan’s Aggregate Limit. For this purpose,
 the ADP and ACP of the Highly Compensated Employees are determined after any
 corrections required to meet the ADP and ACP tests and are deemed to be the
 maximum permitted under such tests for the Plan Year. In applying the
 Multiple Use Test, the Plan’s Aggregate Limit is the sum of (1) and (2):

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 1.25 times
 the greater of: (i) the ADP of the Nonhighly Compensated Employee Group or
 (ii) the ACP of the Nonhighly Compensated Employee Group; and

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 the lesser
 of 2 times or 2 plus the lesser of: (i) the ADP of the Nonhighly Compensated
 Employee Group or (ii) the ACP of the Nonhighly Compensated Employee Group.

	
  
	
  
	
  
	
  

	
  
	
  
	
 Alternatively,
 if it results in a larger amount, the Aggregate Limit is the sum of (3) and
 (4):

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 1.25 times
 the lesser of: (i) the ADP of the Nonhighly Compensated Employee Group or
 (ii) the ACP of the Nonhighly Compensated Employee Group; and

	
  
	
  
	
  
	
  

	
  
	
  
	
 (4)
	
 the lesser
 of 2 times or 2 plus the greater of: (i) the ADP of the Nonhighly Compensated
 Employee Group or (ii) the ACP of the Nonhighly Compensated Employee Group.

	
  
	
  
	
  
	
  

	
  
	
  
	
 The
 Aggregate Limit is calculated using the ADP and ACP of the Nonhighly
 Compensated Employee Group that is used in performing the ADP Test and ACP
 Test for the Plan Year. Thus, if the Prior Year Testing Method is being used,
 the Aggregate Limit is calculated by using the applicable percentage of the
 Nonhighly Compensated Employee Group for the prior Plan Year. If the Current
 Year Testing Method is being used, the Aggregate Limit is calculated by using
 the applicable percentage of the Nonhighly Compensated Employee Group for the
 current Plan Year.

	
  
	
  
	
  
	
  

	
  
	
 (b)
	
 Correction of the Multiple Use Test. If the Multiple Use Test is not passed, the following
 corrective action will be taken.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Corrective distributions. The Plan will make
 corrective distributions (or additional corrective distributions, if
 corrective distributions are already being made to correct a violation of the
 ADP Test or ACP Test), to the extent other corrective action is not taken or
 such other action is not sufficient to completely eliminate the Multiple Use
 Test violation. Such corrective distributions may be determined as if they
 were being made to correct a violation of the ADP Test or a violation of the
 ACP Test, or a combination of both, as determined by the Plan Administrator.
 Any corrective distribution that is treated as if it were correcting a
 violation of the ADP Test will be determined under the rules described in
 Section 17.2(d). Any corrective distribution that is treated as if it were
 correcting a violation of the ACP Test will be determined under the rules
 described in Section 17.3(d).

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Making QMACs or QNECs. Regardless of any
 elections under Part 4B, #18 or Part 4C, #22 of the Agreement, the Employer
 may make additional QMACs or QNECs, so that the resulting ADP and/or ACP of
 the Nonhighly Compensated Employee Group is increased to the extent necessary
 to satisfy the Multiple Use Test. Any QMACs contributed under this subsection
 (2) which are not specifically authorized under Part 4B, #18 of the Agreement
 will be allocated to all Eligible




101











	
  
	
  
	
  
	
 Participants
 who are Nonhighly Compensated Employees as a uniform percentage of Section
 401(k) Deferrals made during the Plan Year. Any QNECs contributed under this
 subsection (2) which are not specifically authorized under Part 4C, #22 of
 the Agreement will be allocated to all Eligible Participants who are
 Nonhighly Compensated Employees as a uniform percentage of Included
 Compensation. See Sections 2.3(c) and (e), as applicable.

	
  
	
  
	
  
	
  

	
 17.5
	
 Special Testing Rules. This
 Section describes special testing rules that apply to the ADP Test or the ACP
 Test. In some cases, the special testing rule is optional, in which case, the
 election to use such rule is solely within the discretion of the Plan
 Administrator.

	
  
	
  

	
  
	
 (a)
	
 Special rule for determining ADP and ACP of Highly Compensated
 Employee Group. When calculating
 the ADP or ACP of the Highly Compensated Employee Group for any Plan Year, a
 Highly Compensated Employee’s Section 401(k) Deferrals, Employee After-Tax
 Contributions, and Employer Matching Contributions under all qualified plans
 maintained by the Employer are taken into account as if such contributions
 were made to a single plan. If the plans have different Plan Years, the
 contributions made in all Plan Years that end in the same calendar year are
 aggregated under this paragraph. This aggregation rule does not apply to
 plans that are required to be disaggregated under Code §410(b).

	
  
	
  
	
  

	
  
	
 (b)
	
 Aggregation of plans. When
 calculating the ADP Test and the ACP Test, plans that are permissively
 aggregated for coverage and nondiscrimination testing purposes are treated as
 a single plan. This aggregation rule applies to determine the ADP or ACP of
 both the Highly Compensated Employee Group and the Nonhighly Compensated
 Employee Group. Any adjustments to the ADP of the Nonhighly Compensated
 Employee Group for the prior year will be made in accordance with Notice 98-1
 and any superseding guidance, unless the Employer has elected in Part 4F,
 #31.b. of the 401(k) Agreement to use the Current Year Testing Method.
 Aggregation described in this paragraph is not permitted unless all plans
 being aggregated have the same Plan Year and use the same testing method for
 the applicable test.

	
  
	
  
	
  

	
  
	
 (c)
	
 Disaggregation of plans.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Plans covering Union Employees and non-Union Employees. If
 the Plan covers Union Employees and non-Union Employees, the Plan is
 mandatorily disaggregated for purposes of applying the ADP Test and the ACP
 Test into two separate plans, one covering the Union Employees and one
 covering the non-Union Employees. A separate ADP Test must be applied for
 each disaggregated portion of the Plan in accordance with applicable Treasury
 regulations. A separate ACP Test must be applied to the disaggregated portion
 of the Plan that covers the non-Union Employees. The disaggregated portion of
 the Plan that includes the Union Employees is deemed to pass the ACP Test.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Otherwise excludable Employees. If the
 minimum coverage test under Code §410(b) is performed by disaggregating
 “otherwise excludable Employees” (i.e., Employees who have not satisfied the
 maximum age 21 and one Year of Service eligibility conditions permitted under
 Code §410(a)), then the Plan is treated as two separate plans, one benefiting
 the otherwise excludable Employees and the other benefiting Employees who
 have satisfied the maximum age and service eligibility conditions. If such
 disaggregation applies, the following operating rules apply to the ADP Test
 and the ACP Test.

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 For Plan
 Years beginning before January 1, 1999, the ADP Test and the ACP Test are
 applied separately for each disaggregated plan. If there are no Highly
 Compensated Employees benefiting under a disaggregated plan, then no ADP Test
 or ACP Test is required for such plan.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 For Plan
 Years beginning after December 31, 1998, instead of the rule under subsection
 (i), only the disaggregated plan that benefits the Employees who have
 satisfied the maximum age and service eligibility conditions permitted under
 Code §410(a) is subject to the ADP Test and the ACP Test. However, any Highly
 Compensated Employee who is benefiting under the disaggregated plan that
 includes the otherwise excludable Employees is taken into account in such
 tests. The Employer may elect to apply the rule in subsection (i) instead.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Corrective action for disaggregated plans. Any
 corrective action authorized by this Article may be determined separately
 with respect to each disaggregated portion of the Plan. A corrective action
 taken with respect to a disaggregated portion of the Plan need not be
 consistent with the method of correction (if any) used for another
 disaggregated portion of the Plan. In the case of a Nonstandardized
 Agreement, to the extent the Agreement authorizes the Employer to make
 discretionary QNECs or discretionary QMACs, the Employer is expressly
 permitted to designate  




102











	
  
	
  
	
  
	
 such QNECs
 or QMACs as allocable only to Eligible Participants in a particular
 disaggregated portion of the Plan.

	
  
	
  
	
  

	
  
	
 (d)
	
 Special rules for the Prior Year Testing Method. If the Plan uses the Prior Year Testing Method, and an election
 made under subsection (b) or (c) above is inconsistent with the election made
 in the prior Plan Year, the plan coverage change rules described in IRS
 Notice 98-1 (or other successor guidance) will apply in determining the ADP
 and ACP for the Nonhighly Compensated Employee Group.

	
  
	
  
	
  
	
  
	
  

	
 17.6
	
 Safe Harbor 401(k) Plan Provisions. For Plan Years beginning after December 31, 1998, the ADP Test
 described in Section 17.2 is deemed to be satisfied for any Plan Year in
 which the Plan qualifies as a Safe Harbor 401(k) Plan. In addition, if
 Employer Matching Contributions are made for such Plan Year, the ACP Test is
 deemed satisfied with respect to such contributions if the conditions of
 subsection (c) below are satisfied. To qualify as a Safe Harbor 401(k) Plan,
 the requirements under this Section 17.6 must be satisfied for the entire
 Plan Year. This Section contains the rules that must be met for the Plan to
 qualify as a Safe Harbor 401(k) Plan.

	
  
	
  

	
  
	
 Part 4E of
 the Agreement allows the Employer to designate the manner in which it will comply
 with the safe harbor requirements. If the Employer wishes to designate the
 Plan as a Safe Harbor 401(k) Plan, it should complete Part 4E of the
 Agreement. The safe harbor provisions described in this Section are not
 applicable unless the Plan is identified as a Safe Harbor 401(k) Plan under
 Part 4E. The election under Part 4E to be a Safe Harbor 401(k) Plan is
 effective for all Plan Years beginning with the Effective Date of the Plan
 (or January 1, 1999, if later) unless the Employer elects otherwise under
 Appendix B-5.b. of the Agreement. In addition, to qualify as a Safe Harbor
 401(k) Plan, the Current Year Testing Method (as described in Section
 17.3(a)(2)) must be elected under Part 4F, #31 of the Agreement. (See Section
 20.7 for rules regarding the application of the Safe Harbor 401(k) Plan
 provisions for Plan Years beginning before the date this Plan is adopted.)

	
  
	
  
	
  
	
  
	
  

	
  
	
 (a)
	
 Safe harbor conditions. To
 qualify as a Safe Harbor 401(k) Plan, the Plan must satisfy the requirements
 under subsections (1), (2), (3) and (4) below.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Safe Harbor Contribution. The Employer must
 provide a Safe Harbor Matching Contribution or a Safe Harbor Nonelective
 Contribution under the Plan. The Employer must designate the type and amount
 of the Safe Harbor Contribution under Part 4E of the Agreement. The Safe
 Harbor Contribution must be made to the Plan no later than 12 months
 following the close of the Plan Year for which it is being used to qualify
 the Plan as a Safe Harbor 401(k) Plan.

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 The Employer
 may elect under Part 4E, #30 of the Agreement to provide the Safe Harbor
 Contribution to all Eligible Participants or only to Eligible Participants
 who are Nonhighly Compensated Employees. Alternatively, the Employer may
 elect under Part 4E, #30.c. to provide the Safe Harbor Contribution to all
 Nonhighly Compensated Employees who are Eligible Participants and all Highly
 Compensated Employees who are Eligible Participants but who are not Key
 Employees. This permits a Plan providing the Safe Harbor Nonelective
 Contribution to use such amounts to satisfy the top-heavy minimum
 contribution requirements under Article 16.

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 In
 determining who is an Eligible Participant for purposes of the Safe Harbor
 Contribution, the eligibility conditions applicable to Section 401(k)
 Deferrals under Part 1, #5 of the Agreement 
 apply. However, the Employer may elect under Part 4E, #30.d. to apply
 a one Year of Service (as defined in Section 1.4(b)) and an age 21
 eligibility condition for the Safe Harbor Contribution, regardless of the
 eligibility conditions selected for Section 401(k) Deferrals under Part 1, #5
 of the Agreement. Unless elected otherwise under Part 2, #8.f., column (1) of
 the Nonstandardized Agreement, the special eligibility rule under Part 4E,
 #30.d. will be applied as if the Employer elected under Part 2, #7.a., column
 (1) and Part 2, #8.a., column (1) of the Agreement to use semi-annual Entry
 Dates following completion of the minimum age and service conditions. If
 different eligibility conditions are selected for the Safe Harbor
 Contribution, additional testing requirements may apply in accordance with
 IRS Notice 2000-3.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (i)
	
 Safe Harbor Matching Contribution. The
 Employer may elect under Part 4E, #27 of the Agreement to make the Safe
 Harbor Matching Contribution with respect to each Eligible Participant’s
 applicable contributions. For this purpose, an Eligible Participant’s
 applicable contributions are the total Section 401(k) Deferrals and Employee
 After-Tax Contributions the Eligible Participant makes under the Plan.
 However, the Employer may elect under Part 4E, #27.d. to exclude Employee
 After-Tax Contributions from the definition of applicable contributions for
 purposes of applying the Safe Harbor Matching Contribution formula.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 The Safe
 Harbor Matching Contribution may be made under a basic formula or an enhanced
 formula. The basic formula under Part 4E, #27.a. provides an Employer
 Matching Contribution that equals:




103











	
  
	
  
	
  
	
  
	
 (A)
	
 100% of the
 amount of a Participant’s applicable contributions that do not exceed 3% of
 the Participant’s Included Compensation, plus

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (B)
	
 50% of the
 amount of a Participant’s applicable contributions that exceed 3%, but do not
 exceed 5%, of the Participant’s Included Compensation.

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 The enhanced
 formula under Part 4E, #27.b. provides an Employer Matching Contribution that
 is not less, at each level of applicable contributions, than the amount
 required under the basic formula. Under the enhanced formula, the rate of
 Employer Matching Contributions may not increase as an Employee’s rate of
 applicable contributions increase.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 The Plan
 will not fail to be a Safe Harbor 401(k) Plan merely because Highly
 Compensated Employees also receive a contribution under the Plan. However, an
 Employer Matching Contribution will not satisfy this Section if any Highly
 Compensated Employee is eligible for a higher rate of Employer Matching
 Contribution than is provided for any Nonhighly Compensated Employee who has
 the same rate of applicable contributions.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 In applying
 the Safe Harbor Matching Contribution formula under Part 4E, #27 of the
 Agreement, the Employer may elect under Part 4E, #27.c.(1) to determine the
 Safe Harbor Matching Contribution on the basis of all applicable
 contributions a Participant makes during the Plan Year. Alternatively, the
 Employer may elect under Part 4E, #27.c.(2) – (4) to determine the Safe
 Harbor Matching Contribution on a payroll, monthly, or quarterly basis. If
 the Employer elects to use a period other than the Plan Year, the Safe Harbor
 Matching Contribution with respect to a payroll period must be deposited into
 the Plan by the last day of the Plan Year quarter following the Plan Year
 quarter for which the applicable contributions are made.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 In addition
 to the Safe Harbor Matching Contribution, an Employer may elect under Part 4B
 of the Agreement to make Employer Matching Contributions that are subject to
 the normal vesting schedule and distribution rules applicable to Employer
 Matching Contributions. See subsection (c) below for a discussion of the
 effect of such additional Employer Matching Contributions on the ACP Test.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 The Employer
 may amend the Plan during the Plan Year to reduce or eliminate the Safe
 Harbor Matching Contribution elected under Part 4E, #27 of the Agreement,
 provided a supplemental notice is given to all Eligible Participants
 explaining the consequences and effective date of the amendment, and that
 such Eligible Participants have a reasonable opportunity (including a reasonable
 period) to change their Section 401(k) Deferral and/or Employee After-Tax
 Contribution elections, as applicable. The amendment reducing or eliminating
 the Safe Harbor Matching Contribution must be effective no earlier than the
 later of: (A) 30 days after Eligible Participants are given the supplemental
 notice or (B) the date the amendment is adopted. Eligible Participants must
 be given a reasonable opportunity (and reasonable period) prior to the
 reduction or elimination of the Safe Harbor Matching Contribution to change
 their Section 401(k) Deferral or Employee After-Tax Contribution elections,
 as applicable. If the Employer amends the Plan to reduce or eliminate the
 Safe Harbor Matching Contribution, the Plan is subject to the ADP Test and
 ACP Test for the entire Plan Year.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 (ii)
	
 Safe Harbor Nonelective Contribution. The
 Employer may elect under Part 4E, #28 of the Agreement to make a Safe Harbor
 Nonelective Contribution of at least 3% of Included Compensation. The
 Employer may elect under Part 4E, #28.b. to retain discretion to increase the
 amount of the Safe Harbor Nonelective Contribution in excess of the
 percentage designated under Part 4E, #28. In addition, the Employer may
 provide for additional discretionary Employer Nonelective Contributions under
 Part 4C of the Agreement (in addition to the Safe Harbor Contribution under
 this Section) which are subject to the normal vesting schedule and
 distribution rules applicable to Employer Nonelective Contributions.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (A)
	
 Supplemental notice. The Employer may elect
 under Part 4E, #28.a. of the Agreement to provide the Safe Harbor Nonelective
 Contribution authorized under Part 4E, #28 only if the Employer provides a
 supplemental notice to Participants indicating its intention to provide such
 Safe Harbor Nonelective Contribution. If Part 4E, #28.a. is selected, to
 qualify as a Safe Harbor 401(k)




104











	
  
	
  
	
  
	
  
	
  
	
 Plan under
 Part 4E, the Employer must notify its Eligible Employees in the annual notice
 described in subsection (4) below that the Employer may provide the Safe Harbor Nonelective
 Contribution authorized under Part 4E, #28 of the Agreement and that a
 supplemental notice will be provided at least 30 days prior to the last day
 of the Plan Year if the Employer decides to make the Safe Harbor Nonelective
 Contribution. The supplemental notice indicating the Employer’s intention to
 make the Safe Harbor Nonelective Contribution must be provided no later than
 30 days prior to the last day of the Plan Year for the Plan to qualify as a
 Safe Harbor 401(k) Plan. If the Employer selects Part 4E, #28.a. of the
 Agreement but does not provide the supplemental notice in accordance with
 this paragraph, the Employer is not obligated to make such contribution and
 the Plan does not qualify as a Safe Harbor 401(k) Plan. The Plan will qualify
 as a Safe Harbor 401(k) Plan for subsequent Plan Years if the appropriate
 notices are provided for such years.  

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (B)
	
 Separate Plan. The Employer may elect under
 Part 4E, #28.c. of the Agreement to provide the Employer Nonelective
 Contribution under another Defined Contribution Plan maintained by the
 Employer. The Employer Nonelective Contribution under such other plan must
 satisfy the conditions under this Section 17.6 for this Plan to qualify as a
 Safe Harbor 401(k) Plan. Under the Standardized Agreement, the other plan
 designated under Part 4E, #28.c. must be a Paired Plan as defined in Section
 22.132.

	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
  
	
 (I)
	
 Profit sharing plan Agreement. If the Plan
 designated under Part 4E, #28.c. is a profit sharing plan Agreement under
 this Prototype Plan, the Employer must select Part 4, #12.f. under the profit
 sharing plan Nonstandardized Agreement or Part 4, #12.e. under the profit
 sharing plan Standardized Agreement, as applicable. The Employer may elect to
 provide other Employer Contributions under Part 4, #12 of the profit sharing
 plan Agreement, however, the first amounts allocated under the profit sharing
 plan Agreement will be the Safe Harbor Nonelective Contribution required
 under the 401(k) plan Agreement. Any Employer Contributions designated under
 Part 4, #12 of the profit sharing plan Agreement are in addition to the Safe
 Harbor Contribution required under the 401(k) plan Agreement. (If the only
 Employer Contribution to be made under the profit sharing plan Agreement is
 the Safe Harbor Nonelective Contribution, no other selection need be
 completed under Part 4 of the profit sharing plan Agreement (other than Part
 4, #12.f. of the Nonstandardized Agreement or Part 4, #12.e. of the
 Standardized Agreement, as applicable).)

