Exhibit
      4.2

     

    MEASUREMENT
      SPECIALTIES, INC

     

    401(K)
      DEFINED CONTRIBUTION PLAN 

     

    Sponsored
      By PNC Bank, National Association 

     

    BASIC
      PLAN DOCUMENT #01 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      THIS
        DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. ITS USE,
        DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS
        PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.


      


      TABLE
        OF CONTENTS 

    

    

      
        
          	
                  DEFINITIONS

                	
                  1

                
	 	 	 
	
                  1.1

                	
                  ACTUAL
                    CONTRIBUTION PERCENTAGE (ACP)

                	
                  1
                    

                
	 	 	 
	
                  1.2

                	
                  ACTUAL
                    DEFERRAL PERCENTAGE (ADP) 

                	
                  1
                    

                
	 	 	 
	
                  1.3

                	
                  ADOPTION
                    AGREEMENT

                	
                  3

                
	 	 	 
	
                  1.4

                	
                  AGGREGATE
                    LIMIT

                	
                  3

                
	 	 	 
	
                  1.5

                	
                  ALLOCATION
                    DATE(S) 

                	
                  3

                
	 	 	 
	
                  1.6

                	
                  ANNUAL
                    ADDITIONS

                	
                  3

                
	 	 	 
	
                  1.7

                	
                  ANNUITY
                    STARTING DATE

                	
                  4

                
	 	 	 
	
                  1.8

                	
                  APPLICABLE
                    CALENDAR YEAR

                	
                  4

                
	 	 	 
	
                  1.9

                	
                  APPLICABLE
                    LIFE EXPECTANCY

                	
                  4

                
	 	 	 
	
                  1.10

                	
                  AVERAGE
                    ANNUAL COMPENSATION

                	
                  4

                
	 	 	 
	
                  1.11

                	
                  AVERAGE
                    CONTRIBUTION PERCENTAGE (ACP)

                	
                  4

                
	 	 	 
	
                  1.12

                	
                  AVERAGE
                    DEFERRAL PERCENTAGE (ADP) 

                	
                  4

                
	 	 	 
	
                  1.13

                	
                  BENEFICIARY

                	
                  4

                
	 	 	 
	
                  1.14

                	
                  BREAK
                    IN SERVICE

                	
                  5

                
	 	 	 
	
                  1.15

                	
                  CODE
                    

                	
                  5

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	 	 	 
	
                    1.16

                  	
                    COMPENSATION

                  	
                    5

                  
	 	 	 
	
                    1.17

                  	
                    COVERED
                      COMPENSATION

                  	
                    8

                  
	 	 	 
	
                    1.18

                  	
                    CUSTODIAN
                      

                  	
                    8

                  
	 	 	 
	
                    1.19

                  	
                    DAVIS-BACON
                      ACT

                  	
                    8

                  
	 	 	 
	
                    1.20

                  	
                    DEFINED
                      BENEFIT PLAN

                  	
                    9

                  
	 	 	 
	
                    1.21

                  	
                    DEFINED
                      BENEFIT (PLAN) FRACTION.

                  	
                    9

                  
	 	 	 
	
                    1.22

                  	
                    DEFINED
                      CONTRIBUTION DOLLAR LIMITATION

                  	
                    9

                  
	 	 	 
	
                    1.23

                  	
                    DEFINED
                      CONTRIBUTION PLAN 

                  	
                    9

                  
	 	 	 
	
                    1.24

                  	
                    DEFINED
                      CONTRIBUTION (PLAN) FRACTION

                  	
                    9

                  
	 	 	 
	
                    1.25

                  	
                    DIRECT
                      ROLLOVER

                  	
                    9

                  
	 	 	 
	
                    1.26

                  	
                    DISABILITY

                  	
                    10

                  
	 	 	 
	
                    1.27

                  	
                    DISTRIBUTION
                      CALENDAR YEAR

                  	
                    10

                  
	 	 	 
	
                    1.28

                  	
                    EARLY
                      RETIREMENT AGE

                  	
                    10

                  
	 	 	 
	
                    1.29

                  	
                    EARLY
                      RETIREMENT DATE

                  	
                    10

                  
	 	 	 
	
                    1.30

                  	
                    EARNED
                      INCOME 

                  	
                    10

                  
	 	 	 
	
                    1.31

                  	
                    EFFECTIVE
                      DATE 

                  	
                    10

                  
	 	 	 
	
                    1.32

                  	
                    ELECTION
                      PERIOD 

                  	
                    10

                  
	 	 	 
	
                    1.33

                  	
                    ELAPSED
                      TIME

                  	
                    10

                  
	 	 	 
	
                    1.34

                  	
                    ELECTIVE
                      DEFERRALS

                  	
                    11

                  
	 	 	 
	
                    1.35

                  	
                    ELIGIBLE
                      EMPLOYEE 

                  	
                    11

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              	 	 	 
	
                      1.36

                    	
                      ELIGIBLE
                        EMPLOYER 

                    	
                      11

                    
	 	 	 
	
                      1.37

                    	
                      ELIGIBLE
                        PARTICIPANT

                    	
                      11

                    
	 	 	 
	
                      1.38

                    	
                      ELIGIBLE
                        RETIREMENT PLAN

                    	
                      11

                    
	 	 	 
	
                      1.39

                    	
                      ELIGIBLE
                        ROLLOVER DISTRIBUTION

                    	
                      11

                    
	 	 	 
	
                      1.40

                    	
                      EMPLOYEE

                    	
                      12

                    
	 	 	 
	
                      1.41

                    	
                      EMPLOYER

                    	
                      12

                    
	 	 	 
	
                      1.42

                    	
                      ENTRY
                        DATE 

                    	
                      13

                    
	 	 	 
	
                      1.43

                    	
                      ERISA
                        

                    	
                      13

                    
	 	 	 
	
                      1.44

                    	
                      EXCESS
                        AGGREGATE CONTRIBUTIONS

                    	
                      13

                    
	 	 	 
	
                      1.45

                    	
                      EXCESS
                        ANNUAL ADDITIONS

                    	
                      13

                    
	 	 	 
	
                      1.46

                    	
                      EXCESS
                        CONTRIBUTION

                    	
                      13

                    
	 	 	 
	
                      1.47

                    	
                      EXCESS
                        ELECTIVE DEFERRALS

                    	
                      13

                    
	 	 	 
	
                      1.48

                    	
                      EXPECTED
                        YEAR OF SERVICE

                    	
                      13

                    
	 	 	 
	
                      1.49

                    	
                      FIRST
                        DISTRIBUTION CALENDAR YEAR

                    	
                      13

                    
	 	 	 
	
                      1.50

                    	
                      HARDSHIP

                    	
                      13

                    
	 	 	 
	
                      1.51

                    	
                      HIGHEST
                        AVERAGE COMPENSATION 

                    	
                      14

                    
	 	 	 
	
                      1.52

                    	
                      HIGHLY
                        COMPENSATED EMPLOYEE

                    	
                      14

                    
	 	 	 
	
                      1.53

                    	
                      HOUR
                        OF SERVICE

                    	
                      14

                    
	 	 	 
	
                      1.54

                    	
                      INTEGRATION
                        LEVEL 

                    	
                      15

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              
                	 	 	 
	
                        1.55

                      	
                        KEY
                          EMPLOYEE

                      	
                        15

                      
	 	 	 
	
                        1.56

                      	
                        LEASED
                          EMPLOYEE 

                      	
                        15

                      
	 	 	 
	
                        1.57

                      	
                        LIMITATION
                          YEAR

                      	
                        15

                      
	 	 	 
	
                        1.58

                      	
                        MASTER
                          OR PROTOTYPE PLAN

                      	
                        16

                      
	 	 	 
	
                        1.59

                      	
                        MATCHING
                          CONTRIBUTION 

                      	
                        16

                      
	 	 	 
	
                        1.60

                      	
                        MAXIMUM
                          PERMISSIBLE AMOUNT

                      	
                        16

                      
	 	 	 
	
                        1.61

                      	
                        NET
                          PROFIT 

                      	
                        16

                      
	 	 	 
	
                        1.62

                      	
                        NORMAL
                          RETIREMENT AGE

                      	
                        16

                      
	 	 	 
	
                        1.63

                      	
                        NORMAL
                          RETIREMENT DATE

                      	
                        16

                      
	 	 	 
	
                        1.64

                      	
                        OWNER-EMPLOYEE
                          

                      	
                        16

                      
	 	 	 
	
                        1.65

                      	
                        PAIRED
                          PLANS

                      	
                        16

                      
	 	 	 
	
                        1.66

                      	
                        PARTICIPANT
                          

                      	
                        16

                      
	 	 	 
	
                        1.67

                      	
                        PARTICIPANT'S
                          BENEFIT

                      	
                        16

                      
	 	 	 
	
                        1.68

                      	
                        PERIOD
                          OF SEVERANCE 

                      	
                        17

                      
	 	 	 
	
                        1.69

                      	
                        PERMISSIVE
                          AGGREGATION GROUP

                      	
                        17

                      
	 	 	 
	
                        1.70

                      	
                        PLAN.

                      	
                        17

                      
	 	 	 
	
                        1.71

                      	
                        PLAN
                          ADMINISTRATOR

                      	
                        17

                      
	 	 	 
	
                        1.72

                      	
                        PLAN
                          SPONSOR

                      	
                        17

                      
	 	 	 
	
                        1.73

                      	
                        PLAN
                          YEAR 

                      	
                        17

                      
	 	 	 
	
                        1.74

                      	
                        PRESENT
                          VALUE.

                      	
                        17

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
                
                  	 	 	 
	
                          1.75

                        	
                          PRIOR
                            PLAN YEAR 

                        	
                          17

                        
	 	 	 
	
                          1.76

                        	
                          PRIOR
                            SAFE HARBOR PLAN 

                        	
                          17

                        
	 	 	 
	
                          1.77

                        	
                          PROJECTED
                            ANNUAL BENEFIT

                        	
                          18

                        
	 	 	 
	
                          1.78

                        	
                          PROJECTED
                            PARTICIPATION 

                        	
                          18

                        
	 	 	 
	
                          1.79

                        	
                          QUALIFIED
                            DOMESTIC RELATIONS ORDER (QDRO ORDER) 

                        	
                          18

                        
	 	 	 
	
                          1.80

                        	
                          QUALIFIED
                            EARLY RETIREMENT AGE 

                        	
                          18

                        
	 	 	 
	
                          1.81

                        	
                          QUALIFIED
                            JOINT AND SURVIVOR ANNUITY (QJSA)

                        	
                          18

                        
	 	 	 
	
                          1.82

                        	
                          QUALIFIED
                            MATCHING CONTRIBUTIONS(QMACS)

                        	
                          19

                        
	 	 	 
	
                          1.83

                        	
                          QUALIFIED
                            NON-ELECTIVE CONTRIBUTIONS (QNECS)

                        	
                          19

                        
	 	 	 
	
                          1.84

                        	
                          QUALIFIED
                            PLAN 

                        	
                          19

                        
	 	 	 
	
                          1.85

                        	
                          QUALIFIED
                            PRE-RETIREMENT SURVIVOR ANNUITY

                        	
                          19

                        
	 	 	 
	
                          1.86

                        	
                          QUALIFIED
                            VOLUNTARY CONTRIBUTION

                        	
                          19

                        
	 	 	 
	
                          1.87

                        	
                          REQUIRED
                            AGGREGATION GROUP

                        	
                          19

                        
	 	 	 
	
                          1.88

                        	
                          REQUIRED
                            BEGINNING DATE

                        	
                          19

                        
	 	 	 
	
                          1.89

                        	
                          REQUIRED
                            AFTER-TAX CONTRIBUTIONS.