	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
  
	
  
	
 If the
 Employer elects to provide the Safe Harbor Nonelective Contribution under the
 profit sharing plan Agreement, the Employer must select either the Pro Rata
 Allocation Method under Part 4, #13.a. or the Permitted Disparity Method
 under Part 4, #13.b. of the profit sharing plan Agreement. If the Employer
 elects the Pro Rata Allocation Method, the first amounts allocated under the
 Pro Rata Allocation Method will be deemed to be the Safe Harbor Nonelective
 Contribution as required under the 401(k) plan Agreement. To the extent
 required under the 401(k) plan Agreement, such amounts are subject to the
 conditions for Safe Harbor Nonelective Contributions described in subsections
 (2) – (4) below, without regard to any contrary elections under the
 Agreement.

	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
  
	
  
	
 If the
 Employer elects the Permitted Disparity Method, the Safe Harbor Nonelective
 Contribution required under the 401(k) plan Agreement will be allocated
 before applying the Permitted Disparity Method of allocation. To the extent
 required under the 401(k) plan Agreement, such amounts are subject to the
 conditions for Safe Harbor Nonelective Contributions described in subsections
 (2) – (4) below without regard to any contrary elections under the Agreement.
 If additional amounts are contributed under the profit sharing plan
 Agreement, such amounts will be allocated under the Permitted Disparity
 Method. The Safe Harbor Nonelective Contribution may 




105











	
  
	
  
	
  
	
  
	
  
	
  
	
 not be taken
 into account in applying the Permitted Disparity Method of allocation.  

	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
  
	
 (II)
	
 Money purchase plan Agreement. If the Plan
 designated under Part 4E, #28.c. is a money purchase plan Agreement under
 this Prototype Plan, the Employer must select Part 4, #12.f. under the money
 purchase plan Nonstandardized Agreement or Part 4, #12.d. under the money
 purchase plan Standardized Agreement, as applicable. The Employer may elect
 to provide other Employer Contributions under Part 4, #12 of the money
 purchase plan Agreement, however, the first amounts allocated under the money
 purchase plan Agreement will be the Safe Harbor Nonelective Contribution
 required under the 401(k) plan Agreement. Any Employer Contributions
 designated under Part 4, #12 of the money purchase plan Agreement are in
 addition to the Safe Harbor Contribution. (If the only Employer Contribution
 to be made under the money purchase plan Agreement is the Safe Harbor
 Nonelective Contribution, no other need be completed under Part 4 of the
 money purchase plan Agreement (other than Part 4, #12.f. of the
 Nonstandardized Agreement or Part 4, #12.d. of the Standardized Agreement, as
 applicable).)  

	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
  
	
  
	
 If the
 Employer elects to make a Safe Harbor Contribution under the money purchase
 plan Agreement, the first amounts allocated under the Plan will be deemed to
 be the Safe Harbor Nonelective Contribution as required under the 401(k) plan
 Agreement. Such amounts will be allocated equally to all Eligible
 Participants as defined under the 401(k) plan Agreement. To the extent
 required under the 401(k) plan Agreement, such amounts are subject to the
 conditions for Safe Harbor Nonelective Contributions described in subsections
 (2) – (4) below, without regard to any contrary elections under the
 Agreement. If the Employer elects the Permitted Disparity Method of
 contribution, the Safe Harbor Nonelective Contribution required under the
 401(k) plan Agreement will be allocated before applying the Permitted
 Disparity Method. The Safe Harbor Nonelective Contribution may not be taken
 into account in applying the Permitted Disparity Method of contribution.

	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
  
	
 (C)
	
 Elimination of Safe Harbor Nonelective Contribution. The
 Employer may amend the Plan during the Plan Year to reduce or eliminate the
 Safe Harbor Nonelective Contribution elected under Part 4E of the Agreement.
 The Employer must notify all Eligible Participants of the amendment and must
 provide each Eligible Participants with a reasonable opportunity (including a
 reasonable period) to change their Section 401(k) Deferral and/or Employee
 After-Tax Contribution elections, as applicable. The amendment reducing or
 eliminating the Safe Harbor Nonelective Contribution must be effective no
 earlier than the later of: (A) 30 days after Eligible Participants are
 notified of the amendment or (B) the date the amendment is adopted. If the
 Employer reduces or eliminates the Safe Harbor Nonelective Contribution
 during the Plan Year, the Plan is subject to the ADP Test (and ACP Test, if
 applicable) for the entire Plan Year.

	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Full and immediate vesting. The Safe Harbor
 Contribution under subsection (1) above must be 100% vested, regardless of
 the Employee’s length of service, at the time the contribution is made to the
 Plan. Any additional amounts contributed under the Plan may be subject to a
 vesting schedule.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Distribution restrictions. Distributions of
 the Safe Harbor Contribution under subsection (1) must be restricted in the
 same manner as Section 401(k) Deferrals under Article 8, except that such
 contributions may not be distributed upon Hardship. See Section 8.6(c).

	
  
	
  
	
  
	
  

	
  
	
  
	
 (4)
	
 Annual notice. Each Eligible Participant
 under the Plan must receive a written notice describing the Participant’s
 rights and obligations under the Plan, including a description of: (i) the
 Safe Harbor Contribution formula being used under the Plan; (ii) any other
 contributions under the Plan; (iii) the plan to which the Safe Harbor
 Contributions will be made (if different from this Plan); (iv) the type and
 amount of Included Compensation that may be deferred under the Plan; (v) the
 administrative requirements for making and changing Section 401(k) Deferral
 elections; and (vi) the withdrawal and vesting provisions under the Plan. For
 any Plan Year that began in 1999, the




106











	
  
	
  
	
  
	
 notice requirements described in this
 paragraph are deemed satisfied if the notice provided satisfied a reasonable,
 good faith interpretation of the notice requirements under Code §401(k)(12).
 (See subsection (1)(ii) above for a special supplemental notice that may need
 to be provided to qualify as a Safe Harbor 401(k) Plan.)

	
  
	
  
	
  
	
  

	
  
	
  
	
  
	
 Each
 Eligible Participant must receive the annual notice within a reasonable
 period before the beginning of the Plan Year (or within a reasonable period
 before an Employee becomes an Eligible Participant, if later). For this
 purpose, an Employee will be deemed to have received the notice in a timely
 manner if the Employee receives such notice at least 30 days and no more than
 90 days before the beginning of the Plan Year. For an Employee who becomes an
 Eligible Participant during a Plan Year, the notice will be deemed timely if
 it is provided no more than 90 days prior to the date the Employee becomes an
 Eligible Participant. For Plan Years that began on or before April 1, 1999,
 the notice requirement under this subsection will be satisfied if the notice
 was provided by March 1, 1999. If an Employer first designates the Plan as a
 Safe Harbor 401(k) Plan for a Plan Year that begins on or after January 1,
 2000 and on or before June 1, 2000, the notice requirement under this
 subsection will be satisfied if the notice was provided by May 1, 2000.

	
  
	
  
	
  
	
  

	
  
	
 (b)
	
 Deemed compliance with ADP Test. If the Plan satisfies all the conditions under subsection (a)
 above to qualify as a Safe Harbor 401(k) Plan, the Plan is deemed to satisfy
 the ADP Test for the Plan Year. This Plan will not be deemed to satisfy the
 ADP Test for a Plan Year if an Eligible Participant is covered under another
 Safe Harbor 401(k) Plan maintained by the Employer which uses the provisions
 under this Section to comply with the ADP Test.

	
  
	
  
	
  

	
  
	
 (c)
	
 Deemed compliance with ACP Test. If the Plan satisfies all the conditions under subsection (a)
 above to qualify as a Safe Harbor 401(k) Plan, the Plan is deemed to satisfy
 the ACP Test for the Plan Year with respect to Employer Matching
 Contributions (including Employer Matching Contributions that are not used to
 qualify as a Safe Harbor 401(k) Plan), provided the following conditions are
 satisfied. If the Plan does not satisfy the requirements under this subsection
 (c) for a Plan Year, the Plan must satisfy the ACP Test for such Plan Year in
 accordance with subsection (d) below.

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Only Employer Matching Contributions are Safe Harbor Matching
 Contributions under basic formula. If the only
 Employer Matching Contribution formula provided under the Plan is a basic
 safe harbor formula under Part 4E, #27.a. of the Agreement, the Plan is
 deemed to satisfy the ACP Test, without regard to the conditions under
 subsections (2) – (5) below.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Limit on contributions eligible for Employer Matching Contributions.
 If Employer Matching Contributions are provided (other than just Employer
 Matching Contributions under a basic safe harbor formula) the total Employer
 Matching Contributions provided under the Plan (whether or not such Employer
 Matching Contributions are provided under a Safe Harbor Matching Contribution
 formula) must not apply to any Section 401(k) Deferrals or Employee After-Tax
 Contributions that exceed 6% of Included Compensation. If an Employer
 Matching Contribution formula applies to both Section 401(k) Deferrals and
 Employee After-Tax Contributions, then the sum of such contributions that
 exceed 6% of Included Compensation must be disregarded under the formula.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Limit on discretionary Employer Matching Contributions.
 For Plan Years beginning after December 31, 1999, the Plan will not satisfy
 the ACP Safe Harbor if the Employer elects to provide discretionary Employer
 Matching Contributions in addition to the Safe Harbor Matching Contribution,
 unless the Employer limits the aggregate amount of such discretionary
 Employer Matching Contributions under Part 4B, #16.b. to no more than 4
 percent of the Employee’s Included Compensation.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (4)
	
 Rate of Employer Matching Contribution may not increase. The
 Employer Matching Contribution formula may not provide a higher rate of match
 at higher levels of Section 401(k) Deferrals or Employee After-Tax
 Contributions.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (5)
	
 Limit on Employer Matching Contributions for Highly Compensated
 Employees. The Employer Matching Contributions made
 for any Highly Compensated Employee at any rate of Section 401(k) Deferrals
 and/or Employee After-Tax Contributions cannot be greater than the Employer
 Matching Contributions provided for any Nonhighly Compensated Employee at the
 same rate of Section 401(k) Deferrals and/or Employee After-Tax
 Contributions.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (6)
	
 Employee After-Tax Contributions. If the
 Plan permits Employee After-Tax Contributions, such contributions must
 satisfy the ACP Test, regardless of whether the Employer Matching
 Contributions under Plan are deemed to satisfy the ACP Test under this
 subsection (c). The ACP Test must be performed in accordance with subsection
 (d) below.




107











	
  
	
 (d)
	
 Rules for applying the ACP Test. If the ACP Test must be performed under a Safe Harbor 401(k)
 Plan, either because there are Employee After-Tax Contributions, or because
 the Employer Matching Contributions do not satisfy the conditions described
 in subsection (c) above, the Current Year Testing Method must be used to
 perform such test, even if the Agreement specifies that the Prior Year
 Testing Method applies. In addition, the testing rules provided in IRS Notice
 98-52 (or any successor guidance) are applicable in applying the ACP Test.

	
  
	
  
	
  

	
  
	
 (e)
	
 Aggregated plans. If the
 Plan is aggregated with another plan under Section 17.5(a) or (b), then the
 Plan is not a Safe Harbor 401(k) Plan unless the conditions of this Section
 are satisfied on an aggregated basis.

	
  
	
  
	
  

	
  
	
 (f)
	
 First year of plan. To
 qualify as a Safe Harbor 401(k) Plan, the Plan Year must be a 12-month
 period, except for the first year of the Plan, in which case the Plan may
 have a short Plan Year. In no case may the Plan have a short Plan Year of
 less than 3 months.

	
  
	
  
	
  

	
  
	
  
	
 If the Plan
 has an initial Plan Year that is less than 12 months, for purposes of
 applying the Annual Additions Limitation under Article 7, the Limitation Year
 will be the 12-month period ending on the last day of the short Plan Year.
 Thus, no proration of the Defined Contribution Dollar Limitation will be
 required. (See Section 7.4(e).) In addition, the Employer’s Included
 Compensation will be determined for the 12-month period ending on the last
 day of the short Plan Year.

	
  
	
  
	
  

	
 17.7
	
 Definitions. The following
 definitions apply for purposes of applying the provisions of this Article 17.

	
  
	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
 (a)
	
 ACP - Average Contribution Percentage. The ACP for a group is the average of the contribution
 percentages calculated separately for each Eligible Participant in the group.
 An Eligible Participant’s contribution percentage is the ratio of the
 contributions made on behalf of the Participant that are included under the
 ACP Test, expressed as a percentage of the Participant’s Testing Compensation
 for the Plan Year. For this purpose, the contributions included under the ACP
 Test are the sum of the Employee After-Tax Contributions, Employer Matching
 Contributions, and QMACs (to the extent not taken into account for purposes
 of the ADP test) made under the Plan on behalf of the Participant for the
 Plan Year. The ACP may also include other contributions as provided in
 Section 17.3(c), if applicable.

	
  
	
  
	
  

	
  
	
 (b)
	
 ADP - Average Deferral Percentage. The ADP for a group is the average of the deferral percentages
 calculated separately for each Eligible Participant in the group. A
 Participant’s deferral percentage is the ratio of the Participant’s deferral
 contributions expressed as a percentage of the Participant’s Testing
 Compensation for the Plan Year. For this purpose, a Participant’s deferral
 contributions include any Section 401(k) Deferrals made pursuant to the
 Participant’s deferral election, including Excess Deferrals of Highly
 Compensated Employees (but excluding Excess Deferrals of Nonhighly
 Compensated Employees). The ADP may also include other contributions as
 provided in Section 17.2(c), if applicable.

	
  
	
  
	
  

	
  
	
  
	
 In
 determining a Participant’s deferral percentage for the Plan Year, a deferral
 contribution may be taken into account only if such contribution is allocated
 to the Participant’s Account as of a date within the Plan Year. For this
 purpose, a deferral contribution may only be allocated to a Participant’s
 Account within a particular Plan Year if the deferral contribution is
 actually paid to the Trust no later than the end of the 12-month period
 immediately following that Plan Year and the deferral contribution relates to
 Included Compensation that (1) would otherwise have been received by the
 Participant in that Plan Year or (2) is attributable to services performed in
 that Plan Year and would otherwise have been received by the Participant
 within 21⁄2 months after the close of that Plan Year. No formal election need
 be made by the Employer to use the 21⁄2-month rule described in the preceding
 sentence. However, deferral contributions may only be taken into account for
 a single Plan Year.

	
  
	
  
	
  

	
  
	
 (c)
	
 Excess Aggregate Contributions. Excess Aggregate Contributions for a Plan Year are the amounts
 contributed on behalf of the Highly Compensated Employees that exceed the
 maximum amount permitted under the ACP Test for such Plan Year. The total
 dollar amount of Excess Aggregate Contributions for a Plan Year is determined
 by calculating the amount that would have to be distributed to the Highly
 Compensated Employees if the distributions were made first to the Highly
 Compensated Employee(s) with the highest contribution percentage until
 either:

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 the adjusted
 ACP for the Highly Compensated Employee Group would reach a percentage that
 satisfies the ACP Test, or

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 the
 contribution percentage of the Highly Compensated Employee(s) with the next
 highest contribution percentage would be reached.

	
  
	
  
	
  
	
  

	
  
	
  
	
 This process
 is repeated until the adjusted ACP for the Highly Compensated Employee Group
 would satisfy the ACP Test. The total dollar amount so determined is then
 divided among the Highly Compensated




108











	
  
	
  
	
 Employee
 Group in the manner described in Section 17.3(d)(1) to determine the actual
 corrective distributions to be made.

	
  
	
  
	
  

	
  
	
 (d)
	
 Excess Contributions. Excess
 Contributions for a Plan Year are the amounts taken into account in computing
 the ADP of the Highly Compensated Employees that exceed the maximum amount
 permitted under the ADP Test for such Plan Year. The total dollar amount of
 Excess Contributions for a Plan Year is determined by calculating the amount
 that would have to be distributed to the Highly Compensated Employees if the
 distributions were made first to the Highly Compensated Employee(s) with the
 highest deferral percentage until either: 
 

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 the adjusted
 ADP for the Highly Compensated Employee Group would reach a percentage that
 satisfies the ADP Test, or

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 the deferral
 percentage of the Highly Compensated Employee(s) with the next highest
 deferral percentage would be reached.

	
  
	
  
	
  
	
  

	
  
	
  
	
 This process
 is repeated until the adjusted ADP for the Highly Compensated Employee Group
 would satisfy the ADP test. The total dollar amount so determined is then
 divided among the Highly Compensated Employee Group in the manner described
 in Section 17.2(d)(1) to determine the actual corrective distributions to be
 made.

	
  
	
  
	
  

	
  
	
 (e)
	
 Highly Compensated Employee Group. The Highly Compensated Employee Group is the group of Eligible
 Participants who are Highly Compensated Employees for the current Plan Year.
 An Employee who makes a one-time irrevocable election not to participate in
 accordance with Section 1.10 (if authorized under Part 13, #75 of the
 Nonstandardized Agreement) will not be treated as an Eligible Participant.

	
  
	
  
	
  

	
  
	
 (f)
	
 Nonhighly Compensated Employee Group. The Nonhighly Compensated Employee Group is the group of
 Eligible Participants who are Nonhighly Compensated Employees for the
 applicable Plan Year. If the Prior Year Testing Method is selected under Part
 4F of the Agreement, the Nonhighly Compensated Employee Group is the group of
 Eligible Participants in the prior Plan Year who were Nonhighly Compensated
 Employees for that year. If the Current Year Testing Method is selected under
 Part 4F of the Agreement, the Nonhighly Compensated Employee Group is the
 group of Eligible Participants who are Nonhighly Compensated Employees for
 the current Plan Year. An Employee who makes a one-time irrevocable election
 not to participate in accordance with Section 1.10 (if authorized under Part
 13, #75 of the Nonstandardized Agreement) will not be treated as an Eligible
 Participant.

	
  
	
  
	
  

	
  
	
 (g)
	
 QMACs – Qualified Matching Contribution. To the extent authorized under Part 4B, #18 of the Agreement,
 QMACs are Employer Matching Contributions which are 100% vested when
 contributed to the Plan and are subject to the distribution restrictions
 applicable to Section 401(k) Deferrals under Article 8, except that no
 portion of a Participant’s QMAC Account may be distributed from the Plan on
 account of Hardship. See Section 8.6(c).

	
  
	
  
	
  

	
  
	
 (h)
	
 QNECs – Qualified Nonelective Contributions. To
 the extent authorized under Part 4C, #22 of the Agreement, QNECs are Employer
 Nonelective Contributions which are 100% vested when contributed to the Plan
 and are subject to the distribution restrictions applicable to Section 401(k)
 Deferrals under Article 8, except that no portion of a Participant’s QNEC
 Account may be distributed from the Plan on account of Hardship. See Section
 8.6(c).

	
  
	
  
	
  

	
  
	
 (i)
	
 Testing Compensation. In
 determining the Testing Compensation used for purposes of applying the ADP
 Test, the ACP Test, and the Multiple Use Test, the Plan Administrator is not
 bound by any elections made under Part 3 of the Agreement with respect to
 Total Compensation or Included Compensation under the Plan. The Plan Administrator
 may determine on an annual basis (and within its discretion) the components
 of Testing Compensation for purposes of applying the ADP Test, the ACP Test
 and the Multiple Use Test. Testing Compensation must qualify as a
 nondiscriminatory definition of compensation under Code §414(s) and the
 regulations thereunder and must be applied consistently to all Participants.
 Testing Compensation may be determined over the Plan Year for which the
 applicable test is being performed or the calendar year ending within such
 Plan Year. In determining Testing Compensation, the Plan Administrator may
 take into consideration only the compensation received while the Employee is
 an Eligible Participant under the component of the Plan being tested. In no
 event may Testing Compensation for any Participant exceed the Compensation
 Dollar Limitation defined in Section 22.32. In determining Testing
 Compensation, the Plan Administrator may exclude amounts paid to an
 individual as severance pay to the extent such amounts are paid after the
 common-law employment relationship between the individual and the Employer
 has terminated, provided such amounts also are excluded in determining Total
 Compensation under 22.197.




109










ARTICLE 18

PLAN AMENDMENTS AND TERMINATION


	
 This Article
 contains the rules regarding the ability of the Prototype Sponsor or Employer
 to make Plan amendments and the effect of such amendments on the Plan. This
 Article also contains the rules for administering the Plan upon termination
 and the effect of Plan termination on Participants’ benefits and distribution
 rights.

 
	
  
	
  
	
  
	
  

	
 18.1
	
 Plan Amendments.

	
  
	
  
	
  

	
  
	
 (a)
	
 Amendment by the Prototype Sponsor. The Prototype Sponsor may amend the Prototype Plan on behalf of
 each adopting Employer who is maintaining the Plan at the time of the
 amendment. An amendment by the Prototype Sponsor to the Basic Plan Document
 does not require consent of the adopting Employers, nor does an adopting
 Employer have to reexecute its Agreement with respect to such an amendment.
 The Prototype Sponsor will provide each adopting Employer a copy of the
 amended Basic Plan Document (either by providing substitute or additional
 pages, or by providing a restated Basic Plan Document). An amendment by the
 Prototype Sponsor to any Agreement offered under the Prototype Plan is not
 effective with respect to an Employer’s Plan unless the Employer reexecutes
 the amended Agreement.

	
  
	
  
	
  

	
  
	
  
	
 If the
 Prototype Plan is amended by the mass submitter, the mass submitter is
 treated as the agent of the Prototype Sponsor. If the Prototype Sponsor does
 not adopt any amendments made by the mass submitter, the Prototype Plan will
 no longer be identical to or a minor modifier of the mass submitter Prototype
 Plan.

	
  
	
  
	
  

	
  
	
 (b)
	
 Amendment by the Employer. The
 Employer shall have the right at any time to amend the Agreement in the
 following manner without affecting the Plan’s status as a Prototype Plan.
 (The ability to amend the Plan as authorized under this Section applies only
 to the Employer that executes the Signature Page of the Agreement. Any
 amendment to the Plan by the Employer under this Section also applies to any
 Related Employer that participates under the Plan as a Co-Sponsor.)

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 The Employer
 may change any optional selections under the Agreement.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 The Employer
 may add additional language where authorized under the Agreement, including
 language necessary to satisfy Code §415 or Code §416 due to the aggregation
 of multiple plans.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 The Employer
 may change the administrative selections under Part 12 of the Agreement by
 replacing the appropriate page(s) within the Agreement. Such amendment does
 not require reexecution of the Signature Page of the Agreement.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (4)
	
 The Employer
 may add any model amendments published by the IRS which specifically provide
 that their adoption will not cause the Plan to be treated as an individually
 designed plan.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (5)
	
 The Employer
 may adopt any amendments that it deems necessary to satisfy the requirements
 for resolving qualification failures under the IRS’ compliance resolution
 programs.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (6)
	
 The Employer
 may adopt an amendment to cure a coverage or nondiscrimination testing
 failure, as permitted under applicable Treasury regulations.

	
  
	
  
	
  
	
  

	
  
	
  
	
 The Employer
 may amend the Plan at any time for any other reason, including a waiver of
 the minimum funding requirement under Code §412(d). However, such an
 amendment will cause the Plan to lose its status as a Prototype Plan and
 become an individually designed plan.

	
  
	
  
	
  

	
  
	
  
	
 The
 Employer’s amendment of the Plan from one type of Defined Contribution Plan
 (e.g., a money purchase plan) into another type of Defined Contribution Plan
 (e.g., a profit sharing plan) will not result in a partial termination or any
 other event that would require full vesting of some or all Plan Participants.

	
  
	
  
	
  

	
  
	
  
	
 Any
 amendment that affects the rights, duties or responsibilities of the Trustee
 or Plan Administrator may only be made with the Trustee’s or Plan
 Administrator’s written consent. Any amendment to the Plan must be in writing
 and a copy of the resolution (or similar instrument) setting forth such
 amendment (with the applicable effective date of such amendment) must be
 delivered to the Trustee.

	
  
	
  
	
  

	
  
	
  
	
 No amendment
 may authorize or permit any portion of the assets held under the Plan to be
 used for or diverted to a purpose other than the exclusive benefit of
 Participants or their Beneficiaries, except to the extent such assets are
 used to pay taxes or administrative expenses of the Plan. An amendment also
 may not cause or permit any portion of the assets held under the Plan to
 revert to or become property of the Employer.




110











	
  
	
 (c)
	
 Protected Benefits. Except
 as permitted under statute (such as Code §412(c)(8)), regulations (such as
 Treas. Reg. §1.411(d)-4), or other IRS guidance of general applicability, no
 Plan amendment (or other transaction having the effect of a Plan amendment,
 such as a merger, acquisition, plan transfer, or similar transaction) may
 reduce a Participant’s Account Balance or eliminate or reduce a Protected
 Benefit to the extent such Protected Benefit relates to amounts accrued prior
 to the adoption date (or effective date, if later) of the Plan amendment. For
 this purpose, Protected Benefits include any early retirement benefits,
 retirement-type subsidies, and optional forms of benefit (as defined under
 the regulations). If the adoption of this Plan will result in the elimination
 of a Protected Benefit, the Employer may preserve such Protected Benefit by
 identifying the Protected Benefit in accordance with Part 13, #58 of the Agreement
 [Part 13, #76 of the 401(k) Agreement]. Failure to identify Protected
 Benefits under the Agreement will not override the requirement that such
 Protected Benefits be preserved under this Plan. The availability of each
 optional form of benefit under the Plan must not be subject to Employer
 discretion.

	
  
	
  
	
  

	
  
	
  
	
 Effective
 for amendments adopted and effective on or after September 6, 2000, if the
 Plan is a profit sharing plan or a 401(k) plan, the Employer may eliminate
 all annuity and installment forms of distribution (including the QJSA form of
 benefit to the extent the Plan is not required to offer such form of benefit
 under Article 9), provided the Plan offers a single-sum distribution option
 that is available at the same time as the annuity or installment options that
 are being eliminated. If the Plan is a money purchase plan or a target
 benefit plan, the Employer may not eliminate the QJSA form of benefit.
 However, the Employer may eliminate all other annuity and installment forms
 of distribution, provided the Plan offers a single-sum distribution option
 that is available at the same time as the annuity or installment options that
 are being eliminated. Any amendment eliminating an annuity or installment
 form of distribution may not be effective until the earlier of: (1) the date
 which is the 90th day following the date a summary of the
 amendment is furnished to the Participant which satisfies the requirements
 under DOL Reg. §2520.104b-3 or (2) the first day of the second Plan Year
 following the Plan Year in which the amendment is adopted.

	
  
	
  
	
  
	
  

	
 18.2
	
 Plan Termination. The
 Employer may terminate this Plan at any time by delivering to the Trustee and
 Plan Administrator written notice of such termination.

	
  
	
  
	
  

	
  
	
 (a)
	
 Full and immediate vesting. Upon
 a full or partial termination of the Plan (or in the case of a profit sharing
 plan, the complete discontinuance of contributions), all amounts credited to
 an affected Participant’s Account become 100% vested, regardless of the
 Participant’s vested percentage determined under Article 4. The Plan
 Administrator has discretion to determine whether a partial termination has
 occurred.

	
  
	
  
	
  

	
  
	
 (b)
	
 Distribution procedures. Upon
 the termination of the Plan, the Plan Administrator shall direct the
 distribution of Plan assets to Participants in accordance with the provisions
 under Article 8. For this purpose, distribution shall be made to Participants
 with vested Account Balances of $5,000 or less in lump sum as soon as
 administratively feasible following the Plan termination, regardless of any
 contrary election under Part 9, #34 of the Agreement [Part 9, #52 of the
 401(k) Agreement]. For Participants with vested Account Balances in excess of
 $5,000, distribution will be made through the purchase of deferred annuity
 contracts which protect all Protected Benefits under the Plan, unless a
 Participant elects to receive an immediate distribution in any form of
 payment permitted under the Plan. If an immediate distribution is elected in
 a form other than a lump sum, the distribution will be satisfied through the
 purchase of an immediate annuity contract. Distributions will be made as soon
 as administratively feasible following the Plan termination, regardless of
 any contrary election under Part 9, #33 of the Agreement [Part 9, #51 of the
 401(k) Agreement]. The references in this paragraph to $5,000 shall be deemed
 to mean $3,500, prior to the time the $5,000 threshold becomes effective
 under the Plan (as determined in Section 8.3(f)).

	
  
	
  
	
  

	
  
	
  
	
 For purposes
 of applying the provisions of this subsection (b), distribution may be
 delayed until the Employer receives a favorable determination letter from the
 IRS as to the qualified status of the Plan upon termination, provided the
 determination letter request is made within a reasonable period following the
 termination of the Plan.

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Special rule for certain profit sharing plans. If
 this Plan is a profit sharing plan, distribution will be made to all
 Participants, without consent, as soon as administratively feasible following
 the termination of the Plan, without regard to the value of the Participants’
 vested Account Balance. This special rule applies only if the Plan does not
 provide for an annuity option under Part 11 of the Agreement and the Employer
 does not maintain any other Defined Contribution Plan (other than an ESOP) at
 any time between the termination of the Plan and the distribution.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Special rule for 401(k) plans. Section
 401(k) Deferrals, QMACs, QNECs, Safe Harbor Matching Contributions and Safe
 Harbor Nonelective Contributions under a 401(k) plan (as well as transferred
 assets (see Section 3.3(c)(3)) which are subject to the distribution
 restrictions applicable to Section 401(k) Deferrals) may be distributed in a
 lump sum upon Plan termination only if the Employer does not maintain a
 Successor Plan at any time during the period beginning on the date of
 termination and ending 12 months after the final distribution of all Plan
 assets. For this purpose,  




111











	
  
	
  
	
  
	
 a Successor
 Plan is any Defined Contribution Plan, other than an ESOP (as defined in Code
 §4975(e)(7)), a SEP (as defined in Code §408(k)), or a SIMPLE IRA (as defined
 in Code §408(p)). A plan will not be considered a Successor Plan, if at all
 times during the 24-month period beginning 12 months before the Plan termination,
 fewer than 2% of the Eligible Participants under the 401(k) plan are eligible
 under such plan. A distribution of these contributions may be made to the
 extent another distribution event permits distribution of such amounts.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Plan termination not distribution event if assets are transferred to
 another Plan. If, pursuant to the termination of the
 Plan, the Employer enters into a transfer agreement to transfer the assets of
 the terminated Plan to another plan maintained by the Employer (or by a
 successor employer in a transaction involving the acquisition of the
 Employer’s stock or assets, or other similar transaction), the termination of
 the Plan is not a distribution event and the distribution procedures above do
 not apply. Prior to the transfer of the assets, distribution of a
 Participant’s Account Balance may be made from the terminated Plan only to a
 Participant (or Beneficiary, if applicable) who is otherwise eligible for
 distribution without regard to the Plan’s termination. Otherwise, benefits
 will be distributed from the transferee plan in accordance with the terms of
 that plan (subject to the protection of any Protected Benefits that must be
 continued with respect to the transferred assets).

	
  
	
  
	
  
	
  
	
  
	
  

	
  
	
 (c)
	
 Termination upon merger, liquidation or dissolution
 of the Employer. The Plan shall terminate upon the
 liquidation or dissolution of the Employer or the death of the Employer (if
 the Employer is a sole proprietor) provided however, that in any such event,
 arrangements may be made for the Plan to be continued by any successor to the
 Employer.

	
  
	
  
	
  

	
 18.3
	
 Merger or Consolidation. In
 the event the Plan is merged or consolidated with another plan, each
 Participant must be entitled to a benefit immediately after such merger or
 consolidation that is at least equal to the benefit the Participant would
 have been entitled to had the Plan terminated immediately before such merger
 or consolidation. (See Section 4.1(d) for rules regarding vesting following a
 merger or consolidation.) The Employer may authorize the Trustee to enter
 into a merger agreement with the Trustee of another plan to effect such
 merger or consolidation. A merger agreement entered into by the Trustee is
 not part of this Plan and does not affect the Plan’s status as a Prototype Plan.
 (See Section 3.3 for the applicable rules where amounts are transferred to
 this Plan from another plan.)




112










ARTICLE 19

MISCELLANEOUS


	
 This Article
 contains miscellaneous provisions concerning the Employer’s and Participants’
 rights and responsibilities under the Plan.

 
	
  

	
 19.1
	
 Exclusive Benefit. Except
 as provided under Section 19.2, no part of the Plan assets (including any
 corpus or income of the Trust) may revert to the Employer prior to the
 satisfaction of all liabilities under the Plan nor will such Plan assets be
 used for, or diverted to, a purpose other than the exclusive benefit of
 Participants or their Beneficiaries.

	
  
	
  

	
 19.2
	
 Return of Employer Contributions. Upon written request by the Employer, the Trustee must return
 any Employer Contributions provided that the circumstances and the time
 frames described below are satisfied. The Trustee may request the Employer to
 provide additional information to ensure the amounts may be properly
 returned. Any amounts returned shall not include earnings, but must be
 reduced by any losses.

	
  
	
  
	
  

	
  
	
 (a)
	
 Mistake of fact. Any
 Employer Contributions made because of a mistake of fact must be returned to
 the Employer within one year of the contribution.

	
  
	
  
	
  

	
  
	
 (b)
	
 Disallowance of deduction.
 Employer Contributions to the Trust are made with the understanding that they
 are deductible. In the event the deduction of an Employer Contribution is
 disallowed by the IRS, such contribution (to the extent disallowed) must be
 returned to the Employer within one year of the disallowance of the
 deduction.

	
  
	
  
	
  

	
  
	
 (c)
	
 Failure to initially qualify.
 Employer Contributions to the Plan are made with the understanding, in the
 case of a new Plan, that the Plan satisfies the qualification requirements of
 Code §401(a) as of the Plan’s Effective Date. In the event that the Internal
 Revenue Service determines that the Plan is not initially qualified under the
 Code, any Employer Contributions (and allocable earnings) made incident to
 that initial qualification must be returned to the Employer within one year
 after the date the initial qualification is denied, but only if the
 application for the qualification is made by the time prescribed by law for
 filing the employer’s return for the taxable year in which the plan is
 adopted, or such later date as the Secretary of the Treasury may prescribe.

	
  
	
  
	
  

	
 19.3
	
 Alienation or Assignment. Except
 as permitted under applicable statute or regulation, a Participant or
 Beneficiary may not assign, alienate, transfer or sell any right or claim to
 a benefit or distribution from the Plan, and any attempt to assign, alienate,
 transfer or sell such a right or claim shall be void, except as permitted by
 statute or regulation. Any such right or claim under the Plan shall not be
 subject to attachment, execution, garnishment, sequestration, or other legal
 or equitable process. This prohibition against alienation or assignment also
 applies to the creation, assignment, or recognition of a right to a benefit
 payable with respect to a Participant pursuant to a domestic relations order,
 unless such order is determined to be a QDRO pursuant to Section 11.5, or any
 domestic relations order entered before January 1, 1985.

	
  
	
  

	
 19.4
	
 Participants’ Rights. The
 adoption of this Plan by the Employer does not give any Participant,
 Beneficiary, or Employee a right to continued employment with the Employer
 and does not affect the Employer’s right to discharge an Employee or
 Participant at any time. This Plan also does not create any legal or
 equitable rights in favor of any Participant, Beneficiary, or Employee
 against the Employer, Plan Administrator or Trustee. Unless the context
 indicates otherwise, any amendment to this Plan is not applicable to
 determine the benefits accrued (and the extent to which such benefits are
 vested) by a Participant or former Employee whose employment terminated
 before the effective date of such amendment, except where application of such
 amendment to the terminated Participant or former Employee is required by
 statute, regulation or other guidance of general applicability. Where the
 provisions of the Plan are ambiguous as to the application of an amendment to
 a terminated Participant or former Employee, the Plan Administrator has the
 authority to make a final determination on the proper interpretation of the
 Plan.

	
  
	
  

	
 19.5
	
 Military Service. To the
 extent required under Code §414(u), an Employee who returns to employment
 with the Employer following a period of qualified military service will
 receive any contributions, benefits and service credit required under Code §414(u),
 provided the Employee satisfies all applicable requirements under the Code
 and regulations.

	
  
	
  

	
 19.6
	
 Paired Plans. If the
 Employer adopts more than one Standardized Agreement, each of the
 Standardized Agreements are considered to be Paired Plans, provided the
 Employer completes Part 13, #54 of the Agreement [Part 13, #72 of the 401(k)
 Agreement] in a manner which ensures the plans together comply with the
 Annual Additions Limitation, as described in Article 7, and the Top-Heavy
 Plan rules, as described in Article 16. If the Employer adopts Paired Plans,
 each Plan must have the same Plan Year.




113











	
 19.7

 	
 Annuity Contract. Any
 annuity contract distributed under the Plan must be nontransferable. In
 addition, the terms of any annuity contract purchased and distributed to a
 Participant or to a Participant’s spouse must comply with all requirements
 under this Plan.

 
	
  
	
  

	
 19.8

 	
 Use of IRS compliance programs. Nothing in this Plan document should be construed to limit the
 availability of the IRS’ voluntary compliance programs, including the IRS
 Administrative Policy Regarding Self-Correction (APRSC) program. An Employer
 may take whatever corrective actions are permitted under the IRS voluntary
 compliance programs, as is deemed appropriate by the Plan Administrator or
 Employer.

 
	
  
	
  

	
 19.9

 	
 Loss of Prototype Status. If
 the Plan as adopted by the Employer fails to attain or retain qualification,
 such Plan will no longer qualify as a Prototype Plan and will be considered
 an individually-designed plan.

 
	
  
	
  

	
 19.10

 	
 Governing Law. The
 provisions of this Plan shall be construed, administered, and enforced in
 accordance with the provisions of applicable Federal Law and, to the extent
 applicable, the laws of the state in which the Trustee has its principal
 place of business. The foregoing provisions of this Section shall not
 preclude the Employer and the Trustee from agreeing to a different state law
 with respect to the construction, administration and enforcement of the Plan.

 
	
  
	
  

	
 19.11

 	
 Waiver of Notice. Any
 person entitled to a notice under the Plan may waive the right to receive
 such notice, to the extent such a waiver is not prohibited by law, regulation
 or other pronouncement.

 
	
  
	
  

	
 19.12

 	
 Use of Electronic Media.
 The Plan Administrator may use telephonic or electronic media to satisfy any
 notice requirements required by this Plan, to the extent permissible under
 regulations (or other generally applicable guidance). In addition, a
 Participant’s consent to immediate distribution, as required by Article 8,
 may be provided through telephonic or electronic means, to the extent
 permissible under regulations (or other generally applicable guidance). The
 Plan Administrator also may use telephonic or electronic media to conduct
 plan transactions such as enrolling participants, making (and changing)
 salary reduction elections, electing (and changing) investment allocations,
 applying for Plan loans, and other transactions, to the extent permissible
 under regulations (or other generally applicable guidance).

 
	
  
	
  

	
 19.13

 	
 Severability of Provisions. In
 the event that any provision of this Plan shall be held to be illegal,
 invalid or unenforceable for any reason, the remaining provisions under the
 Plan shall be construed as if the illegal, invalid or unenforceable
 provisions had never been included in the Plan.

 
	
  
	
  

	
 19.14

 	
 Binding Effect. The Plan,
 and all actions and decisions made thereunder, shall be binding upon all
 applicable parties, and their heirs, executors, administrators, successors
 and assigns.

 



114











ARTICLE 20

GUST ELECTIONS AND EFFECTIVE DATES


	
 The
 provisions of this Plan are generally effective as of the Effective Date
 designated on the Signature Page of the Agreement. Appendix A of the
 Agreement also allows for special effective dates for specified provisions of
 the Plan, which override the general Effective Date under the Agreement.
 Section 22.96 refers to a series of laws that have been enacted since 1994 as
 the GUST Legislation, for which extended time (known as the remedial
 amendment period) was provided to Employers to conform their plan documents
 to such laws. This Article prescribes special effective date rules for
 conforming plans to the GUST Legislation.