                        	
                          19

                        
	 	 	 
	
                          1.90

                        	
                          ROLLOVER
                            CONTRIBUTION.

                        	
                          19

                        
	 	 	 
	
                          1.91

                        	
                          SALARY
                            DEFERRAL AGREEMENT

                        	
                          19

                        
	 	 	 
	
                          1.92

                        	
                          SAVINGS
                            INCENTIVE MATCH PLAN FOR EMPLOYEES (SIMPLE) 

                        	
                          20

                        
	 	 	 
	
                          1.93

                        	
                          SELF-EMPLOYED
                            INDIVIDUAL 

                        	
                          20

                        


                

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                
                  
                    	 	 	 
	
                            1.94

                          	
                            SERVICE

                          	
                            20

                          
	 	 	 
	
                            1.95

                          	
                            SEVERANCE
                              DATE 

                          	
                            20

                          
	 	 	 
	
                            1.96

                          	
                            SEVERANCE
                              PERIOD

                          	
                            20

                          
	 	 	 
	
                            1.97

                          	
                            SERVICE
                              PROVIDER

                          	
                            20

                          
	 	 	 
	
                            1.98

                          	
                            SHAREHOLDER
                              EMPLOYEE

                          	
                            20

                          
	 	 	 
	
                            1.99

                          	
                            SIMPLIFIED
                              EMPLOYEE PENSION PLAN 

                          	
                            21

                          
	 	 	 
	
                            1.100

                          	
                            SPONSOR

                          	
                            21

                          
	 	 	 
	
                            1.101

                          	
                            SPOUSE
                              

                          	
                            21

                          
	 	 	 
	
                            1.102

                          	
                            STATED
                              BENEFIT FORMULA.

                          	
                            21

                          
	 	 	 
	
                            1.103

                          	
                            SUPER
                              TOP-HEAVY PLAN

                          	
                            21

                          
	 	 	 
	
                            1.104

                          	
                            TAXABLE
                              WAGE BASE 

                          	
                            21

                          
	 	 	 
	
                            1.105

                          	
                            TOP-HEAVY
                              DETERMINATION DATE.

                          	
                            21

                          
	 	 	 
	
                            1.106

                          	
                            TOP-HEAVY
                              PLAN 

                          	
                            21

                          
	 	 	 
	
                            1.107

                          	
                            TOP-HEAVY
                              RATIO

                          	
                            21

                          
	 	 	 
	
                            1.108

                          	
                            TOP-PAID
                              GROUP

                          	
                            22

                          
	 	 	 
	
                            1.109

                          	
                            TRANSFER
                              CONTRIBUTION

                          	
                            22

                          
	 	 	 
	
                            1.110

                          	
                            TRUST

                          	
                            23

                          
	 	 	 
	
                            1.111

                          	
                            TRUSTEE

                          	
                            23

                          
	 	 	 
	
                            1.112

                          	
                            UNIFORMED
                              SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF
                              1994
                              (USERRA)

                          	
                            23

                          
	 	 	 
	
                            1.113

                          	
                            VALUATION
                              DATE 

                          	
                            23

                          


                  

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
                    
                      	 	 	 
	
                              1.114

                            	
                              VESTED
                                ACCOUNT BALANCE 

                            	
                              23

                            
	 	 	 
	
                              1.115

                            	
                              VOLUNTARY
                                AFTER-TAX CONTRIBUTION

                            	
                              23

                            
	 	 	 
	
                              1.116

                            	
                              WELFARE
                                BENEFIT FUND

                            	
                              23

                            
	 	 	 
	
                              1.117

                            	
                              YEAR
                                OF SERVICE

                            	
                              23

                            
	 	 	 
	
                              ELIGIBILITY
                                REQUIREMENTS 

                            	
                              26

                            
	 	 	 
	
                              2.1

                            	
                              ELIGIBILITY
                                

                            	
                              26

                            
	 	 	 
	
                              2.2

                            	
                              DETERMINATION
                                OF ELIGIBILITY

                            	
                              26

                            
	 	 	 
	
                              2.3

                            	
                              CHANGE
                                IN CLASSIFICATION OF EMPLOYMENT

                            	
                              26

                            
	 	 	 
	
                              2.4

                            	
                              PARTICIPATION

                            	
                              27

                            
	 	 	 
	
                              2.5

                            	
                              EMPLOYMENT
                                RIGHTS

                            	
                              27

                            
	 	 	 
	
                              2.6

                            	
                              SERVICE
                                WITH CONTROLLED GROUPS

                            	
                              27

                            
	 	 	 
	
                              2.7

                            	
                              LEASED
                                EMPLOYEES

                            	
                              27

                            
	 	 	 
	
                              2.8

                            	
                              THRIFT
                                PLAN

                            	
                              28

                            
	 	 	 
	
                              2.9

                            	
                              TARGET
                                BENEFIT PLAN

                            	
                              28

                            
	 	 	 
	
                              2.10

                            	
                              DAVIS-BACON
                                PLAN

                            	
                              28

                            
	 	 	 
	
                              2.11

                            	
                              WAIVER
                                OF PARTICIPATION 

                            	
                              28

                            
	 	 	 
	
                              2.12

                            	
                              OMISSION
                                OF ELIGIBLE EMPLOYEE

                            	
                              28

                            
	 	 	 
	
                              2.13

                            	
                              INCLUSION
                                OF INELIGIBLE EMPLOYEE

                            	
                              28

                            


                    

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    
                      
                        	 	 	 
	
                                EMPLOYER
                                  CONTRIBUTIONS

                              	
                                29

                              
	 	 	 
	
                                3.1

                              	
                                CONTRIBUTION
                                  AMOUNT

                              	
                                29

                              
	 	 	 
	
                                3.2

                              	
                                CONTRIBUTIONAMOUNT
                                  FOR A SIMPLE 401(K) PLAN

                              	
                                29

                              
	 	 	 
	
                                3.3

                              	
                                RESPONSIBILITY
                                  FOR CONTRIBUTIONS

                              	
                                30

                              
	 	 	 
	
                                3.4

                              	
                                RETURN
                                  OF CONTRIBUTIONS

                              	
                                30

                              
	 	 	 
	
                                3.5

                              	
                                MERGER
                                  OF ASSETS FROM ANOTHER PLAN

                              	
                                30

                              
	 	 	 
	
                                3.6

                              	
                                COVERAGE
                                  REQUIREMENTS

                              	
                                30

                              
	 	 	 
	
                                3.7

                              	
                                ELIGIBILITY
                                  FOR CONTRIBUTION

                              	
                                31

                              
	 	 	 
	
                                3.8

                              	
                                TARGET
                                  BENEFIT PLAN CONTRIBUTION

                              	
                                32

                              
	 	 	 
	
                                3.9

                              	
                                DAVIS-BACON
                                  PLAN CONTRIBUTION

                              	
                                33

                              
	 	 	 
	
                                3.10

                              	
                                UNIFORM
                                  DOLLAR CONTRIBUTION

                              	
                                33

                              
	 	 	 
	
                                3.11

                              	
                                UNIFORM
                                  POINTS CONTRIBUTION

                              	
                                33

                              
	 	 	 
	
                                3.12

                              	
                                403(B)
                                  MATCHING CONTRIBUTION

                              	
                                33

                              
	 	 	 
	
                                EMPLOYEE
                                  CONTRIBUTIONS 

                              	
                                34

                              
	 	 	 
	
                                4.1

                              	
                                VOLUNTARY
                                  AFTER-TAX CONTRIBUTIONS

                              	
                                34

                              
	 	 	 
	
                                4.2

                              	
                                REQUIRED
                                  AFTER-TAX CONTRIBUTIONS

                              	
                                34

                              
	 	 	 
	
                                4.3

                              	
                                QUALIFIED
                                  VOLUNTARY CONTRIBUTIONS

                              	
                                34

                              


                      

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                      
                        
                          	 	 	 
	
                                  4.4

                                	
                                  ROLLOVER
                                    CONTRIBUTIONS

                                	
                                  34

                                
	 	 	 
	
                                  4.5

                                	
                                  PLAN
                                    TO PLAN TRANSFER CONTRIBUTIONS

                                	
                                  35

                                
	 	 	 
	
                                  4.6

                                	
                                  VOLUNTARY
                                    DIRECT TRANSFERS BETWEEN PLANS

                                	
                                  35

                                
	 	 	 
	
                                  4.7

                                	
                                  ELECTIVE
                                    DEFERRALS IN A 401(K) PLAN.