 
	
  
	
  

	
 20.1
	
 GUST Effective Dates. If
 the Agreement is adopted within the remedial amendment period for the GUST
 Legislation, and the Plan has not previously been restated to comply with the
 GUST Legislation, then special effective dates apply to certain provisions.
 These special effective dates apply to the appropriate provisions of the
 Plan, even if such special effective dates are earlier than the Effective
 Date identified on the Signature Page of the Agreement. The Employer may
 specify in elections provided in Appendix B of the Agreement, how the Plan
 was operated to comply with the GUST Legislation. Appendix B need only be
 completed if the Employer operated this Plan in a manner that is different
 from the default provisions contained in this Plan or the elective choices
 made under the Agreement. If the Employer did not operate the Plan in a
 manner that is different from the default provisions or elective provisions
 of the Plan or, if the Plan is not being restated for the first time to
 comply with the GUST Legislation, and prior amendments or restatements of the
 Plan satisfied the requirement to amend timely to comply with the GUST Legislation,
 Appendix B need not be completed and may be removed from the Agreement.

	
  
	
  

	
  
	
 If one or
 more qualified retirement plans have been merged into this Plan, the
 provisions of the merging plan(s) will remain in full force and effect until
 the Effective Date of the plan merger(s), unless provided otherwise under
 Appendix A-12 of the Agreement [Appendix A-16 of the 401(k) Agreement]. If
 the merging plan(s) have not been amended to comply with the changes required
 under the GUST Legislation, the merging plan(s) will be deemed amended
 retroactively for such required changes by operation of this Agreement. The
 provisions required by the GUST Legislation (as provided under this BPD and
 related Agreements) will be effective for purposes of the merging plan(s) as
 of the same effective date that is specified for that GUST provision in this
 BPD and Appendix B of the Agreement (even if that date precedes the general
 Effective Date specified in the Agreement).

	
  
	
  

	
 20.2
	
 Highly Compensated Employee Definition. The definition of Highly Compensated Employee under Section
 22.99 is modified effective for Plan Years beginning after December 31, 1996.
 Under the current definition of Highly Compensated Employee, the Employer
 must designate under the Plan whether it is using the Top-Paid Group Test and
 whether it is using the Calendar Year Election or, for the 1997 Plan Year,
 whether it used the Old-Law Calendar Year Election.

	
  
	
  
	
  

	
  
	
 (a)
	
 Top-Paid Group Test. In
 determining whether an Employee is a Highly Compensated Employee, the
 Top-Paid Group Test under Section 22.99(b)(4) does not apply unless the
 Employer specifically elects under Part 13, #50.a. of the Agreement [Part 13,
 #68.a. of the 401(k) Agreement] to have the Top-Paid Group Test apply. The
 Employer’s election to use or not use the Top-Paid Group Test generally
 applies for all years beginning with the Effective Date of the Plan (or the
 first Plan Year beginning after December 31, 1996, if later). However,
 because the Employer may not have operated the Plan consistent with this
 Top-Paid Group Test election for all years prior to the date this Plan
 restatement is adopted, Appendix B-1.a. of the Agreement also permits the
 Employer to override the Top-Paid Group Test election under this Plan for
 specified Plan Years beginning after December 31, 1996, and before the date
 this Plan restatement is adopted.

	
  
	
  
	
  

	
  
	
 (b)
	
 Calendar Year Election. In
 determining whether an Employee is a Highly Compensated Employee, the
 Calendar Year Election under Section 22.99(b)(5) does not apply unless the
 Employer specifically elects under Part 13, #50.b. of the Agreement [Part 13,
 #68.b. of the 401(k) Agreement] to have the Calendar Year Election apply. The
 Employer’s election to use or not use the Calendar Year Election is generally
 effective for all years beginning with the Effective Date of this Plan (or
 the first Plan Year beginning after December 31, 1996, if later). However,
 because the Employer may not have operated the Plan consistent with this
 Calendar Year Election for all years prior to the date this Plan restatement
 is adopted, Appendix B-1.b. of the Agreement permits the Employer to override
 the Calendar Year Election under this Plan for specified Plan Years beginning
 after December 31, 1996, and before the date this Plan restatement is adopted.

	
  
	
  
	
  

	
  
	
 (c)
	
 Old-Law Calendar Year Election. In determining whether an Employee was a Highly Compensated
 Employee for the Plan Year beginning in 1997, a special Old-Law Calendar Year
 Election was available. (See Section 22.99(b)(6) for the definition of the
 Old-Law Calendar Year Election.) Appendix B-1.c. of the Agreement permits the
 Employer to designate whether it used the Old-Law Calendar Year Election for
 the 1997 Plan Year. If the Employer did not use the Old-Law Calendar Year
 Election, the election in Appendix B-1.c. need not be completed.




115











	
 20.3

 	
 Required Minimum Distributions. Appendix B-2 of the Agreement permits the Employer to designate
 how it complied with the GUST Legislation changes to the required minimum
 distribution rules. Section 10.4 describes the application of the GUST
 Legislation changes to the required minimum distribution rules.

 
	
  
	
  

	
 20.4

 	
 $5,000 Involuntary Distribution Threshold. For Plan Years beginning on or after August 5, 1997, a
 Participant (and spouse, if the Joint and Survivor Annuity rules apply under
 Article 9) must consent to a distribution from the Plan if the Participant’s
 vested Account Balance exceeds $5,000. (See Section 8.3(e) for the applicable
 rules for determining the value of a Participant’s vested Account Balance.)
 For Plan Years beginning before August 5, 1997, the consent threshold was
 $3,500 instead of $5,000.

 
	
  
	
  

	
  
	
 The increase
 in the consent threshold to $5,000 is generally effective for Plan Years
 beginning on or after August 5, 1997. However, because the Employer may not
 have operated the Plan consistent with the $5,000 threshold for all years
 prior to the date this Plan restatement was adopted, Appendix B-3.a. of the
 Agreement permits the Employer to designate the Plan Year during which it
 began applying the higher $5,000 consent threshold. If the Employer began
 applying the $5,000 consent threshold for Plan Years beginning on or after
 August 5, 1997, Appendix B-3.a. need not be completed. If the Employer did
 not begin using the $5,000 consent threshold until some later date, the
 Employer must designate the appropriate date in Appendix B-3.a.

 
	
  
	
  

	
 20.5
	
 Repeal of Family Aggregation for Allocation Purposes. For Plan Years beginning on or after January 1, 1997, the
 family aggregation rules were repealed. For Plan Years beginning before
 January 1, 1997, the family aggregation rules required that family members of
 a Five-Percent Owner or one of the 10 Employees with the highest ownership
 interest in the Employer were aggregated as a single Highly Compensated Employee
 for purposes of determining such individuals’ share of any contributions
 under the Plan. In determining the allocation for such aggregated
 individuals, the Compensation Dollar Limitation (as defined in Section 22.32)
 was applied on an aggregated basis with respect to the Five-Percent Owner or
 top-10 owner, his/her spouse, and his/her minor children (under the age of
 19).

	
  
	
  

	
  
	
 The family
 aggregation rules were repealed effective for Plan Years beginning on or
 after January 1, 1997. However, because the Employer may not have operated
 the Plan consistent with the repeal of family aggregation for all years prior
 to the date this Plan restatement is adopted, Appendix B-3.b. of the
 Agreement permits the Employer to designate the Plan Year during which it repealed
 family aggregation for allocation purposes. If the Employer implemented the
 repeal of family aggregation for Plan Years beginning on or after January 1,
 1997, Appendix B-3.b. need not be completed. If the Employer did not
 implement the repeal of family aggregation until some later date, the
 Employer must designate the appropriate date in Appendix B-3.b.

	
  
	
  

	
 20.6
	
 ADP/ACP Testing Methods. The
 GUST Legislation modified the nondiscrimination testing rules for Section
 401(k) Deferrals, Employer Matching Contributions, and Employee After-Tax
 Contributions, effective for Plan Years beginning after December 31, 1996.
 For purposes of applying the ADP Test and ACP Test under the 401(k)
 Agreement, the Employer must designate the testing methodology used for each
 Plan Year. (See Article 17 for the definition of the ADP Test and the ACP
 Test and the applicable testing methodology.)

	
  
	
  

	
  
	
 Part 4F of
 the 401(k) Agreement contains elective provisions for the Employer to
 designate the testing methodology it will use in performing the ADP Test and
 the ACP Test. Appendix B-5.a. of the 401(k) Agreement contains elective
 provisions for the Employer to designate the testing methodology it used for
 Plan Years that began before the adoption of the Agreement.

	
  
	
  

	
 20.7
	
 Safe Harbor 401(k) Plan. Effective
 for Plan Years beginning after December 31, 1998, the Employer may elect
 under Part 4E of the 401(k) Agreement to apply the Safe Harbor 401(k) Plan
 provisions. To qualify as a Safe Harbor 401(k) Plan for a Plan Year, the Plan
 must be identified as a Safe Harbor 401(k) Plan for such year.

	
  
	
  

	
  
	
 If the
 Employer elects under Part 4E to apply the Safe Harbor 401(k) Plan
 provisions, the Plan generally will be considered a Safe Harbor Plan for all
 Plan Years beginning with the Effective Date of the Plan (or January 1, 1999,
 if later). Likewise, if the Employer does not elect to apply the Safe Harbor
 401(k) provisions, the Plan generally will not be considered a Safe Harbor
 Plan for such year. However, because the Employer may have operated the Plan
 as a Safe Harbor 401(k) Plan for Plan Years prior to the Effective Date of
 this Plan or may not have operated the Plan consistent with its election
 under Part 4E to apply (or to not apply) the Safe Harbor 401(k) Plan
 provisions for all years prior to the date this Plan restatement is adopted,
 Appendix B-5.b. of the 401(k) Agreement permits the Employer to designate any
 Plan Year in which the Plan was (or was not) a Safe Harbor 401(k) Plan.
 Appendix B-5.b. should only be completed if the Employer operated this Plan
 prior to date it was actually adopted in a manner that is inconsistent with
 the election made under Part 4E of the Agreement.

	
  
	
  

	
  
	
 If the
 Employer elects under Appendix B-5.b. of the Agreement to apply the Safe
 Harbor 401(k) Plan provisions for any Plan Year beginning prior to the date
 this Plan is adopted, the Plan must have complied with the requirements under
 Section 17.6 for such year. The type and amount of the Safe Harbor
 Contribution for such Plan Year(s) is the type and amount of contribution
 described in the Participant notice issued pursuant to Section 17.6(a)(4) for
 such Plan Year.




116










ARTICLE 21

PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)


	
 21.1

 	
 Co-Sponsor Adoption Page. A
 Related Employer may elect to participate under this Plan by executing a
 Co-Sponsor Adoption Page under the Agreement. By executing a Co-Sponsor
 Adoption Page, the Co-Sponsor adopts all the provisions of the Plan,
 including the elective choices made by the Employer under the Agreement. The
 Co-Sponsor is also bound by any amendments made to the Plan in accordance
 with Article 18. The Co-Sponsor agrees to use the same Trustee as is
 designated on the Trustee Declaration under the Agreement, except as provided
 in a separate trust agreement authorized under Article 12.

 
	
  
	
  

	
 21.2

 	
 Participation by Employees of Co-Sponsor. A Related Employer may not contribute to this Plan unless it
 executes the Co-Sponsor Adoption Page. (See Section 1.3 for a discussion of
 the eligibility rules as they apply to Employees of Related Employers who do
 not execute a Co-Sponsor Adoption Page.) However, in applying the provisions
 of this Plan, Total Compensation (as defined in Section 22.197) includes
 amounts earned with a Related Employer, regardless of whether such Related
 Employer executes a Co-Sponsor Adoption Page. The Employer may elect under
 Part 3, #10.b.(7) of the Nonstandardized Agreement [Part 3, #10.i. of the
 Nonstandardized 401(k) Agreement] to exclude amounts earned with a Related
 Employer that does not execute a Co-Sponsor Page for purposes of determining
 an Employee’s Included Compensation under the Plan.

 
	
  
	
  

	
 21.3

 	
 Allocation of Contributions and Forfeitures. Unless selected otherwise under the Co-Sponsor Adoption Page,
 any contributions made by a Co-Sponsor (and any forfeitures relating to such
 contributions) will be allocated to all Eligible Participants employed by the
 Employer and Co-Sponsors in accordance with the provisions under this Plan.
 Under a Nonstandardized Agreement, a Co-Sponsor may elect under the
 Co-Sponsor Page to allocate its contributions (and forfeitures relating to
 such contributions) only to the Eligible Participants employed by the
 Co-Sponsor making such contributions. If so elected, Employees of the
 Co-Sponsor will not share in an allocation of contributions (or forfeitures
 relating to such contributions) made by any other Related Employer (except in
 such individual’s capacity as an Employee of that other Related Employer).
 Where contributions are allocated only to the Employees of a contributing
 Co-Sponsor, the Plan Administrator will maintain a separate accounting of an
 Employee’s Account Balance attributable to the contributions of a particular
 Co-Sponsor. This separate accounting is necessary only for contributions that
 are not 100% vested, so that the allocation of forfeitures attributable to
 such contributions can be allocated for the benefit of the appropriate
 Employees. An election to allocate contributions and forfeitures only to the
 Eligible Participants employed by the Co-Sponsor making such contributions
 will preclude the Plan from satisfying the nondiscrimination safe harbor
 rules under Treas. Reg. §1.401(a)(4)-2 and may require additional
 nondiscrimination testing.

 
	
  
	
  

	
 21.4

 	
 Co-Sponsor No Longer a Related Employer. If a Co-Sponsor becomes a Former Related Employer because of
 an acquisition or disposition of stock or assets, a merger, or similar
 transaction, the Co-Sponsor will cease to participate in the Plan as soon as
 administratively feasible. If the transition rule under Code §410(b)(6)(C) applies,
 the Co-Sponsor will cease to participate in the Plan as soon as
 administratively feasible after the end of the transition period described in
 Code §410(b)(6)(C). If a Co-Sponsor ceases to be a Related Employer under
 this Section 21.4, the following procedures may be followed to discontinue
 the Co-Sponsor’s participation in the Plan.

 
	
  
	
  

	
  
	
 (a)

 	
 Manner of discontinuing participation. To document the cessation of participation by a Former Related
 Employer, the Former Related Employer may discontinue its participation as
 follows: (1) the Former Related Employer adopts a resolution that formally
 terminates active participation in the Plan as of a specified date, (2) the
 Employer that has executed the Signature Page of the Agreement reexecutes
 such page, indicating an amendment by page substitution through the deletion
 of the Co-Sponsor Adoption Page executed by the Former Related Employer, and
 (3) the Former Related Employer provides any notices to its Employees that
 are required by law. Discontinuance of participation means that no further
 benefits accrue after the effective date of such discontinuance with respect
 to employment with the Former Related Employer. The portion of the Plan
 attributable to the Former Related Employer may continue as a separate plan,
 under which benefits may continue to accrue, through the adoption by the
 Former Related Employer of a successor plan (which may be created through the
 execution of a separate Agreement by the Former Related Employer) or by
 spin-off of that portion of the Plan followed by a merger or transfer into
 another existing plan, as specified in a merger or transfer agreement.

 
	
  
	
  
	
  

	
  
	
 (b)

 	
 Multiple employer plan. If,
 after a Co-Sponsor becomes a Former Related Employer, its Employees continue
 to accrue benefits under this Plan, the Plan will be treated as a multiple
 employer plan to the extent required by law. So long as the discontinuance
 procedures of this Section are satisfied, such treatment as a multiple
 employer plan will not affect reliance on the favorable IRS letter issued to
 the Prototype Sponsor or any determination letter issued on the Plan.

 
	
  
	
  
	
  

	
 21.5

 	
 Special Rules for Standardized Agreements. As stated in Section 1.3(b) of this BPD, under a Standardized
 Agreement each Related Employer (who has Employees who may be eligible to
 participate in the Plan) is required to execute a Co-Sponsor Adoption Page.
 If a Related Employer fails to execute a Co-Sponsor Adoption Page, the Plan
 will be treated as an individually-designed plan, except as provided in
 subsections (a) and (b) below. Nothing in this

 



117












	
  
	
 Plan shall
 be construed to treat a Related Employer as participating in the Plan in the
 absence of a Co-Sponsor Adoption Page executed by that Related Employer.

	
  
	
  
	
  

	
  
	
 (a)
	
 New Related Employer. If an
 organization becomes a New Related Employer after the Effective Date of the
 Agreement by reason of an acquisition or disposition of stock or assets, a
 merger, or similar transaction, the New Related Employer must execute a
 Co-Sponsor Page no later than the end of the transition period described in
 Code §410(b)(6)(C). Participation of the New Related Employer must be
 effective no later than the first day of the Plan Year that begins after such
 transition period ends. If the transition period in Code §410(b)(6)(C) is not
 applicable, the effective date of the New Related Employer’s participation in
 the Plan must be no later than the date it became a Related Employer.

	
  
	
  
	
  

	
  
	
 (b)
	
 Former Related Employer. If
 an organization ceases to be a Related Employer (Former Related Employer),
 the provisions of Section 21.4, relating to discontinuance of participation,
 apply.

	
  
	
  
	
  

	
  
	
  
	
 Under the
 Standardized Agreement, if the rules of subsections (a) or (b) are followed,
 the Employer may continue to rely on the favorable IRS letter issued to the
 Prototype Sponsor during any period in which a New Related Employer is not
 participating in the Plan or a Former Related Employer continues to
 participate in the Plan. If the rules of subsections (a) or (b) are not
 followed, the Plan is treated as an individually-designed plan for any period
 of such noncompliance.




118








ARTICLE 22

PLAN DEFINITIONS


	
 This Article
 contains definitions for common terms that are used throughout the Plan. All
 capitalized terms under the Plan are defined in this Article. Where applicable,
 this Article will refer to other Sections of the Plan where the term is
 defined.

 
	
  
	
  

	
 22.1
	
 Account. The separate
 Account maintained for each Participant under the Plan. To the extent
 applicable, a Participant may have any (or all) of the following separate
 sub-Accounts within his/her Account: Employer Contribution Account, Section
 401(k) Deferral Account, Employer Matching Contribution Account, QMAC
 Account, QNEC Account, Employee After-Tax Contribution Account, Safe Harbor
 Matching Contribution Account, Safe Harbor Nonelective Contribution Account,
 Rollover Contribution Account, and Transfer Account. The Transfer Account
 also may have any (or all) of the sub-Accounts listed above. The Plan
 Administrator may maintain other sub-Accounts, if necessary, for proper
 administration of the Plan.

	
  
	
  

	
 22.2
	
 Account Balance. A
 Participant’s Account Balance is the total value of all Accounts (whether
 vested or not) maintained for the Participant. A Participant’s vested Account
 Balance includes only those amounts for which the Participant has a vested
 interest in accordance with the provisions under Article 4 and Part 6 of the
 Agreement. A Participant’s Section 401(k) Deferral Account, QMAC Account,
 QNEC Account, Employee After-Tax Contribution Account, Safe Harbor Matching
 Contribution Account, Safe Harbor Nonelective Contribution Account, and
 Rollover Contribution Account are always 100% vested.

	
  
	
  

	
 22.3
	
 Accrued Benefit. If
 referred to in the context of a Defined Contribution Plan, the Accrued
 Benefit is the Account Balance. If referred to in the context of a Defined
 Benefit Plan, the Accrued Benefit is the benefit accrued under the benefit
 formula prescribed by the Defined Benefit Plan.

	
  
	
  

	
 22.4
	
 ACP -- Average Contribution Percentage. The average of the contribution percentages for the Highly
 Compensated Employee Group and the Nonhighly Compensated Employee Group,
 which are tested for nondiscrimination under the ACP Test. See Section
 17.7(a).

	
  
	
  

	
 22.5
	
 ACP Test -- Actual Contribution Percentage Test. The special nondiscrimination test that applies to Employer
 Matching Contributions and/or Employee After-Tax Contributions under the
 401(k) Agreement. See Section 17.3.

	
  
	
  

	
 22.6
	
 Actual Hours Crediting Method. The
 Actual Hours Crediting Method is a method for counting service for purposes
 of Plan eligibility and vesting. Under the Actual Hours Crediting Method, an
 Employee is credited with the actual Hours of Service the Employee completes
 with the Employer or the number of Hours of Service for which the Employee is
 paid (or entitled to payment).

	
  
	
  

	
 22.7
	
 Adoption Agreement. See the
 definition for Agreement.

	
  
	
  

	
 22.8
	
 ADP -- Average Deferral Percentage. The average of the deferral percentages for the Highly
 Compensated Employee Group and the Nonhighly Compensated Employee Group,
 which are tested for nondiscrimination under the ADP Test. See Section
 17.7(b).

	
  
	
  

	
 22.9
	
 ADP Test -- Actual Deferral Percentage Test. The special nondiscrimination test that applies to Section
 401(k) Deferrals under the 401(k) Agreement. See Section 17.2.

	
  
	
  

	
 22.10
	
 Agreement. The Agreement
 (sometimes referred to as the “Adoption Agreement”) contains the elective
 provisions under the Plan that an Employer completes to supplement or modify
 the provisions under the BPD. Each Employer that adopts this Plan must
 complete and execute the appropriate Agreement. An Employer may adopt more
 than one Agreement under this Prototype Plan. Each executed Agreement is
 treated as a separate Plan and Trust. For example, if an Employer executes a
 profit sharing plan Agreement and a money purchase plan Agreement, the
 Employer is treated as maintaining two separate Plans under this Prototype
 Plan document. An Agreement is treated as a single Plan, even if there is one
 or more executed Co-Sponsor Adoption Pages associated with the Agreement.

	
  
	
  

	
 22.11
	
 Aggregate Limit. The limit
 imposed under the Multiple Use Test on amounts subject to both the ADP Test
 and the ACP Test. See Section 17.4(a).

	
  
	
  

	
 22.12
	
 Alternate Payee. A person
 designated to receive all or a portion of the Participant’s benefit pursuant
 to a QDRO. See Section 11.5.

	
  
	
  

	
 22.13
	
 Anniversary Year Method. A
 method for determining Eligibility Computation Periods after an Employee’s
 initial Eligibility Computation Period. See Section 1.4(c)(2) for more
 detailed discussion of the Anniversary Year Method.

	
  
	
  

	
 22.14
	
 Anniversary Years. An
 alternative period for measuring Vesting Computation Periods. See Section
 4.4.




119











	
 22.15

 	
 Annual Additions. The
 amounts taken into account under a Defined Contribution Plan for purposes of
 applying the limitation on allocations under Code §415. See Section 7.4(a)
 for the definition of Annual Additions.

 
	
  
	
  

	
 22.16

 	
 Annual Additions Limitation. The
 limit on the amount of Annual Additions a Participant may receive under the
 Plan during a Limitation Year. See Article 7.

 
	
  
	
  

	
 22.17

 	
 Annuity Starting Date. This
 Plan does not use the term Annuity Starting Date. To determine whether the
 notice and consent requirements in Articles 8 and 9 are satisfied, the
 Distribution Commencement Date (see Section 22.56) is used, even for a
 distribution that is made in the form of an annuity. However, the payment
 made on the Distribution Commencement Date under an annuity form of payment
 may reflect annuity payments that are calculated with reference to an
 “annuity starting date” that occurs prior to the Distribution Commencement
 Date (e.g., the first day of the month in which the Distribution Commencement
 Date falls).

 
	
  
	
  

	
 22.18

 	
 Applicable Life Expectancy. The
 Life Expectancy used to determine a Participant’s required minimum
 distribution under Article 10. See Section 10.3(d).

 
	
  
	
  

	
 22.19

 	
 Applicable Percentage. The
 maximum percentage of Excess Compensation that may be allocated to Eligible
 Participants under the Permitted Disparity Method. See Article 2.

 
	
  
	
  

	
 22.20

 	
 Average Compensation. The
 average of a Participant’s annual Included Compensation during the Averaging
 Period designated under Part 3, #11 of the target benefit plan Agreement. See
 Section 2.5(d)(1) for a complete definition of Average Compensation.

 
	
  
	
  

	
 22.21

 	
 Averaging Period. The
 period used for determining an Employee’s Average Compensation. Unless
 modified under Part 3, #11.a. of the target benefit plan Agreement, the
 Averaging Period is the three (3) consecutive Measuring Periods during the
 Participant’s Employment Period which produces the highest Average
 Compensation.

 
	
  
	
  

	
 22.22

 	
 Balance Forward Method. A
 method for allocating net income or loss to Participants’ Accounts based on
 the Account Balance as of the most recent Valuation Date under the Plan. See
 Section 13.4(a).

 
	
  
	
  

	
 22.23

 	
 Basic Plan Document. See
 the definition for BPD.

 
	
  
	
  

	
 22.24

 	
 Beneficiary. A person
 designated by the Participant (or by the terms of the Plan) to receive a
 benefit under the Plan upon the death of the Participant. See Section 8.4(c)
 for the applicable rules for determining a Participant’s Beneficiaries under
 the Plan.

 
	
  
	
  

	
 22.25

 	
 BPD. The BPD (sometimes
 referred to as the “Basic Plan Document”) is the portion of the Plan that
 contains the non-elective provisions. The provisions under the BPD may be
 supplemented or modified by elections the Employer makes under the Agreement
 or by separate governing documents that are expressly authorized by the BPD.

 
	
  
	
  

	
 22.26

 	
 Break-in-Service - Eligibility.
 Generally, an Employee incurs a Break-in-Service for eligibility purposes for
 each Eligibility Computation Period during which the Employee does not
 complete more than 500 Hours of Service with the Employer. However, if the
 Employer elects under Part 7 of the Agreement to require less than 1,000
 Hours of Service to earn a Year of Service for eligibility purposes, a Break
 in Service will occur for any Eligibility Computation Period during which the
 Employee does not complete more than one-half (1/2) of the Hours of Service
 required to earn a Year of Service. (See Section 1.6 for a discussion of the
 eligibility Break-in-Service rules. Also see Section 6.5(b) for rules
 applicable to the determination of a Break in Service when the Elapsed Time
 Method is used.)

 
	
  
	
  

	
 22.27

 	
 Break-in-Service - Vesting.
 Generally, an Employee incurs a Break-in-Service for vesting purposes for
 each Vesting Computation Period during which the Employee does not complete
 more than 500 Hours of Service with the Employer. However, if the Employer
 elects under Part 7 of the Agreement to require less than 1,000 Hours of
 Service to earn a Year of Service for vesting purposes, a Break in Service
 will occur for any Vesting Computation Period during which the Employee does
 not complete more than one-half (1/2) of the Hours of Service required to
 earn a Year of Service. (See Section 4.6 for a discussion of the vesting
 Break-in-Service rules. Also see Section 6.5(b) for rules applicable to the
 determination of a Break in Service when the Elapsed Time Method is used.)

 
	
  
	
  

	
 22.28

 	
 Calendar Year Election. A
 special election used for determining the Lookback Year in applying the
 Highly Compensated Employee test under Section 22.99.

 
	
  
	
  

	
 22.29

 	
 Cash-Out Distribution. A
 total distribution made to a partially vested Participant upon termination of
 participation under the Plan. See Section 5.3(a) for the rules regarding the
 forfeiture of nonvested benefits upon a Cash-Out Distribution from the Plan.

 
	
  
	
  

	
 22.30

 	
 Code. The Internal Revenue
 Code of 1986, as amended.

 



120












	
 22.31

 	
 Code §415 Safe Harbor Compensation. An optional definition of compensation used to determine Total
 Compensation. This definition may be selected under Part 3, #9.c. of the
 Agreement. See Section 22.197(c) for the definition of Code §415 Safe Harbor
 Compensation.

 
	
  
	
  

	
 22.32

 	
 Compensation Dollar Limitation. The
 maximum amount of compensation that can be taken into account for any Plan
 Year for purposes of determining a Participant’s Included Compensation (see
 Section 22.102) or Testing Compensation (see Section 22.190). For Plan Years
 beginning on or after January 1, 1994, the Compensation Dollar Limitation is
 $150,000, as adjusted for increases in the cost-of-living in accordance with
 Code §401(a)(17)(B).

 
	
  
	
  

	
  
	
 In
 determining the Compensation Dollar Limitation for any applicable period for
 which Included Compensation or Testing Compensation is being determined (the
 “determination period”), the cost-of-living adjustment in effect for a
 calendar year applies to any determination period beginning with or within
 such calendar year. If a determination period consists of fewer than 12
 months, the Compensation Dollar Limitation for such period is an amount equal
 to the otherwise applicable Compensation Dollar Limitation multiplied by a
 fraction, the numerator of which is the number of months in the short determination
 period, and the denominator of which is 12. A determination period will not
 be considered to be less than 12 months merely because compensation is taken
 into account only for the period the Employee is an Eligible Participant. If
 Section 401(k) Deferrals, Employer Matching Contributions, or Employee
 After-Tax Contributions are separately determined for each pay period, no
 proration of the Compensation Dollar Limitation is required with respect to
 such pay periods.

 
	
  
	
  

	
  
	
 For Plan
 Years beginning on or after January 1, 1989, and before January 1, 1994, the
 Compensation Dollar Limitation taken into account for determining all
 benefits provided under the Plan for any Plan Year shall not exceed $200,000.
 This limitation shall be adjusted by the Secretary at the same time and in
 the same manner as under Code §415(d), except that the dollar increase in
 effect on January 1 of any calendar year is effective for Plan Years
 beginning in such calendar year and the first adjustment to the $200,000
 limitation is effective on January 1, 1990.

	
  
	
  

	
  
	
 If
 compensation for any prior determination period is taken into account in
 determining a Participant’s allocations for the current Plan Year, the
 compensation for such prior determination period is subject to the applicable
 Compensation Dollar Limitation in effect for that prior period. For this
 purpose, in determining allocations in Plan Years beginning on or after
 January 1, 1989, the Compensation Dollar Limitation in effect for
 determination periods beginning before that date is $200,000. In addition, in
 determining allocations in Plan Years beginning on or after January 1, 1994,
 the Compensation Dollar Limitation in effect for determination periods
 beginning before that date is $150,000.

	
  
	
  

	
 22.33
	
 Co-Sponsor. A Related
 Employer that adopts this Plan by executing the Co-Sponsor Adoption Page
 under the Agreement. See Article 21 for the rules applicable to contributions
 and deductions for contributions made by a Co-Sponsor.

	
  
	
  

	
 22.34
	
 Co-Sponsor Adoption Page. The
 execution page under the Agreement that permits a Related Employer to adopt
 this Plan as a Co-Sponsor. See Article 21.

	
  
	
  

	
 22.35
	
 Covered Compensation. The
 average (without indexing) of the Taxable Wage Bases in effect for each
 calendar year during the 35-year period ending with the last day of the
 calendar year in which the Participant attains (or will attain) Social
 Security Retirement Age. See Section 2.5(d)(2).

	
  
	
  

	
 22.36
	
 Cumulative Disparity Limit.
 A limit on the amount of permitted disparity that may be provided under the
 target benefit plan Agreement. See Section 2.5(c)(3)(iv).

	
  
	
  

	
 22.37
	
 Current Year Testing Method. A
 method for applying the ADP Test and/or the ACP Test. See Section 17.2(a)(2)
 for a discussion of the Current Year Testing Method under the ADP Test and
 17.3(a)(2) for a discussion of the Current Year Testing Method under the ACP
 Test.

	
  
	
  

	
 22.38
	
 Custodian. An organization
 that has custody of all or any portion of the Plan assets. See Section 12.11.

	
  
	
  

	
 22.39
	
 Davis-Bacon Act Service. A
 Participant’s service used to apply the Davis-Bacon Contribution Formula
 under Part 4 of the Nonstandardized Agreement [Part 4C of the Nonstandardized
 401(k) Agreement]. For this purpose, Davis-Bacon Act Service is any service
 performed by an Employee under a public contract subject to the Davis-Bacon
 Act or to any other federal, state or municipal prevailing wage law. See
 Section 2.2(a)(1).

	
  
	
  

	
 22.40
	
 Davis-Bacon Contribution Formula. The Employer may elect under Part 4 of the Nonstandardized
 Agreement [Part 4C of the Nonstandardized 401(k) Agreement] to provide an
 Employer Contribution for each Eligible Participant who performs Davis-Bacon
 Act Service. (See Section 2.2(a)(1) (profit sharing plan and 401(k) plan) and
 Section 2.4(e) (money purchase plan) for special rules regarding the
 application of the Davis-Bacon Contribution Formula.)

	
  
	
  

	
 22.41
	
 Defined Benefit Plan. A
 plan under which a Participant’s benefit is based solely on the Plan’s
 benefit formula without the establishment of separate Accounts for
 Participants.




121











	
 22.42

 	
 Defined Benefit Plan Fraction. A
 component of the combined limitation test under Code §415(e) for Employers
 that maintain or ever maintained both a Defined Contribution and a Defined
 Benefit Plan. See Section 7.5 (b)(1).

 
	
  
	
  

	
 22.43

 	
 Defined Contribution Plan. A
 plan that provides for individual Accounts for each Participant to which all
 contributions, forfeitures, income, expenses, gains and losses under the Plan
 are credited or deducted. A Participant’s benefit under a Defined
 Contribution Plan is based solely on the fair market value of his/her vested
 Account Balance.

 
	
  
	
  

	
 22.44

 	
 Defined Contribution Plan Dollar Limitation. The maximum dollar amount of Annual Additions an Employee may
 receive under the Plan. See Section 7.4(b).

 
	
  
	
  

	
 22.45

 	
 Defined Contribution Plan Fraction. A
 component of the combined limitation test under Code §415(e) for Employers
 that maintain or ever maintained both a Defined Contribution and a Defined
 Benefit Plan. See Section 7.5(b)(2).

 
	
  
	
  

	
 22.46

 	
 Designated Beneficiary. A
 Beneficiary who is designated by the Participant (or by the terms of the
 Plan) and whose Life Expectancy is taken into account in determining minimum
 distributions under Code §401(a)(9). See Article 10.

 
	
  
	
  

	
 22.47

 	
 Determination Date. The
 date as of which the Plan is tested to determine whether it is a Top-Heavy
 Plan. See Section 16.3(a).

 
	
  
	
  

	
 22.48

 	
 Determination Period. The
 period during which contributions to the Plan are tested to determine if the
 Plan is a Top-Heavy Plan. See Section 16.3(b).

 
	
  
	
  

	
 22.49

 	
 Determination Year. The
 Plan Year for which an Employee’s status as a Highly Compensated Employee is
 being determined. See Section 22.99(b)(1).

 
	
  
	
  

	
 22.50

 	
 Directed Account. The Plan
 assets under a Trust which are held for the benefit of a specific
 Participant. See Section 13.4(b).

 
	
  
	
  

	
 22.51

 	
 Directed Trustee. A Trustee
 is a Directed Trustee to the extent that the Trustee’s investment powers are
 subject to the direction of another person. See Section 12.2(b).

 
	
  
	
  

	
 22.52

 	
 Direct Rollover. A
 rollover, at the Participant’s direction, of all or a portion of the
 Participant’s vested Account Balance directly to an Eligible Retirement Plan.
 See Section 8.8.

 
	
  
	
  

	
 22.53

 	
 Disabled. Except as
 modified under Part 13, #55 of the Agreement [Part 13, #73 of the 401(k)
 Agreement], an individual is considered Disabled for purposes of applying the
 provisions of this Plan if the individual is unable to engage in any
 substantial gainful activity by reason of a medically determinable physical
 or mental impairment that can be expected to result in death or which has
 lasted or can be expected to last for a continuous period of not less than 12
 months. The permanence and degree of such impairment shall be supported by
 medical evidence.

 
	
  
	
  

	
 22.54

 	
 Discretionary Trustee. A
 Trustee is a Discretionary Trustee to the extent the Trustee has exclusive
 authority and discretion to invest, manage or control the Plan assets without
 direction from any other person. See Section 12.2(a).

 
	
  
	
  

	
 22.55

 	
 Distribution Calendar Year. A
 calendar year for which a minimum distribution is required. See Section
 10.3(f).

 
	
  
	
  

	
 22.56

 	
 Distribution Commencement Date. The date an Employee commences distribution from the Plan. If a
 Participant commences distribution with respect to a portion of his/her
 Account Balance, a separate Distribution Commencement Date applies to any
 subsequent distribution. If distribution is made in the form of an annuity,
 the Distribution Commencement Date may be treated as the first day of the
 first period for which annuity payments are made.

 
	
  
	
  

	
 22.57

 	
 Early Retirement Age. The
 age and/or Years of Service requirement prescribed by Part 5, #17 of the
 Agreement [Part 5, #35 of the 401(k) Agreement]. Early Retirement Age may be
 used to determine distribution rights and/or vesting rights. The Plan is not
 required to have an Early Retirement Age.

 
	
  
	
  

	
 22.58

 	
 Earned Income. Earned
 Income is the net earnings from self-employment in the trade or business with
 respect to which the Plan is established, and for which personal services of
 the individual are a material income-producing factor. Net earnings will be
 determined without regard to items not included in gross income and the
 deductions allocable to such items. Net earnings are reduced by contributions
 by the Employer to a qualified plan to the extent deductible under Code §404.
 Net earnings shall be determined after the deduction allowed to the taxpayer
 by Code §164(f). If Included Compensation is defined to exclude any items of
 Compensation (other than Elective Deferrals), then for purposes of
 determining the Included Compensation of a Self-Employed Individual, Earned
 Income shall be adjusted by multiplying Earned Income by the percentage of
 Total Compensation that is included for the Eligible Participants who are
 Nonhighly Compensated Employees. The percentage is determined by calculating
 the percentage of each Nonhighly Compensated Eligible Participant’s Total
 Compensation that is included in the definition of Included Compensation and
 averaging those percentages.

 



122












	
 22.59

 	
 Effective Date. The date
 this Plan, including any restatement or amendment of this Plan, is effective.
 Where the Plan is restated or amended, a reference to Effective Date is the
 effective date of the restatement or amendment, except where the context
 indicates a reference to an earlier Effective Date. If this Plan is
 retroactively effective, the provisions of this Plan generally control.
 However, if the provisions of this Plan are different from the provisions of
 the Employer’s prior plan and, after the retroactive Effective Date of this
 Plan, the Employer operated in compliance with the provisions of the prior
 plan, the provisions of such prior plan are incorporated into this Plan for
 purposes of determining whether the Employer operated the Plan in compliance
 with its terms, provided operation in compliance with the terms of the prior
 plan do not violate any qualification requirements under the Code,
 regulations, or other IRS guidance.

 
	
  
	
  

	
  
	
 The Employer
 may designate special effective dates for individual provisions under the
 Plan where provided in the Agreement or under Appendix A of the Agreement. If
 one or more qualified retirement plans have been merged into this Plan, the
 provisions of the merging plan(s) will remain in full force and effect until
 the Effective Date of the plan merger(s), unless provided otherwise under
 Appendix A-12 of the Agreement [Appendix A-16 of the 401(k) Agreement]. See
 Section 20.1 for special effective date provisions relating to the changes
 required under the GUST Legislation.

 
	
  
	
  

	
 22.60
	
 Elapsed Time Method. The
 Elapsed Time Method is a special method for crediting service for
 eligibility, vesting or for applying the allocation conditions under Part 4
 of the Agreement. To apply the Elapsed Time Method for eligibility or
 vesting, the Employer must elect the Elapsed Time Method under Part 7 of the
 Agreement. To apply the Elapsed Time Method to determine an Employee’s
 eligibility for an allocation under the Plan, the Employer must elect the
 Elapsed Time Method under Part 4, #15.e. of the Nonstandardized Agreement
 [Part 4B, #19.e. and/or Part 4C, #24.e. of the Nonstandardized 401(k)
 Agreement]. (See Section 6.5(b) for more information on the Elapsed Time
 Method of crediting service for eligibility and vesting and Section 2.6(c)
 for information on the Elapsed Time Method for allocation conditions.)