                                	
                                  36

                                
	 	 	 
	
                                  4.8

                                	
                                  ELECTIVE
                                    DEFERRALS IN A SIMPLE 401(K) PLAN

                                	
                                  37

                                
	 	 	 
	
                                  4.9

                                	
                                  AUTOMATIC
                                    ENROLLMENT

                                	
                                  38

                                
	 	 	 
	
                                  4.10

                                	
                                  MAKE-UP
                                    CONTRIBUTIONS UNDER USERRA

                                	
                                  38

                                
	 	 	 
	
                                  PARTICIPANT
                                    ACCOUNTS

                                	
                                  39

                                
	 	 	 
	
                                  5.1

                                	
                                  SEPARATE
                                    ACCOUNTS 

                                	
                                  39

                                
	 	 	 
	
                                  5.2

                                	
                                  VALUATION
                                    DATE 

                                	
                                  39

                                
	 	 	 
	
                                  5.3

                                	
                                  ALLOCATIONS
                                    TO PARTICIPANT ACCOUNTS 

                                	
                                  40

                                
	 	 	 
	
                                  5.4

                                	
                                  ALLOCATING
                                    EMPLOYER CONTRIBUTIONS

                                	
                                  40

                                
	 	 	 
	
                                  5.5

                                	
                                  ALLOCATING
                                    INVESTMENT EARNINGS AND LOSSES

                                	
                                  41

                                
	 	 	 
	
                                  5.6

                                	
                                  ALLOCATION
                                    ADJUSTMENTS 

                                	
                                  41

                                
	 	 	 
	
                                  5.7

                                	
                                  PARTICIPANT
                                    STATEMENTS 

                                	
                                  41

                                
	 	 	 
	
                                  5.8

                                	
                                  CHANGES
                                    IN METHOD AND TIMING OF VALUING PARTICIPANTS’ ACCOUNTS 

                                	
                                  41

                                
	 	 	 
	
                                  RETIREMENT
                                    BENEFITS AND DISTRIBUTIONS 

                                	
                                  42

                                


                        

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                        
                          
                            	
                                    6.1

                                  	
                                    NORMAL
                                      RETIREMENT BENEFITS

                                  	
                                    42

                                  
	 	 	 
	
                                    6.2

                                  	
                                    EARLY
                                      RETIREMENT BENEFITS 

                                  	
                                    42

                                  
	 	 	 
	
                                    6.3

                                  	
                                    BENEFITS
                                      ON TERMINATION OF EMPLOYMENT

                                  	
                                    42

                                  
	 	 	 
	
                                    6.4

                                  	
                                    RESTRICTIONS
                                      ON IMMEDIATE DISTRIBUTIONS

                                  	
                                    43

                                  
	 	 	 
	
                                    6.5

                                  	
                                    NORMAL
                                      AND OPTIONAL FORMS OF PAYMENT

                                  	
                                    44

                                  
	 	 	 
	
                                    6.6

                                  	
                                    COMMENCEMENT
                                      OF BENEFITS

                                  	
                                    45

                                  
	 	 	 
	
                                    6.7

                                  	
                                    TRANSITIONAL
                                      RULES FOR CASH-OUT LIMITS

                                  	
                                    45

                                  
	 	 	 
	
                                    6.8

                                  	
                                    IN-SERVICE
                                      WITHDRAWALS

                                  	
                                    46

                                  
	 	 	 
	
                                    6.9

                                  	
                                    HARDSHIP
                                      WITHDRAWALS

                                  	
                                    48

                                  
	 	 	 
	
                                    6.10

                                  	
                                    DIRECT
                                      ROLLOVER OF BENEFITS

                                  	
                                    49

                                  
	 	 	 
	
                                    6.11

                                  	
                                    PARTICIPANT’S
                                      NOTICE 

                                  	
                                    49

                                  
	 	 	 
	
                                    6.12

                                  	
                                    ASSETS
                                      TRANSFERRED FROM MONEY PURCHASE PENSION PLANS


                                  	
                                    50

                                  
	 	 	 
	
                                    6.13

                                  	
                                    ASSETS
                                      TRANSFERRED FROM A CODE SECTION 401(K) PLAN

                                  	
                                    50

                                  
	 	 	 
	
                                    DISTRIBUTION
                                      REQUIREMENTS 

                                  	
                                    51

                                  
	 	 	 
	
                                    7.1

                                  	
                                    JOINT
                                      AND SURVIVOR ANNUITY REQUIREMENTS 

                                  	
                                    51

                                  
	 	 	 
	
                                    7.2

                                  	
                                    MINIMUM
                                      DISTRIBUTION REQUIREMENTS

                                  	
                                    51

                                  
	 	 	 
	
                                    7.3

                                  	
                                    LIMITS
                                      ON DISTRIBUTION PERIODS 

                                  	
                                    51

                                  
	 	 	 
	
                                    7.4

                                  	
                                    REQUIRED
                                      DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING
                                      DATE

                                  	
                                    51

                                  


                          

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                          
                            
                              	 	 	 
	
                                      7.5

                                    	
                                      REQUIRED
                                        BEGINNING DATE

                                    	
                                      52

                                    
	 	 	 
	
                                      7.6

                                    	
                                      TRANSITIONAL
                                        RULES 

                                    	
                                      53

                                    
	 	 	 
	
                                      7.7

                                    	
                                      DESIGNATION
                                        OF BENEFICIARY

                                    	
                                      54

                                    
	 	 	 
	
                                      7.8

                                    	
                                      BENEFICIARY

                                    	
                                      54

                                    
	 	 	 
	
                                      7.9

                                    	
                                      DISTRIBUTION
                                        BEGINNING BEFORE DEATH

                                    	
                                      55

                                    
	 	 	 
	
                                      7.10

                                    	
                                      DISTRIBUTION
                                        BEGINNING AFTER DEATH 

                                    	
                                      55

                                    
	 	 	 
	
                                      7.11

                                    	
                                      DISTRIBUTION
                                        OF EXCESS ELECTIVE DEFERRALS

                                    	
                                      56

                                    
	 	 	 
	
                                      7.12

                                    	
                                      DISTRIBUTION
                                        OF EXCESS CONTRIBUTIONS

                                    	
                                      56

                                    
	 	 	 
	
                                      7.13

                                    	
                                      DISTRIBUTION
                                        OF EXCESS AGGREGATE CONTRIBUTIONS

                                    	
                                      57

                                    
	 	 	 
	
                                      7.14

                                    	
                                      DISTRIBUTIONS
                                        TO MINORS AND INDIVIDUALS WHO ARE LEGALLY
                                        INCOMPETENT

                                    	
                                      58

                                    
	 	 	 
	
                                      7.15

                                    	
                                      UNCLAIMED
                                        BENEFITS

                                    	
                                      58

                                    
	 	 	 
	
                                      JOINT
                                        AND SURVIVOR ANNUITY REQUIREMENTS 

                                    	
                                      59

                                    
	 	 	 
	
                                      8.1

                                    	
                                      APPLICABILITY
                                        OF PROVISIONS

                                    	
                                      59

                                    
	 	 	 
	
                                      8.2

                                    	
                                      PAYMENT
                                        OF QUALIFIED JOINT AND SURVIVOR ANNUITY

                                    	
                                      59

                                    
	 	 	 
	
                                      8.3

                                    	
                                      PAYMENT
                                        OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY

                                    	
                                      59

                                    
	 	 	 
	
                                      8.4

                                    	
                                      QUALIFIED
                                        ELECTION

                                    	
                                      59

                                    
	 	 	 
	
                                      8.5

                                    	
                                      NOTICE
                                        REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR
                                        ANNUITY 

                                    	
                                      60

                                    
	 	 	 
	
                                      8.6

                                    	
                                      NOTICE
                                        REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT
                                        SURVIVOR ANNUITY

                                    	
                                      60

                                    


                            

                             

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                            
                              
                                	 	 	 
	
                                        8.7

                                      	
                                        SPECIAL
                                          SAFE HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING
                                          OR 401(K)
                                          PLANS

                                      	
                                        61

                                      
	 	 	 
	
                                        8.8

                                      	
                                        TRANSITIONAL
                                          JOINT AND SURVIVOR ANNUITY RULES

                                      	
                                        61

                                      
	 	 	 
	
                                        8.9

                                      	
                                        AUTOMATIC
                                          JOINTANDSURVIVOR ANNUITYAND EARLY SURVIVORANNUITY

                                      	
                                        62

                                      
	 	 	 
	
                                        8.10

                                      	
                                        ANNUITY
                                          CONTRACTS

                                      	
                                        62

                                      
	 	 	 
	
                                        VESTING

                                      	
                                        63

                                      
	 	 	 
	
                                        9.1

                                      	
                                        EMPLOYEE
                                          CONTRIBUTIONS

                                      	
                                        63

                                      
	 	 	 
	
                                        9.2

                                      	
                                        EMPLOYER
                                          CONTRIBUTIONS

                                      	
                                        63

                                      
	 	 	 
	
                                        9.3

                                      	
                                        VESTING
                                          OF EMPLOYER CONTRIBUTIONS IN A SIMPLE 401(K)
                                          PLAN

                                      	
                                        63

                                      
	 	 	 
	
                                        9.4

                                      	
                                        COMPUTATION
                                          PERIOD.

                                      	
                                        63

                                      
	 	 	 
	
                                        9.5

                                      	
                                        REQUALIFICATION
                                          PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS
                                          IN SERVICE

                                      	
                                        63

                                      
	 	 	 
	
                                        9.6

                                      	
                                        REQUALIFICATION
                                          AFTER FIVE CONSECUTIVEONE-YEAR BREAKS IN
                                          SERVICE

                                      	
                                        63

                                      
	 	 	 
	
                                        9.7

                                      	
                                        CALCULATING
                                          VESTED INTEREST 

                                      	
                                        63

                                      
	 	 	 
	
                                        9.8

                                      	
                                        FORFEITURES

                                      	
                                        64

                                      
	 	 	 
	
                                        9.9

                                      	
                                        AMENDMENT
                                          OF VESTING SCHEDULE

                                      	
                                        64

                                      
	 	 	 
	
                                        9.10

                                      	
                                        SERVICE
                                          WITH CONTROLLED GROUPS

                                      	
                                        65

                                      
	 	 	 
	
                                        9.11

                                      	
                                        COMPLIANCE
                                          WITH UNIFORMED SERVICES EMPLOYMENT AND
                                          REEMPLOYMENT RIGHTS ACT OF
                                          1994

                                      	
                                        65

                                      
	 	 	 
	
                                        LIMITATIONS
                                          ON ALLOCATIONS

                                      	
                                        66

                                      


                              

                               

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                              
                                
                                  	 	 	 
	
                                          10.1

                                        	
                                          PARTICIPATION
                                            IN THIS PLAN ONLY

                                        	
                                          66

                                        
	 	 	 
	
                                          10.2

                                        	
                                          DISPOSITION
                                            OF EXCESS ANNUAL ADDITIONS 

                                        	
                                          66

                                        
	 	 	 
	
                                          10.3

                                        	
                                          PARTICIPATIONIN
                                            MULTIPLEDEFINEDCONTRIBUTION PLANS

                                        	
                                          66

                                        
	 	 	 
	
                                          10.4

                                        	
                                          DISPOSITION
                                            OF EXCESS ANNUAL ADDITIONS UNDER TWO
                                            PLANS

                                        	
                                          67

                                        
	 	 	 
	
                                          10.5

                                        	
                                          PARTICIPATION
                                            IN THIS PLAN AND A DEFINED BENEFIT PLAN

                                        	
                                          67

                                        
	 	 	 
	
                                          ANTIDISCRIMINATION
                                            TESTING.

                                        	
                                          68

                                        
	 	 	 
	
                                          11.1

                                        	
                                          GENERAL
                                            TESTING REQUIREMENTS

                                        	
                                          68

                                        
	 	 	 
	
                                          11.2

                                        	
                                          ADP
                                            TESTING LIMITATIONS

                                        	
                                          68

                                        
	 	 	 
	
                                          11.3

                                        	
                                          SPECIAL
                                            RULES RELATING TO APPLICATION OF THE
                                            ADP TEST

                                        	
                                          69

                                        
	 	 	 
	
                                          11.4

                                        	
                                          CALCULATION
                                            AND DISTRIBUTION OF EXCESS CONTRIBUTIONS
                                            AND EXCESS AGGREGATE
                                            CONTRIBUTIONS

                                        	
                                          69

                                        
	 	 	 
	
                                          11.5

                                        	
                                          QUALIFIED
                                            NON-ELECTIVE AND/OR MATCHING CONTRIBUTIONS


                                        	
                                          70

                                        
	 	 	 
	
                                          11.6

                                        	
                                          ACP
                                            TESTING LIMITATIONS

                                        	
                                          70

                                        
	 	 	 
	
                                          11.7

                                        	
                                          SPECIALRULESRELATING
                                            TO THE APPLICATIONOF THE ACP TEST

                                        	
                                          71

                                        
	 	 	 
	
                                          11.8

                                        	
                                          RECHARACTERIZATION

                                        	
                                          72

                                        
	 	 	 
	
                                          11.9

                                        	
                                          NONDISCRIMINATION
                                            TESTS IN A SIMPLE 401(K) PLAN 

                                        	
                                          72

                                        
	 	 	 
	
                                          11.10

                                        	
                                          SAFE
                                            HARBOR RULES OF APPLICATION

                                        	
                                          72

                                        
	 	 	 
	
                                          11.11

                                        	
                                          SAFE
                                            HARBOR DEFINITIONS

                                        	
                                          73

                                        


                                

                                 

                                
                                  
                                    
                                    

                                  

                                  
                                    
                                    

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                
                                  
                                    	 	 	 
	
                                            11.12

                                          	
                                            REQUIRED
                                              RESTRICTIONS ON SAFE HARBOR CONTRIBUTIONS

                                          	
                                            74

                                          
	 	 	 
	
                                            11.13

                                          	
                                            ADP
                                              TEST SAFE HARBOR

                                          	
                                            74

                                          
	 	 	 
	
                                            11.14

                                          	
                                            ACP
                                              TEST SAFE HARBOR

                                          	
                                            74

                                          
	 	 	 
	
                                            11.15

                                          	
                                            SAFE
                                              HARBOR STATUS

                                          	
                                            75

                                          
	 	 	 
	
                                            11.16

                                          	
                                            SAFE
                                              HARBOR NOTICE REQUIREMENT

                                          	
                                            76

                                          
	 	 	 
	
                                            11.17

                                          	
                                            SATISFYING
                                              SAFE HARBOR CONTRIBUTION REQUIREMENTS
                                              UNDER ANOTHER DEFINED CONTRIBUTION
                                              PLAN

                                          	
                                            76

                                          
	 	 	 
	
                                            ADMINISTRATION
                                              

                                          	
                                            78

                                          
	 	 	 
	
                                            12.1

                                          	
                                            PLAN
                                              ADMINISTRATOR.

                                          	
                                            78

                                          
	 	 	 
	
                                            12.2

                                          	
                                            PERSONS
                                              SERVING AS PLAN ADMINISTRATOR

                                          	
                                            79

                                          
	 	 	 
	
                                            12.3

                                          	
                                            ACTION
                                              BY EMPLOYER

                                          	
                                            79

                                          
	 	 	 
	
                                            12.4

                                          	
                                            RESPONSIBILITIES
                                              OF THE PARTIES

                                          	
                                            79

                                          
	 	 	 
	
                                            12.5

                                          	
                                            ALLOCATION
                                              OF INVESTMENT RESPONSIBILITY

                                          	
                                            79

                                          
	 	 	 
	
                                            12.6

                                          	
                                            APPOINTMENT
                                              OF INVESTMENT MANAGER 

                                          	
                                            79

                                          
	 	 	 
	
                                            12.7

                                          	
                                            PARTICIPANT
                                              INVESTMENT DIRECTION 

                                          	
                                            80

                                          
	 	 	 
	
                                            12.8

                                          	
                                            APPLICATION
                                              OF ERISA SECTION404(C) 

                                          	
                                            80

                                          
	 	 	 
	
                                            12.9

                                          	
                                            PARTICIPANT
                                              LOANS 

                                          	
                                            81

                                          
	 	 	 
	
                                            12.10

                                          	
                                            INSURANCE
                                              POLICIES

                                          	
                                            83

                                          


                                  

                                   

                                  
                                    
                                      
                                      

                                    

                                    
                                      
                                      

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                  
                                    
                                      	 	 	 
	
                                              12.11

                                            	
                                              DETERMINATION
                                                OF QUALIFIED DOMESTIC RELATIONS ORDER
                                                (QDRO OR ORDER) 

                                            	
                                              84

                                            
	 	 	 
	
                                              12.12

                                            	
                                              RECEIPT
                                                AND RELEASE FOR PAYMENTS

                                            	
                                              85

                                            
	 	 	 
	
                                              12.13

                                            	
                                              RESIGNATION
                                                AND REMOVAL 

                                            	
                                              85

                                            
	 	 	 
	
                                              12.14

                                            	
                                              CLAIMS
                                                AND CLAIMS REVIEW PROCEDURE

                                            	
                                              85

                                            
	 	 	 
	
                                              12.15

                                            	
                                              BONDING
                                                

                                            	
                                              86

                                            
	 	 	 
	
                                              TRUST
                                                PROVISIONS

                                            	
                                              87

                                            
	 	 	 
	
                                              13.1

                                            	
                                              ESTABLISHMENT
                                                OF THE TRUST 

                                            	
                                              87

                                            
	 	 	 
	
                                              13.2

                                            	
                                              CONTROL
                                                OF PLAN ASSETS

                                            	
                                              87

                                            
	 	 	 
	
                                              13.3

                                            	
                                              DISCRETIONARY
                                                TRUSTEE

                                            	
                                              87

                                            
	 	 	 
	
                                              13.4

                                            	
                                              NONDISCRETIONARY
                                                TRUSTEE

                                            	
                                              88

                                            
	 	 	 
	
                                              13.5

                                            	
                                              PROVISIONS
                                                RELATING TO INDIVIDUAL TRUSTEES.

                                            	
                                              88

                                            
	 	 	 
	
                                              13.6

                                            	
                                              INVESTMENT
                                                INSTRUCTIONS

                                            	
                                              88

                                            
	 	 	 
	
                                              13.7

                                            	
                                              FIDUCIARY
                                                STANDARDS

                                            	
                                              88

                                            
	 	 	 
	
                                              13.8

                                            	
                                              POWERS
                                                OF THE TRUSTEE

                                            	
                                              89

                                            
	 	 	 
	
                                              13.9

                                            	
                                              APPOINTMENT
                                                OF ADDITIONALTRUSTEE AND ALLOCATIONOF
                                                RESPONSIBILITIES

                                            	
                                              91

                                            
	 	 	 
	
                                              13.10

                                            	
                                              COMPENSATION,
                                                ADMINISTRATIVE FEES AND EXPENSES

                                            	
                                              91

                                            
	 	 	 
	
                                              13.11

                                            	
                                              RECORDS
                                                

                                            	
                                              92

                                            
	 	 	 
	
                                              13.12

                                            	
                                              LIMITATION
                                                ON LIABILITY AND INDEMNIFICATION

                                            	
                                              92

                                            


                                    

                                     

                                    
                                      
                                        
                                        

                                      

                                      
                                        
                                        

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                    

                                    
                                      
                                        	 	 	 
	
                                                13.13

                                              	
                                                CUSTODIAN
                                                  

                                              	
                                                94

                                              
	 	 	 
	
                                                13.14

                                              	
                                                INVESTMENT
                                                  ALTERNATIVES OF THE CUSTODIAN 

                                              	
                                                95

                                              
	 	 	 
	
                                                13.15

                                              	
                                                PROHIBITED
                                                  TRANSACTIONS

                                              	
                                                95

                                              
	 	 	 
	
                                                13.16

                                              	
                                                EXCLUSIVE
                                                  BENEFIT RULES

                                              	
                                                95

                                              
	 	 	 
	
                                                13.17

                                              	
                                                ASSIGNMENT
                                                  AND ALIENATION OF BENEFITS

                                              	
                                                95

                                              
	 	 	 
	
                                                13.18

                                              	
                                                LIQUIDATION
                                                  OF ASSETS

                                              	
                                                96

                                              
	 	 	 
	
                                                13.19

                                              	
                                                RESIGNATION
                                                  AND REMOVAL

                                              	
                                                96

                                              
	 	 	 
	
                                                TOP-HEAVY
                                                  PROVISIONS.

                                              	
                                                97

                                              
	 	 	 
	
                                                14.1

                                              	
                                                APPLICABILITY
                                                  OF RULES

                                              	
                                                97

                                              
	 	 	 
	
                                                14.2

                                              	
                                                MINIMUM
                                                  CONTRIBUTION 

                                              	
                                                97

                                              
	 	 	 
	
                                                14.3

                                              	
                                                MINIMUM
                                                  VESTING 

                                              	
                                                97

                                              
	 	 	 
	
                                                14.4

                                              	
                                                LIMITATIONS
                                                  ON ALLOCATIONS 

                                              	
                                                98

                                              
	 	 	 
	
                                                14.5

                                              	
                                                USE
                                                  OF SAFE HARBOR CONTRIBUTIONS TO
                                                  SATISFY TOP-HEAVY CONTRIBUTION
                                                  RULES
                                                  

                                              	
                                                98

                                              
	 	 	 
	
                                                14.6

                                              	
                                                TOP-HEAVY
                                                  RULES FOR SIMPLE 401(K) PLANS

                                              	
                                                98

                                              
	 	 	 
	
                                                AMENDMENT
                                                  AND TERMINATION

                                              	
                                                99

                                              
	 	 	 
	
                                                15.1

                                              	
                                                AMENDMENT
                                                  BY SPONSOR 

                                              	
                                                99

                                              
	 	 	 
	
                                                15.2

                                              	
                                                AMENDMENT
                                                  BY EMPLOYER

                                              	
                                                99

                                              


                                      

                                       

                                      
                                        
                                          
                                          

                                        

                                        
                                          
                                          

                                          
                                            

                                          

                                        

                                        
                                          
                                          

                                        

                                      

                                      
                                        
                                          	 	 	 
	
                                                  15.3

                                                	
                                                  PROTECTED
                                                    BENEFITS 

                                                	
                                                  99

                                                
	 	 	 
	
                                                  15.4

                                                	
                                                  PLAN
                                                    TERMINATION

                                                	
                                                  99

                                                
	 	 	 