	
  
	
  

	
 22.61
	
 Elective Deferrals. Section
 401(k) Deferrals, salary reduction contributions to a SEP described in Code
 §§408(k)(6) and 402(h)(1)(B) (sometimes referred to as a SARSEP),
 contributions made pursuant to a Salary Reduction Agreement to a contract,
 custodial account or other arrangement described in Code §403(b), and
 elective contributions made to a SIMPLE-IRA plan, as described in Code
 §408(p). Elective Deferrals shall not include any amounts properly
 distributed as an Excess Amount under §415 of the Code.  

	
  
	
  

	
 22.62
	
 Eligibility Computation Period. The 12-consecutive month period used for measuring whether an
 Employee completes a Year of Service for eligibility purposes. An Employee’s
 initial Eligibility Computation Period always begins on the Employee’s
 Employment Commencement Date. Subsequent Eligibility Computation Periods are
 measured under the Shift-to-Plan-Year Method or the Anniversary Year Method.
 See Section 1.4(c).

	
  
	
  

	
 22.63
	
 Eligible Participant. Except
 as provided under Part 1, #6 of the Agreement, an Employee (other than an
 Excluded Employee) becomes an Eligible Participant on the appropriate Entry
 Date (as selected under Part 2 of the Agreement) following satisfaction of
 the Plan’s minimum age and service conditions (as designated in Part 1 of the
 Agreement). See Article 1 for the rules regarding participation under the
 Plan.

	
  
	
  

	
  
	
 For purposes
 of the 401(k) Agreement, an Eligible Participant is any Employee (other than
 an Excluded Employee) who has satisfied the Plan’s minimum age and service
 conditions designated in Part 1 of the Agreement with respect to a particular
 contribution. With respect to Section 401(k) Deferrals or Employee After-Tax
 Contributions, an Employee who has satisfied the eligibility conditions under
 Part 1 of the Agreement for making Section 401(k) Deferrals or Employee
 After-Tax Contribution is an Eligible Participant with respect to such
 contributions, even if the Employee chooses not to actually make any such
 contributions. With respect to Employer Matching Contributions, an Employee
 who has satisfied the eligibility conditions under Part 1 of the Agreement
 for receiving such contributions is an Eligible Participant with respect to
 such contributions, even if the Employee does not receive an Employer
 Matching Contribution (including forfeitures) because of the Employee’s
 failure to make Section 401(k) Deferrals or Employee After-Tax Contributions,
 as applicable.

	
  
	
  

	
 22.64
	
 Eligible Rollover Distribution.
 An amount distributed from the Plan that is eligible for rollover to an
 Eligible Retirement Plan. See Section 8.8(a).

	
  
	
  

	
 22.65
	
 Eligible Retirement Plan. A
 qualified retirement plan or IRA that may receive a rollover contribution.
 See Section 8.8(b).

	
  
	
  

	
 22.66
	
 Employee. An Employee is
 any individual employed by the Employer (including any Related Employers). An
 independent contractor is not an Employee. An Employee is not eligible to
 participate under the Plan if the individual is an Excluded Employee under
 Section 1.2. (See Section 1.3 for rules regarding coverage of Employees of
 Related Employers.) For purposes of applying the provisions under this Plan,
 a Self-Employed Individual (including a partner in a partnership) is treated
 as an Employee. A Leased Employee is also treated as an Employee of the
 recipient organization, as provided in Section 1.2(b).




123











	
 22.67

 	
 Employee After-Tax Contribution Account. The portion of the Participant’s Account attributable to
 Employee After-Tax Contributions.

 
	
  
	
  

	
 22.68

 	
 Employee After-Tax Contributions. Employee After-Tax Contributions are contributions made to the
 Plan by or on behalf of a Participant that is included in the Participant’s
 gross income in the year in which made and that is maintained under a
 separate Employee After-Tax Contribution Account to which earnings and losses
 are allocated. Employee After-Tax Contributions may only be made under the
 Nonstandardized 401(k) Agreement. See Section 3.1.

 
	
  
	
  

	
 22.69

 	
 Employer. Except as
 otherwise provided, Employer means the Employer (including a Co-Sponsor) that
 adopts this Plan and any Related Employer. (See Section 1.3 for rules
 regarding coverage of Employees of Related Employers. Also see Section 11.8
 for operating rules when the Employer is a member of a Related Employer
 group, and Article 21 for rules that apply to Related Employers that execute
 a Co-Sponsor Adoption Page under the Agreement.)

 
	
  
	
  

	
 22.70

 	
 Employer Contribution Account. If
 this Plan is a profit sharing plan (other than a 401(k) plan), a money
 purchase plan, or a target benefit plan, the Employer Contribution Account is
 the portion of the Participant’s Account attributable to contributions made
 by the Employer. If this is a 401(k) plan, the Employer Contribution Account
 is the portion of the Participant’s Account attributable to Employer Nonelective
 Contributions, other than QNECs or Safe Harbor Nonelective Contributions.

 
	
  
	
  

	
 22.71

 	
 Employer Contributions. If
 this Plan is a profit sharing plan (other than a 401(k) plan), a money
 purchase plan, or a target benefit plan, Employer Contributions are any
 contributions the Employer makes pursuant to Part 4 of to the Agreement. If
 this Plan is a 401(k) plan, Employer Contributions include Employer
 Nonelective Contributions and Employer Matching Contributions, including
 QNECs, QMACs and Safe Harbor Contributions that the Employer makes under the
 Plan. Employer Contributions also include any Section 401(k) Deferrals an
 Employee makes under the Plan, unless the Plan expressly provides for
 different treatment of Section 401(k) Deferrals.

 
	
  
	
  

	
 22.72

 	
 Employer Matching Contribution Account. The
 portion of the Participant’s Account attributable to Employer Matching
 Contributions, other than QMACs or Safe Harbor Matching Contributions.

 
	
  
	
  

	
 22.73

 	
 Employer Matching Contributions. Employer Matching Contributions are contributions made by the
 Employer on behalf of a Participant on account of Section 401(k) Deferrals or
 Employee After-Tax Contributions made by such Participant, as designated
 under Parts 4B(b) of the 401(k) Agreement. Employer Matching Contributions
 may only be made under the 401(k) Agreement. Employer Matching Contributions
 also include any QMACs the Employer makes pursuant to Part 4B, #18 of the
 401(k) Agreement and any Safe Harbor Matching Contributions the Employer
 makes pursuant to Part 4E of the 401(k) Agreement. See Section 2.3(b).

 
	
  
	
  

	
 22.74

 	
 Employer Nonelective Contributions. Employer Nonelective Contributions are contributions made by
 the Employer on behalf of Eligible Participants under the 401(k) Plan, as
 designated under Part 4C of the 401(k) Agreement. Employer Nonelective
 Contributions also include any QNECs the Employer makes pursuant to Part 4C,
 #22 of the 401(k) Agreement and any Safe Harbor Nonelective Contributions the
 Employer makes pursuant to Part 4E of the 401(k) Agreement. See Section 2.3(d).

 
	
  
	
  

	
 22.75

 	
 Employment Commencement Date.
 The date the Employee first performs an Hour of Service for the Employer. For
 purposes of applying the Elapsed Time rules under Section 6.5(b), an Hour of
 Service is limited to an Hour of Service as described in Section 22.101(a).

 
	
  
	
  

	
 22.76

 	
 Employment Period. The
 period as defined in Part 3, #11.c. of the target benefit plan Agreement used
 to determine an Employee’s Average Compensation. See Section 2.5(d)(1)(iii).

 
	
  
	
  

	
 22.77

 	
 Entry Date. The date on
 which an Employee becomes an Eligible Participant upon satisfying the Plan’s
 minimum age and service conditions. See Section 1.5.

 
	
  
	
  

	
 22.78

 	
 Equivalency Method. An
 alternative method for crediting Hours of Service for purposes of eligibility
 and vesting. To apply, the Employer must elect the Equivalency Method under
 Part 7 of the Agreement. See Section 6.5(a) for a more detailed discussion of
 the Equivalency Method.

 
	
  
	
  

	
 22.79

 	
 ERISA. The Employee
 Retirement Income Security Act of 1974, as amended.

 
	
  
	
  

	
 22.80

 	
 Excess Aggregate Contributions. Amounts
 which are distributed to correct the ACP Test. See Section 17.7(c).

 
	
  
	
  

	
 22.81

 	
 Excess Amount. Amounts
 which exceed the Annual Additions Limitation. See Section 7.4(c).

 
	
  
	
  

	
 22.82

 	
 Excess Compensation. The
 amount of Included Compensation which exceeds the Integration Level. Excess
 Compensation is used for purposes of applying the Permitted Disparity
 allocation formula under the profit sharing or 401(k) plan Agreement (see
 Section 2.2(b)(2)) or under the money purchase plan Agreement (see Section
 2.4(c)) or for applying the Integration Formulas under the target benefit
 plan Agreement (see Section 2.5(d)(3)).

 



124












	
 22.83

 	
 Excess Contributions. Amounts
 which are distributed to correct the ADP Test. See Section 17.7(d).

 
	
  
	
  

	
 22.84

 	
 Excess Deferrals. Elective
 Deferrals that are includible in a Participant’s gross income because they
 exceed the dollar limitation under Code §402(g). Excess Deferrals made to
 this Plan shall be treated as Annual Additions under the Plan, unless such
 amounts are distributed no later than the first April 15 following the close
 of the Participant’s taxable year for which the Excess Deferrals are made.
 See Section 17.1.

 
	
  
	
  

	
 22.85

 	
 Excluded Employee. An
 Employee who is excluded under Part 1, #4 of the Agreement. See Section 1.2.

 
	
  
	
  

	
 22.86

 	
 Fail-Safe Coverage Provision. A
 correction provision that permits the Plan to automatically correct a
 coverage violation resulting from the application of a last day of employment
 or Hours of Service allocation condition. See Section 2.7.

 
	
  
	
  

	
 22.87

 	
 Favorable IRS Letter. A
 notification letter or opinion letter issued by the IRS to a Prototype
 Sponsor as to the qualified status of a Prototype Plan. A separate Favorable
 IRS Letter is issued with respect to each Agreement offered under the Prototype
 Plan. If the term is used to refer to a letter issued to an Employer with
 respect to its adoption of this Prototype Plan, such letter is a
 determination letter issued by the IRS.

 
	
  
	
  

	
 22.88

 	
 Five-Percent Owner. An
 individual who owns (or is considered as owning within the meaning of Code
 §318) more than 5 percent of the outstanding stock of the Employer or stock
 possessing more than 5 percent of the total combined voting power of all
 stock of the Employer. If the Employer is not a corporation, a Five-Percent
 Owner is an individual who owns more than 5 percent of the capital or profits
 interest of the Employer.

 
	
  
	
  

	
 22.89

 	
 Five-Year Forfeiture Break in Service. A Break in Service rule under which a Participant’s nonvested
 benefit may be forfeited. See Section 4.6(b).

 
	
  
	
  

	
 22.90

 	
 Flat Benefit. A
 Nonintegrated Benefit Formula under Part 4 of the target benefit plan
 Agreement that provides for a Stated Benefit equal to a specified percentage
 of Average Compensation. See Section 2.5(c)(1)(i).

 
	
  
	
  

	
 22.91

 	
 Flat Excess Benefit. An
 Integrated Benefit Formula under Part 4 of the target benefit plan Agreement
 that provides for a Stated Benefit equal to a specified percentage of Average
 Compensation plus a specified percentage of Excess Compensation. See Section
 2.5(c)(2)(i).

 
	
  
	
  

	
 22.92

 	
 Flat Offset Benefit. An
 Integrated Benefit Formula under Part 4 of the target benefit plan Agreement
 that provides for a Stated Benefit equal to a specified percentage of Average
 Compensation which is offset by a specified percentage of Offset
 Compensation. See Section 2.5(c)(2)(iii).

 
	
  
	
  

	
 22.93

 	
 Former Related Employer. A
 Related Employer (as defined in Section 22.164) that ceases to be a Related
 Employer because of an acquisition or disposition of stock or assets, a
 merger, or similar transaction. See Section 21.4 for the effect when a
 Co-Sponsor becomes a Former Related Employer.

 
	
  
	
  

	
 22.94

 	
 Four-Step Formula. A method for allocating
 certain Employer Contributions under the Permitted Disparity Method. See
 Section 2.2(b)(2)(ii).

 
	
  
	
  

	
 22.95

 	
 General Trust Account. The
 Plan assets under a Trust which are held for the benefit of all Plan
 Participants as a pooled investment. See Section 13.4(a).

 
	
  
	
  

	
 22.96

 	
 GUST Legislation. GUST
 Legislation refers to the Uruguay Round Agreements Act (GATT), the Uniformed Services
 Employment and Reemployment Rights Act of 1994 (USERRA) the Small Business
 Job Protection Act of 1996 (SBJPA), the Taxpayer Relief Act of 1997 (TRA
 ‘97), and the Internal Revenue Service Restructuring and Reform Act of 1998.
 See Article 20 for special rules for demonstrating compliance with the
 qualification changes under the GUST Legislation.

 
	
  
	
  

	
 22.97

 	
 Hardship. A heavy and
 immediate financial need which meets the requirements of Section 8.6.

 
	
  
	
  

	
 22.98

 	
 Highest Average Compensation. A
 term used to apply the combined plan limit under Code §415(e). See Section
 7.5(b)(3).

 
	
  
	
  

	
 22.99

 	
 Highly Compensated Employee.
 The definition of Highly Compensated Employee under this Section is effective
 for Plan Years beginning after December 31, 1996. For Plan Years beginning
 before January 1, 1997, Highly Compensated Employees are determined under
 Code §414(q) as in effect at that time.

 
	
  
	
  
	
  

	
  
	
 (a)

 	
 Definition. An Employee is
 a Highly Compensated Employee for a Plan Year if he/she:

 



125












	
  
	
  
	
 (1)
	
 is a
 Five-Percent Owner (as defined in Section 22.88) at any time during the
 Determination Year or the Lookback Year; or

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 has Total
 Compensation from the Employer for the Lookback Year in excess of $80,000 (as
 adjusted) and, if elected under Part 13, #50.a. of the Agreement [Part 13,
 #68.a. of the 401(k) Agreement], is in the Top-Paid Group for the Lookback
 Year. If the Employer does not specifically elect to apply the Top-Paid Group
 Test, the Highly Compensated Employee definition will be applied without
 regard to whether an Employee is in the Top-Paid Group. The $80,000 amount is
 adjusted at the same time and in the same manner as under Code §415(d),
 except that the base period is the calendar quarter ending September 30,
 1996.

	
  
	
  
	
  
	
  

	
  
	
 (b)
	
 Other Definitions. The
 following definitions apply for purposes of determining Highly Compensated
 Employee status under this Section 22.99.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Determination Year. The Determination Year
 is the Plan Year for which the Highly Compensated Employee determination is
 being made.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Lookback Year. Unless the Calendar Year
 Election (or Old-Law Calendar Year Election) applies, the Lookback Year is
 the 12-month period immediately preceding the Determination Year.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Total Compensation. Total Compensation as
 defined under Section 22.197.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (4)
	
 Top-Paid Group. An Employee is in the
 Top-Paid Group for purposes of applying the Top-Paid Group Test if the
 Employee is one of the top 20% of Employees ranked by Total Compensation. In
 determining the Top-Paid Group, any reasonable method of rounding or
 tie-breaking is permitted. For purposes of determining the number of
 Employees in the Top-Paid Group for any year, Employees described in Code
 §414(q)(5) or applicable regulations may be excluded.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (5)
	
 Calendar Year Election. If the Plan Year
 elected under the Agreement is not the calendar year, for purposes of
 applying the Highly Compensated Employee test under subsection (a)(2) above,
 the Employer may elect under Part 13, #50.b. of the Agreement [Part 13,
 #68.b. of the 401(k) Agreement] to substitute for the Lookback Year the
 calendar year that begins in the Lookback Year. The Calendar Year Election
 does not apply for purposes of applying the Five-Percent Owner test under
 subsection (a)(1) above. If the Employer does not specifically elect to apply
 the Calendar Year Election, the Calendar Year Election does not apply. The
 Calendar Year Election should not be selected if the Plan is using a calendar
 Plan Year.

	
  
	
  
	
  
	
  

	
  
	
  
	
 (6)
	
 Old-Law Calendar Year Election. A special
 election available under section 1.414(q)-1T of the temporary Income Tax
 Regulations and provided for in Notice 97-45 for the Plan Year beginning in
 1997 which permitted the Employer to substitute the calendar year beginning
 with or within the Plan Year for the Lookback Year in applying subsections
 (a)(1) and (a)(2) above. If the 1997 Plan Year was a calendar year, the
 effect of the Old-Law Calendar Year Election was to treat the Determination
 Year and the Lookback Year as the same 12-month period. The Employer may elect
 to apply the Old-Law Calendar Year Election under Appendix B-1.c. of the
 Agreement. See Section 20.2(c).

	
  
	
  
	
  
	
  

	
  
	
 (c)
	
 Application of Highly Compensated Employee definition. In determining whether an Employee is a Highly Compensated
 Employee for years beginning in 1997, the amendments to Code §414(q) as
 described above are treated as having been in effect for years beginning in
 1996. In determining an Employee’s status as a highly compensated former
 employee, the rules for the applicable Determination Year apply in accordance
 with section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and
 Notice 97-45.

	
  
	
  
	
  

	
 22.100
	
 Highly Compensated Employee Group. The group of Highly Compensated Employees who are included in
 the ADP Test and/or the ACP Test. See Section 17.7(e).

	
  
	
  

	
 22.101
	
 Hour of Service. Each
 Employee will receive credit for each Hour of Service as defined in this
 Section 22.101. An Employee will not receive credit for the same Hour of
 Service under more than one category listed below.

	
  
	
  

	
  
	
 (a)
	
 Performance of duties. Hours
 of Service include each hour for which an Employee is paid, or entitled to
 payment, for the performance of duties for the Employer. These hours will be
 credited to the Employee for the computation period in which the duties are
 performed.

	
  
	
  
	
  

	
  
	
 (b)
	
 Nonperformance of duties. Hours
 of Service include each hour for which an Employee is paid, or entitled to
 payment, by the Employer on account of a period of time during which no
 duties are performed (irrespective of whether the employment relationship has
 terminated) due to vacation, holiday, illness, incapacity (including
 disability), layoff, jury duty, military duty or leave of absence. No more
 than 501 hours of service




126











	
  
	
  
	
 will be credited under this paragraph for
 any single continuous period (whether or not such period occurs in a single
 computation period). Hours under this paragraph will be calculated and
 credited pursuant to §2530.200b-2 of the Department of Labor Regulations
 which is incorporated herein by this reference.

	
  
	
  
	
  

	
  
	
 (c)
	
 Back pay award. Hours of
 Service include each hour for which back pay, irrespective of mitigation of
 damages, is either awarded or agreed to by the Employer. The same Hours of
 Service will not be credited both under subsection (a) or subsection (b), as
 the case may be, and under this subsection (c). These hours will be credited
 to the Employee for the computation period or periods to which the award or
 agreement pertains rather than the computation period in which the award,
 agreement or payment is made.

	
  
	
  
	
  

	
  
	
 (d)
	
 Related Employers/Leased Employees. For purposes of crediting Hours of Service, all Related
 Employers are treated as a single Employer. Hours of Service will be credited
 for employment with any Related Employer. Hours of Service also include hours
 credited as a Leased Employee for a recipient organization.

	
  
	
  
	
  

	
  
	
 (e)
	
 Maternity/paternity leave. Solely
 for purposes of determining whether a Break in Service has occurred in a
 computation period, an individual who is absent from work for maternity or
 paternity reasons will receive credit for the Hours of Service which would
 otherwise have been credited to such individual but for such absence, or in
 any case in which such hours cannot be determined, 8 Hours of Service per day
 of such absence. For purposes of this paragraph, an absence from work for
 maternity or paternity reasons means an absence (1) by reason of the
 pregnancy of the individual, (2) by reason of a birth of a child of the
 individual, (3) by reason of the placement of a child with the individual in
 connection with the adoption of such child by such individual, or (4) for
 purposes of caring for such child for a period beginning immediately
 following such birth or placement. The Hours of Service credited under this
 paragraph will be credited (1) in the computation period in which the absence
 begins if the crediting is necessary to prevent a Break in Service in that
 period, or (2) in all other cases, in the following computation period.