	
                                                  15.5

                                                	
                                                  DISTRIBUTION
                                                    RESTRICTIONS UNDER A CODE SECTION
                                                    401(K) PLAN

                                                	
                                                  99

                                                
	 	 	 
	
                                                  15.6

                                                	
                                                  QUALIFICATION
                                                    OF EMPLOYER'S PLAN

                                                	
                                                  100

                                                
	 	 	 
	
                                                  15.7

                                                	
                                                  MERGERS
                                                    AND CONSOLIDATIONS 

                                                	
                                                  100

                                                
	 	 	 
	
                                                  15.8

                                                	
                                                  QUALIFICATION
                                                    OF PROTOTYPE

                                                	
                                                  100

                                                
	 	 	 
	
                                                  GOVERNING
                                                    LAW

                                                	
                                                  101

                                                
	 	 	 
	
                                                  16.1

                                                	
                                                  GOVERNING
                                                    LAW

                                                	
                                                  101

                                                
	 	 	 
	
                                                  16.2

                                                	
                                                  STATE
                                                    COMMUNITY PROPERTY LAWS 

                                                	
                                                  101

                                                
	 	 	 
	
                                                  IRS
                                                    MODEL AMENDMENT

                                                	
                                                  102

                                                
	 	 	 
	
                                                  AMENDMENT
                                                    TO THE PROTOTYPE DEFINED CONTRIBUTION
                                                    PLAN BASIC PLAN
                                                    DOCUMENT
                                                    #01

                                                	
                                                  1

                                                
	 	 	 
	
                                                  MINIMUM
                                                    DISTRIBUTION REQUIREMENTS 

                                                	
                                                  6

                                                
	 	 	 
	
                                                  ARTICLE
                                                    XVII 

                                                	
                                                  6

                                                
	 	 	 
	
                                                  17.1

                                                	
                                                  EFFECTIVE
                                                    DATE 

                                                	
                                                  6

                                                
	 	 	 
	
                                                  17.2

                                                	
                                                  COORDINATION
                                                    WITH MINIMUM DISTRIBUTION REQUIREMENTS
                                                    PREVIOUSLY IN EFFECT
                                                    

                                                	
                                                  6

                                                
	 	 	 
	
                                                  17.3

                                                	
                                                  PRECEDENCE
                                                    

                                                	
                                                  6

                                                
	 	 	 
	
                                                  17.4

                                                	
                                                  REQUIREMENTS
                                                    OF TREASURY REGULATIONS INCORPORATED

                                                	
                                                  6

                                                


                                        

                                         

                                        
                                          
                                            
                                            

                                          

                                          
                                            
                                            

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                        

                                        
                                          	 	 	 
	
                                                  17.5

                                                	
                                                  TEFRA
                                                    SECTION 242(B)(2) ELECTIONS

                                                	
                                                  6

                                                
	 	 	 
	
                                                  17.6

                                                	
                                                  REQUIRED
                                                    BEGINNING DATE

                                                	
                                                  6

                                                
	 	 	 
	
                                                  17.7

                                                	
                                                  DEATH
                                                    OF PARTICIPANTBEFORE DISTRIBUTIONS
                                                    BEGIN.

                                                	
                                                  6

                                                
	 	 	 
	
                                                  17.8

                                                	
                                                  FORMS
                                                    OF DISTRIBUTIONS

                                                	
                                                  7

                                                
	 	 	 
	
                                                  17.9

                                                	
                                                  AMOUNT
                                                    OF REQUIRED MINIMUMDISTRIBUTIONFOR
                                                    EACH DISTRIBUTION CALENDAR
                                                    YEAR.

                                                	
                                                  7

                                                
	 	 	 
	
                                                  17.10

                                                	
                                                  LIFETIME
                                                    REQUIRED MINIMUM DISTRIBUTIONS
                                                    CONTINUE THROUGH YEAR OF PARTICIPANT’S
                                                    DEATH

                                                	
                                                  7

                                                
	 	 	 
	
                                                  17.11

                                                	
                                                  DEATH
                                                    ON OR AFTER DISTRIBUTIONS BEGIN


                                                	
                                                  7

                                                
	 	 	 
	
                                                  17.12

                                                	
                                                  DEATH
                                                    BEFORE DATE DISTRIBUTIONS BEGIN


                                                	
                                                  8

                                                
	 	 	 
	
                                                  17.13

                                                	
                                                  DESIGNATED
                                                    BENEFICIARY 

                                                	
                                                  8

                                                
	 	 	 
	
                                                  17.14

                                                	
                                                  DISTRIBUTION
                                                    CALENDAR YEAR

                                                	
                                                  8

                                                
	 	 	 
	
                                                  17.15

                                                	
                                                  LIFE
                                                    EXPECTANCY

                                                	
                                                  8

                                                
	 	 	 
	
                                                  17.16

                                                	
                                                  PARTICIPANT’S
                                                    ACCOUNT BALANCE 

                                                	
                                                  8

                                                
	 	 	 
	
                                                  17.17

                                                	
                                                  REQUIRED
                                                    BEGINNING DATE

                                                	
                                                  8

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      PROTOTYPE
        DEFINED CONTRIBUTION PLAN Sponsored By PNC Bank, National Association


      


      The
        Sponsor hereby establishes this Plan for use by its clients who wish to adopt
        a
        qualified retirement plan. This Plan shall be interpreted in a manner consistent
        with the intention of the adopting Employer that this Plan satisfy Internal
        Revenue Code Sections 401 and 501. Any Plan and Trust established hereunder
        shall be so established for the exclusive benefit of Plan Participants and
        their
        Beneficiaries and shall be administered under the following terms and
        conditions: 

      


      ARTICLE
        I DEFINITIONS 

      


      
        
          
            	1.1	
                    Actual
                      Contribution Percentage (ACP) The
                      ratio (expressed as a percentage and calculated separately
                      for each Participant)
                      of: 

                  


          

           

        

      

      
        	
                (a)
                  

              	
                the
                  Participant’s Contribution Percentage Amounts [as defined at (c)-(f)] for
                  a Plan Year, to 

              
	
                (b)
                  

              	
                the
                  Participant’s Compensation for such Plan Year. [Unless otherwise specified
                  in the Adoption Agreement, Compensation
                  will only include amounts for the period during which the Employee
                  was
                  eligible to participate.] 

              


      

      


      Contribution
        Percentage Amounts on behalf of any Participant shall include: 

      


      (c) the
        amount of Voluntary After-tax Contributions, Required After-tax Contributions,
        Matching Contributions (except to the extent such Matching Contributions
        may be
        disregarded in accordance with IRS Notice 98-1), and Qualified Matching
        Contributions (to the extent not taken into account for purposes of the ADP
        test) made under the Plan on behalf of the Participant, 

      


      (d)
         forfeitures
        of Excess Aggregate Contributions or Matching Contributions allocated to
        the
        Participant’s account which shall be taken into account in the year in which
        such forfeiture is allocated, 

      


      (e)
         at
        the
        election of the Employer, Qualified Non-Elective Contributions, and


      


      (f)
         the
        Employer may elect to use Elective Deferrals in the Contribution Percentage
        Amounts as long as the ADP test is met before the Elective Deferrals are
        used in
        the ACP test and continues to be met following the exclusion of those Elective
        Deferrals that are used to meet the ACP test. 

      


      Contribution
        amounts shall not include Matching Contributions, whether or not Qualified,
        that
        are forfeited either to correct Excess Aggregate Contributions, or because
        the
        contributions to which they relate are Excess Deferrals, Excess Contributions,
        or Excess Aggregate Contributions. 

      


      
        
          
            	1.2	
                    Actual
                      Deferral Percentage (ADP) The
                      ratio (expressed as a percentage and calculated separately
                      for each
                      Participant) of: 

                  


          

        

      

      


      (a) the
        amount of Employer contributions [as defined at (c) - (d)] actually contributed
        to the Trust on behalf of such Participant for a Plan Year, to 

      


      (b)
         the
        Participant’s Compensation for such Plan Year. [Unless otherwise specified in
        the Adoption Agreement, Compensation will only include amounts received for
        the
        period during which the Employee was eligible to participate.] 

      


      Employer
        contributions on behalf of any Participant shall include: 

      


      (c) any
        Elective Deferrals made pursuant to the Participant’s Salary Deferral Agreement,
        including Excess Elective Deferrals of Highly Compensated Employees, but
        excluding Excess Elective Deferrals distributed to Non-Highly Compensated
        Employees and Elective Deferrals that are either taken into account in the
        Contribution Percentage test (provided the ADP test is satisfied both with
        and
        without exclusion of these Elective
        Deferrals) or are returned as excess Annual Additions, 

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (d)
         at
        the
        election of the Employer, Qualified Non-Elective Contributions and Qualified
        Matching Contributions. 

      


      For
        purposes of computing Actual Deferral Percentages, an eligible Employee who
        fails to make Elective Deferrals shall be treated as a Participant on whose
        behalf no Elective Deferrals are made. 

      


      
        
          
            	1.3	
                    Adoption
                      Agreement


                  


          

        

      

      


      The
        document attached to this Plan by which an Employer who adopts a Plan elects
        the
        terms and conditions of a Qualified Plan established under this Basic Plan
        Document #01. 

      


      
        
          
            	1.4	
                    Aggregate
                      Limit 

                  


          

        

      

      


      The
        sum
        of: 

      
        	
                (a)
                  

              	
                125%
                  of the greater of the Average Deferral Percentage of the Non-Highly
                  Compensated Employees for the
                  Prior Plan Year or the Average Contribution Percentage of Non-Highly
                  Compensated Employees under the
                  401(k) Plan subject to Code Section 401(m) for the Plan Year beginning
                  with or within the Prior Plan Year,
                  and 

              
	 	
              
	
                (b)
                  

              	
                the
                  lesser of 200% or two percent plus the lesser of such ADP or ACP.
                  

              


      

      


      Alternatively,
        the Aggregate Limit can be determined by substituting “the lesser of 200% or two
        percent plus” for “125% of” in (a) above, and substituting “125% of” for “the
        lesser of 200% or two percent plus” in (b) above if it would result in a larger
        Aggregate Limit. 

      


      If
        the
        Employer has elected in the Adoption Agreement to use the Current Year Testing
        Method, then, in calculating the Aggregate Limit for a particular Plan Year,
        the
        Non-Highly Compensated Employees’ ADP and ACP for that Plan Year, instead of the
        prior Plan Year, is used. 