	
  
	
  
	
  

	
 22.102
	
 Included Compensation. Included
 Compensation is Total Compensation, as modified under Part 3, #10 of the
 Agreement, used to determine allocations of contributions and forfeitures.
 Under the Nonstandardized Agreement, Included Compensation generally includes
 amounts an Employee earns with a Related Employer that has not executed a
 Co-Sponsor Adoption Page under the Agreement. However, the Employer may elect
 under Part 3, #10.b.(7) of the Nonstandardized Agreement [Part 3, #10.i. of
 the Nonstandardized 401(k) Agreement] to exclude all amounts earned with a
 Related Employer that has not executed a Co-Sponsor Adoption Page. Under the
 Standardized Agreement, Included Compensation always includes all
 compensation earned with all Related Employers, without regard to whether the
 Related Employer executes the Co-Sponsor Adoption Page. (See Section 21.5.)
 In no case may Included Compensation for any Participant exceed the
 Compensation Dollar Limitation as defined in Section 22.32. Included
 Compensation does not include any amounts earned while an individual is an
 Excluded Employee (as defined in Section 1.2 of this BPD).

	
  
	
  

	
  
	
 The Employer
 may select under Part 3, #10 of the 401(k) Agreement to provide a different
 definition of Included Compensation for determining Section 401(k) Deferrals,
 Employer Matching Contributions, and Employer Nonelective Contributions.
 Unless otherwise provided in Part 3, #10.j. of the Nonstandardized 401(k)
 Agreement, the definition of Included Compensation chosen for Section 401(k)
 Deferrals also applies to any Employee After-Tax Contributions and to any
 Safe Harbor Contributions designated under Part 4E of the Agreement; the
 definition of Included Compensation chosen for Employer Matching
 Contributions also applies to any QMACs; and the definition of Included
 Compensation chosen for Employer Nonelective Contributions also applies to
 any QNECs.

	
  
	
  

	
  
	
 The Employer
 may elect to exclude from the definition of Included Compensation any of the
 amounts permitted under Part 3, #10 of the Agreement. However, to use the
 same definition of compensation for purposes of nondiscrimination testing,
 the definition of Included Compensation must satisfy the nondiscrimination
 requirements of Code §414(s). The definition of Included Compensation will be
 deemed to be nondiscriminatory under Code §414(s) if the only amounts
 excluded are amounts under Part 3, #10.b.(1) – (3) of the Nonstandardized
 Agreement [Part 3, #10.c. – e. of the Nonstandardized 401(k) Agreement]. Any
 other exclusions could cause the definition of Included Compensation to fail
 to satisfy the nondiscrimination requirements of Code §414(s). If the
 definition of Included Compensation fails to satisfy the nondiscrimination
 requirements of Code §414(s), additional nondiscrimination testing may have
 to be performed to demonstrate compliance with the nondiscrimination
 requirements. The definition of Included Compensation under the Standardized
 Agreements must satisfy the nondiscrimination requirements under Code
 §414(s).

	
  
	
  

	
  
	
 If the Plan
 uses a Permitted Disparity Method under Part 4 of the Agreement or if the
 Plan is a Safe Harbor 401(k) Plan, the definition of Included Compensation
 must satisfy the nondiscrimination requirements under Code §414(s).
 Therefore, any exclusions from Included Compensation under Part 3, #10.b.(4)
 – (8) of the Nonstandardized Agreement [Part 3, #10.f. – j. of the
 Nonstandardized 401(k) Agreement] will apply only to Highly Compensated
 Employees, unless specifically provided otherwise under Part 3, #10.b.(8). of
 the Nonstandardized Agreement [Part 3, #10.j. of the Nonstandardized 401(k)
 Agreement].




127











	
  
	
 The Employer
 may elect under Part 3, #10.b.(1) of the Agreement [Part 3, #10.c. of the
 401(k) Agreement] to exclude Elective Deferrals, pre-tax contributions to a
 cafeteria plan or a Code §457 plan, and qualified transportation fringes
 under Code§132(f)(4). Generally, the exclusion of qualified transportation
 fringes is effective for Plan Years beginning on or after January 1, 2001.
 However, the Employer may elect an earlier effective date under Appendix
 B-3.c. of the Agreement.

	
  
	
  

	
 22.103
	
 Insurer. An insurance
 company that issues a life insurance policy on behalf of a Participant under
 the Plan in accordance with the requirements under Article 15.

	
  
	
  

	
 22.104
	
 Integrated Benefit Formula.
 A benefit formula under Part 4 of the target benefit plan Agreement that
 takes into account an Employee’s Social Security benefits. See Section
 2.5(c)(2).

	
  
	
  

	
 22.105
	
 Integration Level. The
 amount used for purposes of applying the Permitted Disparity Method
 allocation formula (or the Integrated Benefit Formulas under the target
 benefit plan Agreement). The Integration Level is the Taxable Wage Base,
 unless the Employer designates a different amount under Part 4 of the
 Agreement.

	
  
	
  

	
 22.106
	
 Investment Manager. A
 person (other than the Trustee) who (a) has the power to manage, acquire, or
 dispose of Plan assets (b) is an investment adviser, a bank, or an insurance
 company as described in §3(38)(B) of ERISA, and (c) acknowledges fiduciary
 responsibility to the Plan in writing.

	
  
	
  

	
 22.107
	
 Key Employee. Employees who
 are taken into account for purposes of determining whether the Plan is a
 Top-Heavy Plan. See Section 16.3(c).

	
  
	
  

	
 22.108
	
 Leased Employee. An
 individual who performs services for the Employer pursuant to an agreement
 between the Employer and a leasing organization, and who satisfies the
 definition of a Leased Employee under Code §414(n). See Section 1.2(b) for
 rules regarding the treatment of a Leased Employee as an Employee of the
 Employer.

	
  
	
  

	
 22.109
	
 Life Expectancy. A
 Participant’s and/or Designated Beneficiary’s life expectancy used for
 purposes of determining required minimum distributions under the Plan. See
 Section 10.3(e).

	
  
	
  

	
 22.110
	
 Limitation Year. The
 measuring period for determining whether the Plan satisfies the Annual
 Additions Limitation under Section 7.4(d).

	
  
	
  

	
 22.111
	
 Lookback Year. The 12-month
 period immediately preceding the current Plan Year during which an Employee’s
 status as Highly Compensated Employee is determined. See Section 22.99(b)(2).

	
  
	
  

	
 22.112
	
 Maximum Disparity Percentage.
 The maximum amount by which the designated percentage of Excess Compensation
 under an Excess Benefit formula under Part 4 of the target benefit plan
 Agreement may exceed the designated percentage of Average Compensation. See
 Section 2.5(c)(3)(i).

	
  
	
  

	
 22.113
	
 Maximum Offset Percentage.
 The maximum amount that may be designated as the offset percentage under an
 Offset Benefit formula under Part 4 of the target benefit plan Agreement. See
 Section 2.5(c)(3)(ii).

	
  
	
  

	
 22.114
	
 Maximum Permissible Amount. The
 maximum amount that may be allocated to a Participant’s Account within the
 Annual Additions Limitation. See Section 7.4(e).

	
  
	
  

	
 22.115
	
 Measuring Period. The
 period for which Average Compensation or Offset Compensation is measured
 under the target benefit plan Agreement. Unless elected otherwise under Part
 3, #11.b. or Part 3, #12.a. of the target benefit plan Agreement, as
 applicable, the Measuring Period is the Plan Year (or the 12-month period
 ending on the last day of the Plan Year for a short Plan Year). See Sections
 2.5(d)(1)(ii) and 2.5(d)(5)(i).

	
  
	
  

	
 22.116
	
 Multiple Use Test. A
 special nondiscrimination test that applies when the Plan must perform both
 the ADP Test and the ACP Test in the same Plan Year. See Section 17.4.

	
  
	
  

	
 22.117
	
 Named Fiduciary. The Plan
 Administrator or other fiduciary named by the Plan Administrator to control
 and manage the operation and administration of the Plan. To the extent
 authorized by the Plan Administrator, a Named Fiduciary may delegate its
 responsibilities to a third party or parties. The Employer shall also be a
 Named Fiduciary.

	
  
	
  

	
 22.118
	
 Net Profits. The Employer’s
 net income or profits that may be used to limit the amount of Employer
 Contributions made under the Plan. See Section 2.2(a)(2).

	
  
	
  

	
 22.119
	
 New Related Employer. An
 organization that becomes a Related Employer (as defined in Section 22.164)
 with the Employer by reason of an acquisition or disposition of stock or
 assets, a merger, or similar transaction. See Section 21.5 for special
 procedures under a Standardized Agreement when there is a New Related
 Employer.




128











	
 22.120

 	
 Nonhighly Compensated Employee. Any Employee who is not a Highly Compensated Employee. See
 Section 22.99 for the definition of Highly Compensated Employee.

 
	
  
	
  

	
 22.121

 	
 Nonhighly Compensated Employee Group. The
 group of Nonhighly Compensated Employees included in the ADP Test and/or the
 ACP Test. See Section 17.7(f).

 
	
  
	
  

	
 22.122

 	
 Nonintegrated Benefit Formula.
 A benefit formula under Part 4 of the target benefit plan Agreement that does
 not take into account an Employee’s Social Security benefits. See Section
 2.5(c)(1).

 
	
  
	
  

	
 22.123

 	
 Non-Key Employee. Any
 Employee who is not a Key Employee. (See Section 16.3(c).)

 
	
  
	
  

	
 22.124

 	
 Nonresident Alien Employees. An
 Employee who is neither a citizen of the United States nor a resident of the
 United States for U.S. tax purposes (as defined in Code §7701(b)), and who
 does not have any earned income (as defined in Code §911) for the Employer
 that constitutes U.S. source income (within the meaning of Code §861). If a
 Nonresident Alien Employee has U.S. source income, he/she is treated as
 satisfying this definition if all of his/her U.S. source income from the
 Employer is exempt from U.S. income tax under an applicable income tax
 treaty.

 
	
  
	
  

	
 22.125

 	
 Nonstandardized Agreement. An
 Agreement under this Prototype Plan under which an adopting Employer may not
 rely on a Favorable IRS Letter issued to the Prototype Sponsor. In order to
 have reliance from the IRS that the form of the Plan as adopted by the
 Employer is qualified, the Employer must request a determination letter on
 the Plan.

 
	
  
	
  

	
 22.126

 	
 Normal Retirement Age. The
 age selected under Part 5 of the Agreement. If a Participant’s Normal
 Retirement Age is determined wholly or partly with reference to an anniversary
 of the date the Participant commenced participation in the Plan and/or the
 Participant’s Years of Service, Normal Retirement Age is the Participant’s
 age when such requirements are satisfied. If the Employer enforces a
 mandatory retirement age, the Normal Retirement Age is the lesser of that
 mandatory age or the age specified in the Agreement.

 
	
  
	
  

	
 22.127

 	
 Offset Compensation. The
 average of a Participant’s annual Included Compensation during the three (3)
 consecutive Measuring Periods designated under Part 3, #12 of the target
 benefit plan Agreement. See Section 2.5(d)(5) for a complete definition of
 Offset Compensation.

 
	
  
	
  

	
 22.128

 	
 Offset Benefit Formula. A
 Flat Offset Benefit formula or a Unit Offset Benefit formula under Part 4 of
 the target benefit plan Agreement that provides for a Stated Benefit based on
 a percentage of Average Compensation offset by a percentage of Offset
 Compensation. See Section 2.5(c)(2)(iii) and (iv).

 
	
  
	
  

	
 22.129

 	
 Old-Law Calendar Year Election. A special election for determining the Lookback Year under the
 Highly Compensated Employee test that was available only for the 1997 Plan
 Year. See Section 22.99(b)(6).

 
	
  
	
  

	
 22.130

 	
 Old-Law Required Beginning Date. If so elected under Part 13, #52 of the Agreement [Part 13, #70
 of the 401(k) Agreement], the date by which minimum distributions must
 commence under the Plan, as determined under Section 10.3(a)(2).

 
	
  
	
  

	
 22.131

 	
 Owner-Employee. A
 Self-Employed Individual (as defined in Section 22.180) who is a sole
 proprietor, or who is a partner owning more than 10 percent of either the
 capital or profits interest of the partnership.

 
	
  
	
  

	
 22.132

 	
 Paired Plans. Two or more
 Standardized Agreements that are designated as Paired Plans. See Section
 19.6.

 
	
  
	
  

	
 22.133

 	
 Participant. A Participant
 is an Employee or former Employee who has satisfied the conditions for
 participating under the Plan. A Participant also includes any Employee or
 former Employee who has an Account Balance under the Plan, including an
 Account Balance derived from a rollover or transfer from another qualified
 plan or IRA. A Participant is entitled to share in an allocation of
 contributions or forfeitures under the Plan for a given year only if the
 Participant is an Eligible Participant as defined in Section 1.1, and
 satisfies the allocation conditions set forth in Section 2.6 and Part 4 of
 the Agreement.

 
	
  
	
  

	
 22.134

 	
 Period of Severance. A
 continuous period of time during which the Employee is not employed by the
 Employer and which is used to determine an Employee’s Participation under the
 Elapsed Time Method. See Section 6.5(b)(2).

 
	
  
	
  

	
 22.135

 	
 Permissive Aggregation Group. Plans
 that are not required to be aggregated to determine whether the Plan is a
 Top-Heavy Plan. See Section 16.3(d).

 
	
  
	
  

	
 22.136

 	
 Permitted Disparity Method. A
 method for allocating certain Employer Contributions to Eligible Participants
 as designated under Part 4 of the Agreement. See Article 2.

 
	
  
	
  

	
 22.137

 	
 Plan. The Plan is the
 retirement plan established or continued by the Employer for the benefit of
 its Employees under this Prototype Plan document. The Plan consists of the
 BPD and the elections made under the Agreement. If the

 



129












	
  
	
 Employer
 adopts more than one Agreement offered under this Prototype Plan, then each
 executed Agreement represents a separate Plan, unless the Agreement restates
 a previously executed Agreement.

	
  
	
  

	
 22.138
	
 Plan Administrator. The
 Plan Administrator is the person designated to be responsible for the
 administration and operation of the Plan. Unless otherwise designated by the
 Employer, the Plan Administrator is the Employer. If any Related Employer has
 executed a Co-Sponsor Adoption Page, the Employer referred to in this Section
 is the Employer that executes the Signature Page of the Agreement.

	
  
	
  

	
 22.139
	
 Plan Year. The
 12-consecutive month period for administering the Plan, on which the records
 of the Plan are maintained. The Employer must designate the Plan Year
 applicable to the Plan under the Agreement. If the Plan Year is amended, a
 Plan Year of less than 12 months may be created. If this is a new Plan, the
 first Plan Year begins on the Effective Date of the Plan. If the amendment of
 the Plan Year or the Effective Date of a new Plan creates a Plan Year that is
 less than 12 months long, there is a Short Plan Year. The existence of a
 Short Plan Year may be documented under the Plan Year definition on page 1 of
 the Agreement. See Section 11.7 for operating rules that apply to Short Plan
 Years.

	
  
	
  

	
 22.140
	
 Pre-Age 35 Waiver. A waiver
 of the QPSA before a Participant reaches age 35. See Section 9.4(f).

	
  
	
  

	
 22.141
	
 Predecessor Employer. An
 employer that previously employed the Employees of the Employer.See Section 6.7 for the rules regarding
 the crediting of service with a Predecessor Employer.

	
  
	
  

	
 22.142
	
 Predecessor Plan. A
 Predecessor Plan is a qualified plan maintained by the Employer that is
 terminated within the 5-year period immediately preceding or following the
 establishment of this Plan. A Participant’s service under a Predecessor Plan
 must be counted for purposes of determining the Participant’s vested
 percentage under the Plan. See Section 4.5(b)(1).

	
  
	
  

	
 22.143
	
 Present Value. The current
 single-sum value of an Accrued Benefit under a Defined Benefit Plan.

	
  
	
  

	
 22.144
	
 Present Value Stated Benefit. An
 amount used to determine the Employer Contribution under the target benefit
 plan Agreement. See Section 2.5(b)(3).

	
  
	
  

	
 22.145
	
 Prior Year Testing Method. A
 method for applying the ADP Test and/or the ACP Test. See Section 17.2(a)(1)
 for a discussion of the Prior Year Testing Method under the ADP Test and
 Section 17.3(a)(1) for a discussion of the Prior Year Testing Method under
 the ACP Test.

	
  
	
  

	
 22.146
	
 Pro Rata Allocation Method. A
 method for allocating certain Employer Contributions to Eligible Participants
 under the Plan. See Article 2.

	
  
	
  

	
 22.147
	
 Projected Annual Benefit. An
 amount used in the numerator of the Defined Benefit Plan Fraction. See
 Section 7.5(b)(4).

	
  
	
  

	
 22.148
	
 Protected Benefit. A
 Participant’s benefits which may not be eliminated by Plan amendment.
 Protected Benefits include early retirement benefits, retirement-type
 subsidies, and optional forms of benefit (as defined under the regulations).See Section 18.1(c).

	
  
	
  

	
 22.149
	
 Prototype Plan. A plan
 sponsored by a Prototype Sponsor the form of which is the subject of a
 Favorable IRS Letter from the Internal Revenue Service which is made up of a
 Basic Plan Document and an Adoption Agreement. An Employer may establish or
 continue a plan by executing an Adoption Agreement under this Prototype Plan.

	
  
	
  

	
 22.150
	
 Prototype Sponsor. The
 Prototype Sponsor is the entity that maintains the Prototype Plan for
 adoption by Employers.See
 Section 18.1(a) for the ability of the Prototype Sponsor to amend this Plan.

	
  
	
  

	
 22.151
	
 QDRO -- Qualified Domestic Relations Order. A domestic relations order that provides for the payment of all
 or a portion of the Participant’s benefits to an Alternate Payee and
 satisfies the requirements under Code §414(p).See Section 11.5.

	
  
	
  

	
 22.152
	
 QJSA -- Qualified Joint and Survivor Annuity. A QJSA is an immediate annuity payable over the life of the
 Participant with a survivor annuity payable over the life of the spouse. If
 the Participant is not married as of the Distribution Commencement Date, the
 QJSA is an immediate annuity payable over the life of the Participant. See
 Section 9.2.

	
  
	
  

	
 22.153
	
 QMAC Account. The portion
 of a Participant’s Account attributable to QMACs.

	
  
	
  

	
 22.154
	
 QMACs -- Qualified Matching Contributions. An Employer Matching Contribution made by the Employer that
 satisfies the requirements under Section 17.7(g).




130











	
 22.155

 	
 QNEC Account. The portion
 of a Participant’s Account attributable to QNECs.

 
	
  
	
  

	
 22.156

 	
 QNECs -- Qualified Nonelective Contributions. An Employer Nonelective Contribution made by the Employer that
 satisfies the requirements under Section 17.7(h).

 
	
  
	
  

	
 22.157

 	
 QPSA -- Qualified Preretirement Survivor Annuity. A QPSA is an annuity payable over the life of the surviving
 spouse that is purchased using 50% of the Participant’s vested Account
 Balance as of the date of death.The
 Employer may modify the 50% QPSA level under Part 11, #41.b. of the Agreement
 [Part 11, #59.b. of the 401(k) Agreement]. See Section 9.3.

 
	
  
	
  

	
 22.158

 	
 QPSA Election Period. The
 period during which a Participant (and the Participant’s spouse) may waive
 the QPSA under the Plan.See Section
 9.4(e).

 
	
  
	
  

	
 22.159

 	
 Qualified Election. An
 election to waive the QJSA or QPSA under the Plan. See Section 9.4(d).

 
	
  
	
  

	
 22.160

 	
 Qualified Transfer. A
 plan-to-plan transfer which meets the requirements under Section 3.3(d).

 
	
  
	
  

	
 22.161

 	
 Qualifying Employer Real Property. Real
 property of the Employer which meets the requirements under ERISA §407(d)(4).
 See Section 13.5(b) for limitations on the ability of the Plan to invest in
 Qualifying Employer Real Property.

 
	
  
	
  

	
 22.162

 	
 Qualifying Employer Securities.
 An Employer security which is stock, a marketable obligation, or interest in
 a publicly traded partnership as described in ERISA §407(d)(5). See Section
 13.5(b) for limitations on the ability of the Plan to invest in Qualifying
 Employer Securities.

 
	
  
	
  

	
 22.163

 	
 Reemployment Commencement Date. The first date upon which an Employee is credited with an Hour
 of Service following a Break in Service (or Period of Severance, if the Plan
 is using the Elapsed Time Method of crediting service). For purposes of
 applying the Elapsed Time rules under Section 6.5(b), an Hour of Service is
 limited to an Hour of Service as described in Section 22.101(a).

 
	
  
	
  

	
 22.164

 	
 Related Employer. A Related
 Employer includes all members of a controlled group of corporations (as
 defined in Code §414(b)), all commonly controlled trades or businesses (as
 defined in Code §414(c)) or affiliated service groups (as defined in Code
 §414(m)) of which the adopting Employer is a part, and any other entity
 required to be aggregated with the Employer pursuant to regulations under
 Code §414(o). For purposes of applying the provisions under this Plan, the
 Employer and any Related Employers are treated as a single Employer, unless
 specifically stated otherwise. See Section 11.8 for operating rules that
 apply when the Employer is a member of a Related Employer group.

 
	
  
	
  

	
 22.165

 	
 Required Aggregation Group. Plans
 which must be aggregated for purposes of determining whether the Plan is a
 Top-Heavy Plan. See Section 16.3(f).

 
	
  
	
  

	
 22.166

 	
 Required Beginning Date. The
 date by which minimum distributions must commence under the Plan. See Section
 10.3(a).

 
	
  
	
  

	
 22.167

 	
 Reverse QNEC Method. A
 method for allocating QNECs under the Plan. See Section 2.3(e)(2).

 
	
  
	
  

	
 22.168

 	
 Rollover Contribution Account. The
 portion of the Participant’s Account attributable to a Rollover Contribution
 from another qualified plan or IRA.

 
	
  
	
  

	
 22.169

 	
 Rollover Contribution. A
 contribution made by an Employee to the Plan attributable to an Eligible
 Rollover Distribution from another qualified plan or IRA.See Section 8.8(a) for the definition of
 an Eligible Rollover Distribution.

 
	
  
	
  

	
 22.170

 	
 Rule of Parity Break in Service. A Break in Service rule used to determine an Employee’s
 Participation under the Plan. See Section 1.6(a) for the effect of the Rule
 of Parity Break in Service on eligibility to participate under the Plan and
 see Section 4.6(c) for the application for the effect of the Rule of Parity
 Break in Service Rule on vesting.

 
	
  
	
  

	
 22.171

 	
 Safe Harbor 401(k) Plan. A
 401(k) plan that satisfies the conditions under Section 17.6.

 
	
  
	
  

	
 22.172

 	
 Safe Harbor Contribution. A
 contribution authorized under Part 4E of the 401(k) Agreement that allows the
 Plan to qualify as a Safe Harbor 401(k) Plan. A Safe Harbor Contribution may
 be a Safe Harbor Matching Contribution or a Safe Harbor Nonelective
 Contribution.

 
	
  
	
  

	
 22.173

 	
 Safe Harbor Matching Contribution Account. The portion of a Participant’s Account attributable to Safe
 Harbor Matching Contributions.

 
	
  
	
  




131












	
 22.174

 	
 Safe Harbor Matching Contributions. An Employer Matching Contribution that satisfies the
 requirements under Section 17.6(a)(1)(i).

 
	
  
	
  

	
 22.175

 	
 Safe Harbor Nonelective Contribution Account. The portion of a Participant’s Account attributable to Safe
 Harbor Nonelective Contributions.

 
	
  
	
  

	
 22.176

 	
 Safe Harbor Nonelective Contributions. An
 Employer Nonelective Contribution that satisfies the requirements under
 Section 17.6(a)(1)(ii).

 
	
  
	
  

	
 22.177

 	
 Salary Reduction Agreement. A
 Salary Reduction Agreement is a written agreement between an Eligible
 Participant and the Employer, whereby the Eligible Participant elects to
 reduce his/her Included Compensation by a specific dollar amount or
 percentage and the Employer agrees to contribute such amount into the 401(k)
 Plan. A Salary Reduction Agreement may require that an election be stated in
 specific percentage increments (not greater than 1% increments) or in
 specific dollar amount increments (not greater than dollar increments that
 could exceed 1% of Included Compensation).

 
	
  
	
  

	
  
	
 A Salary
 Reduction Agreement may not be effective prior to the later of: (a) the date
 the Employee becomes an Eligible Participant; (b) the date the Eligible
 Participant executes the Salary Reduction Agreement; or (c) the date the
 401(k) plan is adopted or effective. A Salary Reduction Agreement is valid
 even though it is executed by an Employee before he/she actually has
 qualified as an Eligible Participant, so long as the Salary Reduction
 Agreement is not effective before the date the Employee is an Eligible
 Participant. A Salary Reduction Agreement may only apply to Included
 Compensation that becomes currently available to the Employee after the
 effective date of the Salary Reduction Agreement.

 
	
  
	
  

	
  
	
 A Salary
 Reduction Agreement (or other written procedures) must designate a uniform
 period during which an Employee may change or terminate his/her deferral
 election under the Salary Reduction Agreement. An Eligible Participant’s
 right to change or terminate a Salary Reduction Agreement may not be
 available on a less frequent basis than once per Plan Year.

	
  
	
  

	
 22.178
	
 Section 401(k) Deferral Account. The portion of a Participant’s Account attributable to Section
 401(k) Deferrals.

	
  
	
  

	
 22.179
	
 Section 401(k) Deferrals. Amounts
 contributed to the 401(k) Plan at the election of the Participant, in lieu of
 cash compensation, which are made pursuant to a Salary Reduction Agreement or
 other deferral mechanism, and which are not includible in the gross income of
 the Employee pursuant to Code §402(e)(3). Section 401(k) Deferrals do not
 include any deferrals properly distributed as excess Annual Additions
 pursuant to Section 7.1(c)(2).

	
  
	
  

	
 22.180
	
 Self-Employed Individual.
 An individual who has Earned Income (as defined in Section 22.58) for the
 taxable year from the trade or business for which the Plan is established, or
 an individual who would have had Earned Income but for the fact that the
 trade or business had no Net Profits for the taxable year.

	
  
	
  

	
 22.181
	
 Shareholder-Employee. A
 Shareholder-Employee means an Employee or officer of a subchapter S
 corporation who owns (or is considered as owning within the meaning of Code
 §318(a)(1)), on any day during the taxable year of such corporation, more
 than 5% of the outstanding stock of the corporation.

	
  
	
  

	
 22.182
	
 Shift-to-Plan-Year Method. The
 Shift-to-Plan-Year Method is a method for determining Eligibility Computation
 Periods, after an Employee’s initial computation period. See Section
 1.4(c)(1).

	
  
	
  

	
 22.183
	
 Short Plan Year. Any Plan
 Year that is less than 12 months long, either because of the amendment of the
 Plan Year, or because the Effective Date of a new Plan is less than 12 months
 prior to the end of the first Plan Year. See Section 11.7 for the operational
 rules that apply if the Plan has a Short Plan Year.

	
  
	
  

	
 22.184
	
 Social Security Retirement Age.
 An Employee’s retirement age as determined under Section 230 of the Social
 Security Retirement Act. See Section 2.5(d)(6).

	
  
	
  

	
 22.185
	
 Standardized Agreement. An
 Agreement under this Prototype Plan that permits the adopting Employer to
 rely under certain circumstances on the Favorable IRS Letter issued to the
 Prototype Sponsor without the need for the Employer to obtain a determination
 letter.

	
  
	
  

	
 22.186
	
 Stated Benefit. The amount
 determined in accordance with the benefit formula selected in Part 4 of the
 target benefit plan Agreement, payable annually as a Straight Life Annuity
 commencing at Normal Retirement Age (or current age, if later). See Section
 2.5(a).

	
  
	
  

	
 22.187
	
 Straight Life Annuity. An
 annuity payable in equal installments for the life of the Participant that
 terminates upon the Participant’s death.




132











	
 22.188

 	
 Successor Plan. A Successor
 Plan is any Defined Contribution Plan, other than an ESOP, SEP, or SIMPLE-IRA
 plan, maintained by the Employer which prevents the Employer from making a
 distribution to Participants upon the termination of a 401(k) plan. See
 Section 18.2(b)(2).

 
	
  
	
  

	
 22.189

 	
 Taxable Wage Base. The
 maximum amount of wages that are considered for Social Security purposes. The
 Taxable Wage Base is used to determine the Integration Level for purposes of
 applying the Permitted Disparity Method allocation formula under the profit
 sharing or 401(k) plan Agreement (see Section 2.2(b)(2)) or under the money
 purchase plan Agreement (see Section 2.4(c)) or for applying the Integrated
 Benefit Formulas under the target benefit plan Agreement (see Section
 2.5(d)(9)).

 
	
  
	
  

	
 22.190

 	
 Testing Compensation. The
 compensation used for purposes of the ADP Test, the ACP Test, and the
 Multiple Use Test. See Section 17.7(i).

 
	
  
	
  

	
 22.191

 	
 Theoretical Reserve. An
 amount used to determine the Employer Contribution under the target benefit
 plan Agreement. See Section 2.5(b)(4).

 
	
  
	
  

	
 22.192

 	
 Three Percent Method. A
 method for applying the ADP Test or the ACP Test for a new 401(k) Plan. See
 Section 17.2(b) for a discussion of the ADP Test for new plans and Section
 17.3(b) for a discussion of the ACP Test for new plans.

 
	
  
	
  

	
 22.193

 	
 Top-Paid Group. The top 20%
 of Employees ranked by Total Compensation for purposes of applying the
 Top-Paid Group Test. See Section 22.99(b)(4).

 
	
  
	
  

	
 22.194

 	
 Top-Paid Group Test. An
 optional test the Employer may apply when determining its Highly Compensated
 Employees. See Section 22.99(a)(2).

 
	
  
	
  

	
 22.195

 	
 Top-Heavy Plan. A Plan that
 satisfies the conditions under Section 16.3(g). A Top-Heavy Plan must provide
 special accelerated vesting and minimum benefits to Non-Key Employees. See
 Section 16.2.

 
	
  
	
  

	
 22.196

 	
 Top-Heavy Ratio. The ratio
 used to determine whether the Plan is a Top-Heavy Plan. See Section 16.3(h).

 
	
  
	
  

	
 22.197

 	
 Total Compensation. Total
 Compensation is used to apply the Annual Additions Limitation under Section
 7.1 and to determine the top-heavy minimum contribution under Section 16.2
 (a). Total Compensation is either W-2 Wages, Withholding Wages, or Code §415
 Safe Harbor Compensation, as designated under Part 3 of the Agreement. For a
 Self-Employed Individual, each definition of Total Compensation means Earned
 Income. Except as otherwise provided under Sections 7.4(g)(4) and 16.3(i),
 each definition of Total Compensation (including Earned Income for Self-Employed
 Individuals) is increased to include Elective Deferrals (as defined in
 Section 22.61) and elective contributions to a cafeteria plan under Code §125
 or to an eligible deferred compensation plan under Code §457. For years
 beginning on or after January 1, 2001, each definition of Total Compensation
 also is increased to include elective contributions that are not includible
 in an Employee’s gross income as a qualified transportation fringe under Code
 §132(f)(4). The Employer may elect an earlier effective date under Appendix
 B-3.c. of the Agreement.

 
	
  
	
  

	
  
	
 Unless
 modified under the Agreement, Total Compensation does not include amounts
 paid to an individual as severance pay to the extent such amounts are paid
 after the common-law employment relationship between the individual and the
 Employer has terminated. The Employer may modify the definition of Total
 Compensation under Part 13, #51.b. or c. of the Agreement [Part 13, #69.b. or
 c. of the 401(k) Agreement]. The Employer may elect under #51.b. or #69.b.,
 as applicable, to modify the definition of Total Compensation to include
 imputed compensation of Disabled Employees as permitted under Section
 7.4(g)(3) of this BPD. Additional modifications may be made under #51.c. or
 #69.c., as applicable. Any modification to the definition of Total
 Compensation must be consistent with the definition of compensation under
 Treas. Reg. §1.415-2(d).

 
	
  
	
  

	
  
	
 (a)
	
 W-2 Wages. Wages within the
 meaning of Code §3401(a) and all other payments of compensation to an
 Employee by the Employer (in the course of the Employer’s trade or business)
 for which the Employer is required to furnish the Employee a written
 statement under Code §6041(d), 6051(a)(3), and 6052, determined without
 regard to any rules under Code §3401(a) that limit the remuneration included
 in wages based on the nature or location of the employment or the services
 performed.

	
  
	
  
	
  
	
  

	
  
	
 (b)
	
 Withholding Wages. Wages
 within the meaning of Code §3401(a) for the purposes of income tax
 withholding at the source but determined without regard to any rules that
 limit the remuneration included in wages based on the nature or location of
 the employment or the services performed.

	
  
	
  
	
  
	
  

	
  
	
 (c)
	
 Code §415 Safe Harbor Compensation. A Participant’s wages, salaries, fees for professional
 services and other amounts received for personal services actually rendered
 in the course of employment with the Employer (without regard to whether or
 not such amounts are paid in cash) to the extent that the amounts are
 includible in gross income. Such amounts include, but are not limited to,
 commissions, compensation for services on the basis of a percentage of
 profits, tips, bonuses, fringe benefits, and reimbursements or other




133











	
  
	
  
	
 expense
 allowances under a nonaccountable plan (as described in Treas. Reg. §1.62-2(c)),
 and excluding the following:

	
  
	
  
	
  

	
  
	
  
	
 (1)
	
 Employer
 contributions to a plan of deferred compensation which are not includible in
 the Employee’s gross income for the taxable year in which contributed, or
 Employer contributions (other than Elective Deferrals) under a SEP (as
 described in Code §408(k)), or any distributions from a plan of deferred
 compensation. For this purpose, Employer contributions to a plan of deferred
 compensation do not include Elective Deferrals (as defined in Section 22.61),
 elective contributions to a cafeteria plan under Code §125 or a deferred
 compensation plan under Code §457 and, for years beginning on or after
 January 1, 2001, qualified transportation fringes under Code §132(f)(4). The
 Employer may elect an earlier effective date for qualified transportation
 fringes under Appendix B-3.c. of the Agreement.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (2)
	
 Amounts
 realized from the exercise of a non-qualified stock option, or when
 restricted stock (or property) held by the Employee either becomes freely
 transferable or is no longer subject to a substantial risk of forfeiture.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (3)
	
 Amounts
 realized from the sale, exchange or other disposition of stock acquired under
 a qualified stock option.

	
  
	
  
	
  
	
  
	
  

	
  
	
  
	
 (4)
	
 Other
 amounts which received special tax benefits, or contributions made by the
 Employer (other than Elective Deferrals) towards the purchase of an annuity
 contract described in Code §403(b) (whether or not the contributions are
 actually excludable from the gross income of the Employee).

	
  
	
  
	
  
	
  
	
  

	
 22.198
	
 Transfer Account. The
 portion of a Participant’s Account attributable to a direct transfer of
 assets or liabilities from another qualified retirement plan. See Section 3.3
 for the rules regarding the acceptance of a transfer of assets under this
 Plan.

	
  
	
  

	
 22.199
	
 Trust. The Trust is the
 separate funding vehicle under the Plan.

	
  
	
  

	
 22.200
	
 Trustee. The Trustee is the
 person or persons (or any successor to such person or persons) named in the
 Trustee Declaration under the Agreement. The Trustee may be a Discretionary
 Trustee or a Directed Trustee. See Article 12 for the rights and duties of a
 Trustee under this Plan.

	
  
	
  

	
 22.201
	
 Two-Step Formula. A method
 of allocating certain Employer Contributions under the Permitted Disparity
 Method. See Section 2.2(b)(2)(i).

	
  
	
  

	
 22.202
	
 Union Employee. An Employee
 who is included in a unit of Employees covered by a collective bargaining
 agreement between the Employer and Employee representatives and whose
 retirement benefits are subject to good faith bargaining. For this purpose,
 an Employee will not be considered a Union Employee for a Plan Year if more
 than two percent of the Employees who are covered pursuant to the collective
 bargaining agreement are professionals as defined in section 1.410(b)-9 of
 the regulations. For this purpose, the term “Employee representatives” does
 not include any organization more than half of whose members are Employees
 who are owners, officers, or executives of the Employer.

	
  
	
  

	
 22.203
	
 Unit Benefit. A
 Nonintegrated Benefit Formula under Part 4 of the target benefit plan
 Agreement that provides for a Stated Benefit equal to a specified percentage
 of Average Compensation multiplied by the Participant’s projected Years of
 Participation with the Employer. See Section 2.5(c)(1)(ii).

	
  
	
  

	
 22.204
	
 Unit Excess Benefit. An
 Integrated Benefit Formula under Part 4 of the target benefit plan Agreement
 that provides for a Stated Benefit equal to a specified percentage of Average
 Compensation plus a specified percentage of Excess Compensation multiplied by
 the Participant’s projected Years of Participation. See Section
 2.5(c)(2)(ii).

	
  
	
  

	
 22.205
	
 Unit Offset Benefit. An
 Integrated Benefit Formula under Part 4 of the target benefit plan Agreement
 that provides for a Stated Benefit equal to a specified percentage of Average
 Compensation offset by a specified percentage of Offset Compensation
 multiplied by the Participant’s projected Years of Participation. See Section
 2.5(c)(2)(iv).

	
  
	
  

	
 22.206
	
 Valuation Date. The date or
 dates selected under Part 12of
 the Agreement upon which Plan assets are valued. If the Employer does not
 select a Valuation Date under Part 12, Plan assets will be valued as of the
 last day of each Plan Year. Notwithstanding any election under Part 12 of the
 Agreement, the Trustee and Plan Administrator may agree to value the Trust on
 a more frequent basis, and/or to perform an interim valuation of the Trust.
 See Sections 12.6 and 13.2.

	
  
	
  

	
 22.207
	
 Vesting Computation Period. The
 12-consecutive month period used for measuring whether an Employee completes
 a Year of Service for vesting purposes. See Section 4.4.




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 22.208

 	
 W-2 Wages. An optional
 definition of Total Compensation which the Employer may select under Part 3,
 #9.a. of the Agreement. See Section 22.197(a) for the definition of W-2
 Wages.

 
	
  
	
  

	
 22.209

 	
 Withholding Wages. An
 optional definition of Total Compensation which the Employer may select under
 Part 3, #9.b. of the Agreement. See Section 22.197(b) for the definition of
 Withholding Wages.

 
	
  
	
  

	
 22.210

 	
 Year of Participation.
 Years of Participation are used to determine a Participant’s Stated Benefit
 under the target benefit plan Agreement. See Section 2.5(d)(10).

 
	
  
	
  

	
 22.211

 	
 Year of Service. An
 Employee’s Years of Service are used to apply the eligibility and vesting
 rules under the Plan. Unless elected otherwise under Part 7 of the Agreement,
 an Employee will earn a Year of Service for purposes of applying the
 eligibility rules if the Employee completes 1,000 Hours of Service with the
 Employer during an Eligibility Computation Period. (See Section 1.4(b).) Unless
 elected otherwise under Part 7 of the Agreement, an Employee will earn a Year
 of Service for purposes of applying the vesting rules if the Employee
 completes 1,000 Hours of Service with the Employer during a Vesting
 Computation Period. (See Section 4.5.)

 



135