      


      
        
          
            	1.5	
                    Allocation
                      Date(s) 

                  


          

        

      

      


      The
        date
        or dates on which Participant recordkeeping accounts are adjusted to reflect
        account activity including but not limited to contributions, loans
        distributions, Hardship withdrawals, as well as earnings activity including
        but
        not limited to income, capital gains or market fluctuations in accordance
        with
        Article V hereof. Unless the Plan Administrator in a uniform and
        nondiscriminatory manner designates otherwise, all allocations for a particular
        Plan Year will be made as of the Valuation Date of that Plan Year. 

      


      
        
          
            	1.6	
                    Annual
                      Additions


                  


          

        

      

      


      The
        sum
        of the following amounts credited to a Participant’s account for the Limitation
        Year: 

      


      (a) Employer
        contributions (under Article III), 

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (b) Employee
        contributions (under Article IV), 

      


      (c) 
        forfeitures, 

      


      (d) Employer
        allocations under a Simplified Employee Pension Plan, 

      


      (e) amounts
        allocated after March 31, 1984, to an individual medical account as defined
        in
        Code Section 415(l)(2), which is part of a pension or annuity plan maintained
        by
        the Employer (these amounts are treated as Annual Additions to a Defined
        Contribution Plan though they arise under a Defined Benefit Plan), and


      


      (f)
         amounts
        derived from contributions paid or accrued after 1985, in taxable years ending
        after 1985, which are either attributable to post-retirement medical benefits
        allocated to the account of a Key Employee or to a Welfare Benefit Fund
        maintained by the Employer. For purposes of this paragraph, an Employee is
        a Key
        Employee if he or she meets the requirements of paragraph 1.55 at any time
        during the Plan Year or any preceding Plan Year. 

      


      For
        purposes of applying the limitations of Code Section 415, the transfer of
        funds
        from one Qualified Plan to another is not considered an Annual Addition.
        The
        following are not Employee contributions for the purposes of Annual Additions:
        

      


      (g) Rollover
        Contributions [as defined in Code Sections 402(e)(6), 403(a)(4), 403(b)(8)
        and
        408(d)(3)]; 

      


      (h)
         repayments
        of loans made to a Participant from the Plan; 

      


      (i) repayments
        of distributions received by an Employee pursuant to Code Section 411(a)(7)(B)
        (cash-outs); 

      


      (j)
         repayments
        of distributions received by an Employee pursuant to Code Section 411(a)(3)(D)
        (mandatory contributions); and 

      


      (k)
        Employee contributions to a Simplified Employee Pension Plan excludible from
        gross income under Code Section 408(k)(6). 

      


      Employee
        and Employer make-up contributions under USERRA received during the current
        Limitation Year shall be treated as Annual Additions with respect to the
        Limitation Year to which the make-up contributions are attributable. Excess
        Amounts applied in a Limitation Year to reduce Employer contributions will
        be
        considered Annual Additions for such Limitation Year, pursuant to the provisions
        of Article X. 

      


      
        
          
            	1.7	
                    Annuity
                      Starting Date


                  


          

        

      

      


      The
        first
        day of the first period for which an amount is paid as an annuity or in any
        other form. 

      


      
        
          
            	1.8	
                    Applicable
                      Calendar
                      Year

                  


          

        

      

      


      The
        First
        Distribution Calendar Year, and in the event of the recalculation of life
        expectancy, such succeeding calendar year. If payments commence in accordance
        with paragraph 7.4(d) before the Required Beginning Date, the Applicable
        Calendar Year is the year such payments commence. If distribution is in the
        form
        of an immediate annuity purchased after the Participant’s death with the
        Participant’s remaining interest, the Applicable Calendar Year is the year of
        purchase. 

      


      
        	
                1.9

              	
                Applicable
                  Life Expectancy 

              


      

      


      The
        life
        expectancy or joint and last survivor expectancy calculated using the attained
        age of the Participant or Beneficiary as of the Participant’s or Beneficiary’s
        birthday in the Applicable Calendar Year, reduced by one for each calendar
        year
        which has elapsed since the date life expectancy was first calculated. If
        life
        expectancy is being recalculated, the Applicable Life Expectancy shall be
        the
        life expectancy as so recalculated. The life expectancy of a non-Spouse
        Beneficiary may not be recalculated. 

      


      
        	
                1.10

              	
                Average
                  Annual Compensation 

              


      

      


      The
        average of a Participant’s annual Compensation as defined in paragraph 1.16 of
        this Basic Plan Document #01, over the three (3) consecutive Plan Year period
        ending in either the current year or any prior year that produces the highest
        average. If the Participant has fewer than three (3) years of participation
        in
        this Plan, Compensation is averaged over the Participant’s total period of
        participation. 

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      1.     1.11    Average
        Contribution Percentage (ACP) 

      


      2.     1.12    Average
        Deferral Percentage (ADP) 

      


      The
        average of the Actual Contribution Percentages for the eligible Participants
        in
        a specified group of Participants for a Plan Year. 

      


      The
        average of the Actual Deferral Percentages for Participants in a specified
        group
        of Participants for a Plan Year. 

      


      
        	
                1.13

              	
                Beneficiary
                  

              


      

      


      A
        “Beneficiary” is any person other than the Participant and an estate or trust
        who by operation of law, or under the terms of the Plan is entitled to receive
        any Vested Account Balance of a Participant under the Plan. A “Designated
        Beneficiary” is any individual designated or determined in accordance with Code
        Section 401(a)(9) and the Regulations issued thereunder, except that it shall
        not include any person who becomes a beneficiary by virtue of the laws of
        inheritance or intestate succession. 

      


      
        	1.14	
                Break
                  In Service 

              


      

      
         
          .(a) If the Hours of Service method is used in determining either an Employee’s
          initial or continuing eligibility to participate in the Plan, or the
          nonforfeitable interest in the Employee’s account balance derived from Employer
          contributions, a Break in Service is a twelve (12) consecutive month period
          during which the Employee has not completed more than five hundred (500)
          Hours
          of Service. 

        

           
            .(b) For purposes of determining whether a Break in Service has occurred
            in a
            particular computation period, an Employee who is absent from work for
            maternity
            or paternity reasons shall receive credit for Hours of Service which
            would
            otherwise have been credited to such Employee but for such absence, or
            in any
            case in which such hours cannot be determined, with eight (8) Hours of
            Service
            per day of such absence. The Hours of Service to be so credited shall
            be
            credited in the computation period in which the absence begins if the
            crediting
            is necessary to prevent a Break in Service in that period or, in all
            other
            cases, in the following computation periods. 

        

         

         
          .(c) With
          respect to determinations based on the Elapsed Time method, a severance
          period
          of not less than twelve (12) consecutive months. In the case of an Employee
          who
          is absent from work for maternity or paternity reasons, the twelve (12)
          consecutive month period beginning on the first anniversary of the first
          day of
          such absence shall not constitute a Break in Service. 

        
           
            .(d) Notwithstanding the foregoing, in the case of an Employee who is
            absent
            from work beyond the first anniversary of the first day of absence from
            work for
            maternity or paternity reasons, such period begins on the second anniversary
            of
            the first day of such absence. The period between the first and second
            anniversaries of said first day of absence from work is neither a Period
            of
            Service for which the Employee will receive credit nor is such period
            a Break in
            Service. 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
            Employee, 

        

        

           
            .(2) by reason of the birth of a child of the Employee, (3) by reason
            of the
            placement of a child with the Employee in connection with the adoption
            of such
            child by such Employee, or (4) for purposes of caring for such child
            for a
            period beginning immediately following such birth or placement.


        

         

         
          .(e) An
          Employer adopting the Elapsed Time method is required to credit periods
          of
          Service and, under the Service spanning rules, certain periods of severance
          of
          twelve (12) months or less. Under the first Service spanning rule, if an
          Employee severs from Service as a result of resignation, discharge or retirement
          and then returns to Service within twelve (12) months, the Period of Severance
          is required to be taken into account. A situation may arise in which an
          Employee
          is absent from Service for any reason other than resignation, discharge,
          retirement and during the absence a resignation, discharge or retirement
          occurs.
          The second Service spanning rule provides that, under such circumstances,
          the
          Plan is required to take into account the period of time between the severance
          from Service date (i.e., the date of resignation, discharge or retirement)
          and
          the first anniversary of the date on which the Employee was first absent,
          if the
          Employee returns to Service on or before such first anniversary date.


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                1.15

              	
                Code
                  

              


      

      


      The
        Internal Revenue Code of 1986, including any amendments thereto. Reference
        to
        any section or subsection of the Code, includes reference to any comparable
        or
        succeeding provisions of any legislation which amends, supplements or replaces
        such section or subsection, and also includes reference to any Regulation
        issued
        pursuant to or with respect to such section or subsection. 

      


      
        	
                1.16

              	
                Compensation
                  

              


      

      


      The
        Employer may select one of the following three safe harbor definitions of
        Compensation in the Adoption Agreement. The definition of Compensation (for
        Employers who adopt) under standardized plans, plans that provide permitted
        disparity (other than the CODA portion of these plans), Target Benefit Plans
        and
        for Employers determining top-heavy minimum contributions must be one of
        the
        three safe harbor definitions of Compensation. In a Nonstandardized Adoption
        Agreement, the Employer may modify the definition of Compensation provided
        that
        such definition, as modified, satisfies the provisions of Code Sections 414(s)
        and 401(a)(4). Compensation will also include Compensation by the Employer
        through another employer or entity under the provisions of Code Sections
        3121
        and 3306. 

      


       
        .(a) Code
        Section 3401(a) Wages -
        All
        remuneration received by an Employee for services performed for the Employer
        which are subject to Federal income tax withholding at the source. Unless
        elected otherwise in the Adoption Agreement, Compensation shall include any
        amount deferred under a Salary Deferral Agreement which is not includible
        in the
        gross income of a Participant under Code Section 125 in connection with a
        cafeteria plan, Code Section 402(e)(3) in connection with a cash or deferred
        plan, Code Section 402(h)(1)(B) in connection with a Simplified Employee
        Pension
        Plan, Code Section 401(k) in connection with a SIMPLE Retirement Account,
        Code
        Section 457 in connection with a Plan maintained under said Section, and
        Code
        Section 403(b) in connection with a tax-sheltered annuity plan. Wages are
        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 [such as the exception for agricultural labor in Code Section
        3401(a)(2)]. For Limitation Years beginning after December 31, 1997, for
        purposes of applying the limitations of this paragraph, Compensation paid
        or
        made available during such Limitation Year shall include any Elective Deferral
        [as defined in Code Section 402(g)(3)], and any amount which is contributed
        or
        deferred by the Employer at the election of the Employee and which is not
        includible in the gross income of the Employee by reason of Code Sections
        125,
        132(f)(4), 402(e)(3), 402(h)(1), or 403(b). 

      


       
        .(b) Code
        Sections 6041, 6051 And 6052 Reportable Wages -
        All
        remuneration received by an Employee for services performed for the Employer
        which are required to be reported on Form W-2. Unless otherwise elected in
        the
        Adoption Agreement, Compensation shall include any amount deferred under
        a
        Salary Deferral Agreement which is not includible in the gross income of
        a
        Participant under Code Section 125 in connection with a cafeteria plan, Code
        Section 402(e)(3) in connection with a cash or deferred plan, Code Section
        402(h)(1)(B) in connection with a Simplified Employee Pension Plan, and Code
        Section 403(b) in connection with a tax-sheltered annuity plan. A Participant’s
        wages includes remuneration defined at subparagraph (a) above and all other
        remuneration paid 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 Sections 6041(d), 6051(a)(3) and
        6052.
        Such amount must be 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 [such as the exception for agricultural labor in
        Code
        Section 3401(a)(2)]. For Limitation Years beginning after December 31, 1997,
        for
        purposes of applying the limitations of this paragraph, Compensation paid
        or
        made available during such Limitation Year shall include any Elective Deferral
        [as defined in Code Section 402(g)(3)], and any amount which is contributed
        or
        deferred by the Employer at the election of the Employee and which is not
        includible in the gross income of the Employee by reason of Code Sections
        125,
        132(f)(4), 402(e)(3), 402(h)(1) or 403(b). 

      


       
        .(c) Code
        Section 415 Compensation
        -
        A
        Participant’s Earned Income, wages, salaries, and fees for professional services
        and other amounts received, without regard to whether or not an amount is
        paid
        in cash, for personal services actually rendered in the course of employment
        with the Employer maintaining the Plan. Compensation includes, but is not
        limited to, commissions paid salesmen, Compensation for services on the basis
        of
        a percentage of profits, commissions on insurance premiums, tips, bonuses,
        fringe benefits and reimbursements or other expense allowances under a
        nonaccountable plan [as described in Regulation Section 1.62-2(c)]. For
        Limitation Years beginning after December 31, 1997, for purposes of applying
        the
        limitations of this paragraph, Compensation paid or made available during
        such
        Limitation Year shall include any Elective Deferral [as defined in Code Section
        402(g)(3)], and any amount which is contributed or deferred by the Employer
        at
        the election of the Employee and which is not includible in the gross income
        of
        the Employee by reason of Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)
        or
        403(b). Compensation excludes the following: 

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      (1)
        for
        Plan Years beginning before January 1, 1998, Employer contributions made
        under
        the terms of a Salary Deferral Agreement between an Employee and the Employer
        to
        a plan of deferred compensation which are not includible in the Employee’s gross
        income for the taxable year in which contributed. Such contributions shall
        include any amount deferred under Code Section 125 in connection with a
        cafeteria plan, Code Section 402(e)(3) in connection with a cash or deferred
        plan, Code Section 402(h)(1)(B) in connection with a Simplified Employee
        Pension
        Plan, Code Section 402(k) in connection with a SIMPLE Retirement Account,
        Code
        Section 457 in connection with a Plan maintained under said Section, and
        Code
        Section 403(b) in connection with a tax-sheltered annuity plan, 

       

      
        	
                (2)     
                   

              	
                distributions
                  received from a plan of deferred compensation, 

              
	
                (3)       
                  

              	
                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, 

              
	
                (4)       
                  

              	
                amounts
                  realized from the sale, exchange or other disposition of stock
                  acquired
                  under a qualified 

              
	 	
                stock
                  option, and 

              
	
                (5)       

              	
                amounts
                  deferred by an Employee under the terms of a non-qualified deferred
                  compensation plan. 

              


      

      


      


      Unless
        otherwise specified by the Employer in the Adoption Agreement, Compensation
        shall be determined as provided in Code Section 3401(a) [paragraph (a) above].
        Notwithstanding the foregoing, the Compensation of a Participant who is a
        sole
        proprietor, partner or a member of a limited liability corporation (LLC)
        shall
        be determined under Code Section 415. Unless indicated otherwise in the Adoption
        Agreement, the definition of Compensation used in nondiscrimination testing
        (ADP/ACP Testing) will be determined by the Employer. Notwithstanding any
        other
        provision to the contrary, if the Plan is an amendment and restatement of
        a
        Qualified Plan, for Plan Years ending prior to the Plan Year in which the
        amendment or restatement is adopted, Compensation shall have the meaning
        set
        forth in the Qualified Plan prior to its amendment. 

      


      Exclusions
        From Compensation A
        Participant’s Compensation shall be determined in accordance with paragraph (a),
        (b) or (c)
        above
        and shall not exclude any item of income unless provided in the basic definition
        or elected by the Employer in the Adoption Agreement. 

      


      Annual
        Additions And Top-Heavy Rules Except
        as
        elected on the Adoption Agreement, for purposes of Article X and XIV,
        Compensation shall be Code Section 415 Compensation as described in paragraph
        1.16(c). For Plan Years beginning before January 1, 1998, Compensation excludes
        amounts deferred under a plan of deferred Compensation as described at paragraph
        1.16(c)(1). For Plan Years beginning after December 31, 1997, Compensation
        includes amounts deferred under a plan of deferred compensation as described
        at
        paragraph 1.16(c)(1). For purposes of applying the limitations of Article
        X,
        Compensation for a Limitation Year is the Compensation actually paid or made
        available during such Limitation Year. For Limitation Years beginning after
        December 31, 1997, for purposes of applying the limitations of this paragraph,
        Compensation paid or made available during such Limitation Year shall include
        any Elective Deferral [as defined in Code Section 402(g)(3)], and any amount
        which is contributed or deferred by the Employer at the election of the Employee
        and which is not includible in the gross income of the Employee by reason
        of
        Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B) or 403(b). 

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      If
        the
        Plan is or becomes Top-Heavy in any Plan Year beginning after December 31,
        1983,
        the provisions of Article XIV will supersede any conflicting provisions in
        the
        Basic Plan Document #01 or Adoption Agreement. 

      


      Contributions
        Made On Behalf Of Disabled Participants Compensation
        with respect to a Participant in a Defined Contribution Plan who is permanently
        and totally disabled [as defined in Code Section 22(e)(3)] is the Compensation
        such Participant would have received for the Limitation Year if the Participant
        had been paid at the rate of Compensation paid immediately before becoming
        permanently and totally disabled; for Limitation Years beginning before January
        1, 1997, but not for Limitation Years beginning after December 31, 1996,
        such
        imputed Compensation for the disabled Participant may be taken into account
        only
        if the Participant is not a Highly Compensated Employee (defined at paragraph
        1.52) and contributions made on behalf of such Participant are nonforfeitable
        when made. Compensation will mean Compensation as that term is defined in
        this
        paragraph. 

      


      Highly
        Compensated And Key Employees For
        purposes of paragraphs 1.52 and 1.55, Compensation shall be Code Section
        415
        Compensation as described in paragraph 1.16(c). Such definition shall include
        any amount deferred under Code Section 125 in connection with a cafeteria
        plan,
        Code Section 402(e)(3) in connection with a cash or deferred plan, Code Section
        402(h)(1)(B) in connection with a Simplified Employee Pension Plan, Code
        Section
        402(k) in connection with a SIMPLE Retirement Account (SIMPLE), Code Section
        457
        in connection with a Plan maintained under said Section, and Code Section
        403(b)
        in connection with a tax-sheltered annuity plan. The Employer, if elected
        in the
        Adoption Agreement, may limit Compensation considered for purposes of the
        Plan
        for these Participants. 

      


      Computation
        Period
        The Plan
        Year, while eligible to participate, shall be the computation period for
        purposes of determining a Participant’s Compensation, unless the Employer
        selects a different computation period in the Adoption Agreement. 

      


      Limitation
        On Compensation
        The
        annual Compensation of each Participant which may be taken into account for
        determining all benefits provided under the Plan for any year, shall not
        exceed
        the limitation as imposed by Code Section 401(a)(17), as adjusted under Code
        Section 401(a)(17)(B). If a Plan has a Plan Year that contains fewer than
        twelve
        (12) calendar months, the annual Compensation limit for that period is an
        amount
        equal to the limitation as imposed by Code Section 401(a)(17) as adjusted
        for
        the calendar year in which the Compensation period begins, multiplied by
        a
        fraction, the numerator of which is the number of full months in the short
        Plan
        Year and the denominator of which is twelve (12). 

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      USERRA
        For
        purposes of Employee and Employer make-up contributions, Compensation during
        the
        period of military service shall be deemed to be the Compensation the Employee
        would have received during such period if the Employee were not in qualified
        military service, based on the rate of pay the Employee would have received
        from
        the Employer but for the absence due to military leave. If the Compensation
        the
        Employee would have received during the leave is not reasonably certain,
        Compensation will be equal to the Employee’s average Compensation from the
        Employer during the twelve (12) month period immediately preceding the military
        leave or, if shorter, the Employee’s actual period of employment with the
        Employer. 

      


      Definition
        of Compensation for Purposes of Safe Harbor CODA Provisions
Compensation
        for the purposes of a Safe Harbor CODA is defined in this paragraph 1.16
        of this
        Basic Plan Document #01. No dollar limit other than the limit imposed by
        Code
        Section 401(a)(17) applies to the Compensation of a Non-Highly Compensated
        Employee. For purposes of determining the Compensation subject to a
        Participant’s salary deferral election, the Employer may use an alternative
        definition to the one described above provided such alternative definition
        is a
        reasonable definition within the meaning of Section 1.414(s)-1(d)(2) of the
        Regulations and permits each Participant to contribute sufficient Elective
        Deferrals to receive the maximum amount of Matching Contributions (determined
        using the definition of Compensation described above) available to the
        Participant under the Plan. 

      


      Definition
        Of Compensation For Purposes Of 401(k) SIMPLE
        Provisions
        For
        purposes of paragraphs 1.36 and 3.2, of this Basic Plan Document #01,
        Compensation is the sum of the wages, tips and other compensation from the
        Employer subject to Federal income tax withholding [as described in Code
        Section
        6051(a)(3)] and the Employee’s salary reduction contributions made under Code
        Section 125 in connection with a cafeteria plan, Code Section 402(e)(3) in
        connection with a cash or deferred plan, Code Section 402(h)(1)(B) in connection
        with a Simplified Employee Pension Plan, Code Section 402(k) in connection
        with
        a SIMPLE Retirement Account, Code Section 457 in connection with a plan
        maintained under said Section and Code Section 403(b) in connection with
        a
        tax-sheltered annuity plan, required to be reported by the Employer on Form
        W-2
        [as described in Code Section 6051(a)(8)]. For self-employed individuals,
        Compensation means net earnings from self-employment determined under Code
        Section 1402(a) prior to subtracting any contributions made to this Plan
        on
        behalf of any Employee. The provisions of the Plan implementing the limit
        on
        Compensation under Code Section 401(a)(17) apply to the Compensation under
        paragraph 4.8 of Article IV. 

      


      
        	1.17	
                Covered
                  Compensation 

              


      

      


      A
        Participant’s Covered Compensation for a Plan Year is the average (without
        indexing) of the Taxable Wage Bases in effect for each calendar year in the
        thirty-five (35) year period ending with the calendar year in which the
        Participant attains (or will attain) social security retirement age. In
        determining a Participant’s Covered Compensation for a Plan Year, the Taxable
        Wage Base in effect for the current Plan Year and any subsequent Plan Year
        will
        be assumed to be the same as the taxable wage base in effect as of the beginning
        of the Plan Year for which the determination is being made. Covered Compensation
        will be determined for the year designated by the Employer in Section III(C)
        of
        the Target Benefit Plan Adoption Agreement. 

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      A
        Participant’s Covered Compensation for a Plan Year before the end of the
        thirty-five (35) year period ending with the last day of the calendar year
        in
        which the Participant attains social security retirement age is the Taxable
        Wage
        Base in effect as of the beginning of the Plan Year. A Participant’s Covered
        Compensation for a Plan Year after such thirty-five (35) year period is the
        Participant’s Covered Compensation for the Plan Year during which the
        thirty-five (35) year period ends. 

      


      
        	1.18	
                Custodian
                  

              


      

      


      The
        institution or institutions (who may be the Sponsor or an affiliate) and
        any
        successors or assigns thereto, appointed by the Employer to hold the assets
        of
        the Trust as provided at paragraph 13.2 herein. 

      


      
        	1.19	
                Davis-Bacon
                  Act 

              


      

      


      40
        U.S.C.
        Section 276a et seq. as may be amended from time to time. 

      


      
        	1.20	
                Defined
                  Benefit Plan 

              


      

      


      A
        plan
        under which a Participant's benefit is determined by a formula contained
        in the
        plan and no Employee accounts are maintained for Participants. 

      


      
        	1.21	
                Defined
                  Benefit (Plan) Fraction


              


      

      


      For
        Limitation Years beginning before January 1, 2000, a fraction, the numerator
        of
        which is the sum of the Participant's Projected Annual Benefits under all
        the
        Defined Benefit Plans (whether or not terminated) maintained by the Employer,
        and the denominator of which is the lesser of 125% of the dollar limitation
        determined for the Limitation Year under Code Sections 415(b) and (d) or
        140% of
        the Highest Average Compensation, including any adjustments under Code Section
        415(b). 

      


      Transitional
        Rule If
        an
        Employee was a Participant as of the first day of the first Limitation Year
        beginning after 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% 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 1987, disregarding any changes in the terms and conditions
        of the Plan after May 5, 1986. The preceding sentence applies only if the
        Defined Benefit Plans individually and in the aggregate satisfied the
        requirements of Code Section 415 for all Limitation Years beginning before
        1987.


      


      
        	1.22	
                Defined
                  Contribution Dollar Limitation


              


      

      


      Thirty
        thousand dollars ($30,000) as adjusted by the Secretary of the Treasury for
        increases in the cost-of-living. This limitation shall be adjusted by the
        Secretary at the same time and in the same manner as under Code Section 415(d).
        Such increases will be in multiples of five thousand dollars ($5,000).


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	1.23	
                Defined
                  Contribution Plan 

              


      

      


      A
        plan
        under which Employee accounts are maintained for each Participant to which
        all
        contributions, forfeitures, investment income and gains or losses, and expenses
        are credited or deducted. A Participant's benefit under such plan is based
        solely on the fair market value of his or her account balance. 

      


      
        	1.24	
                Defined
                  Contribution (Plan) Fraction


              


      

      


      For
        Limitation Years beginning before January 1, 2000, 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 nondeductible Employee 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 in paragraph 1.116, individual medical accounts as defined in Code
        Section 415(l)(2) and Simplified Employee Pension Plans as defined in paragraph
        1.99, maintained by the Employer), and the denominator of which is the sum
        of
        the maximum aggregate amounts for the current and all prior Limitation Years
        of
        Service with the Employer (regardless of whether a Defined Contribution Plan
        was
        maintained by the Employer). The maximum aggregate amount in the Limitation
        Year
        is the lesser of 125% of the dollar limitation determined under Code Sections
        415(b) and (d) in effect under Code Section 415(c)(1)(A) or 35% of the
        Participant's Compensation for such year. 

      


      Transitional
        Rule If
        an
        Employee was a Participant as of the end of the first day of the first
        Limitation Year beginning after 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 Fraction would otherwise exceed 1.0 under the terms of this Plan.
        Under
        the adjustment, an amount equal to the product of the excess of the sum of
        the
        fractions over 1.0 multiplied by 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 1987, and disregarding any changes
        in the
        terms and conditions of the Plan made after May 6, 1986, but using the Code
        Section 415 limitation applicable to the first Limitation Year beginning
        on or
        after January 1, 1987. The Annual Addition for any Limitation Year beginning
        before 1987, shall not be re-computed to treat all Employee contributions
        as
        Annual Additions. 

      


      
        	1.25	
                Direct
                  Rollover 

              


      

      


      A
        payment
        made by the Plan to an Eligible Retirement Plan that is specified by the
        Participant or a payment received by the Plan from an Eligible Retirement
        Plan
        on behalf of a Participant or an Employee, if selected in the Adoption Agreement
        by the Employer. 

      


      
        	1.26	
                Disability
                  

              


      

      


      Unless
        the Employer has elected a different definition in the Adoption Agreement,
        Disability is defined as an illness or injury of a potentially permanent
        nature,
        expected to last for a continuous period of not less than 12 months or can
        be
        expected to result in death, certified by a physician selected by or
        satisfactory to the Employer, which prevents the Participant from engaging
        in
        any occupation for wage or profit for which the Employee is reasonably fitted
        by
        training, education or experience. If elected by the Employer in the Adoption
        Agreement, nonforfeitable contributions will be made to the Plan on behalf
        of
        each disabled Participant who is not a Highly Compensated Employee (as defined
        at paragraph 1.52). Compensation for purposes of calculating the contribution
        will mean Compensation as defined at paragraph 1.16 herein. 

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	1.27	
                Distribution
                  Calendar Year 

              


      

      


      A
        calendar year for which a minimum distribution is required. 

      


      
        	1.28	
                Early
                  Retirement Age 

              


      

      


      The
        age
        set by the Employer in the Adoption Agreement, not less than age fifty five
        (55), at which a Participant becomes fully vested and is eligible to retire
        and
        receive his or her benefits under the Plan. 

      


      
        	1.29	
                Early
                  Retirement Date 

              


      

      


      The
        date
        elected by the Employer in the Adoption Agreement on which a Participant
        or
        former Participant has satisfied the Early Retirement Age requirements. If
        no
        election is made on the Adoption Agreement, it shall mean the date on which
        a
        Participant attains his or her Early Retirement Age. 

      


      A
        former
        Participant who has separated from Service after satisfying any service
        requirement but before satisfying the Early Retirement Age and who thereafter
        reaches the age requirement elected on the Adoption Agreement shall be entitled
        to receive benefits under the Plan (other than full vesting and any allocation
        of Employer contributions) as though the requirements for Early Retirement
        Age
        had been satisfied. 

      


      
        	1.30	
                Earned
                  Income 

              


      

      


      Net
        earnings from self-employment in the trade or business with respect to which
        the
        Plan is established, determined without regard to items not included in gross
        income and the deductions allocable to such items, provided that personal
        services of the individual are a material income-producing factor. Earned
        Income
        shall be reduced by contributions made by an Employer to a Qualified Plan
        to the
        extent deductible under Code Section 404. Net earnings shall be determined
        taking into account the deduction for one-half of self-employment taxes allowed
        to the taxpayer under Code Section 164(f), to the extent deductible for taxable
        years beginning after December 31, 1989. 

      


      
        	1.31	
                Effective
                  Date 

              


      

      


      The
        date
        on which the Employer's Plan or amendment to such Plan becomes effective.
        For
        amendments reflecting statutory and regulatory changes contained in The Uruguay
        Round Agreements Act of the General Agreement on Tariffs and Trade (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), The Internal Revenue Service Restructuring and Reform Act of 1998
        (IRSRRA), and the Community Renewal Tax Relief Act of 2000 (CRA), the Effective
        Date(s) of the applicable provisions of this legislation will be the earlier
        of
        the date upon which such amendment is first administratively applied or the
        first day of the Plan Year following the date of adoption of such amendment
        or
        adoption of the Basic Plan Document #01 and accompanying Adoption Agreement.
        

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	1.32	
                Election
                  Period 

              


      

      


      The
        period which begins on the first day of the Plan Year in which the Participant
        attains age thirty-five (35) and ends 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 thirty-five (35) is attained, the Election Period shall begin on
        the
        date of separation, with respect to the account balance as of the date of
        separation. 

      


      
        	1.33	
                Elapsed
                  Time 

              


      

      


      A
        method
        of determining an Employee’s entitlement under the Plan with respect to
        eligibility to participate, and/or vesting, which is not based on the Employee’s
        completion of a specified number of Hours of Service during a consecutive
        twelve
        (12) month period, but rather with reference to the total period of time
        which
        elapses during which the Employee is employed by the Employer maintaining
        the
        Plan. 

      


      If
        the
        Employer is a member of an affiliated service group [under Code Section 414(m)],
        a controlled group of corporations [under Code Section 414(b)], a group of
        trades or businesses under common control [under Code Section 414(c)] or
        any
        other entity required to be aggregated with the Employer pursuant to Code
        Section 414(o), Service will be credited for any employment for any period
        of
        time for any other member of such group. Service will also be credited for
        any
        individual required under Code Section 414(n) or Code Section 414(o) to be
        considered an Employee of any Employer aggregated under Code Section 414(b),
        (c)
        or (m). 

      


      
        	
                1.34

              	
                Elective
                  Deferrals 

              


      

      


      Employer
        contributions in lieu of cash Compensation made to the Plan on behalf of
        the
        Participant pursuant to a Salary Deferral Agreement or other deferral mechanism.
        With respect to any taxable year, a Participant's Elective Deferral is the
        sum
        of all Employer contributions made on behalf of such Participant pursuant
        to an
        election to defer under any qualified cash or deferred arrangement as described
        in Code Section 401(k), any Simplified Employee Pension Plan with a cash
        or
        deferred arrangement as described in Code Section 408(k)(6), any SIMPLE IRA
        Plan
        described in Code Section 408(p), any eligible deferred compensation plan
        under
        Code Section 457, any plan as described under Code Section 501(c)(18), and
        any
        Employer contributions made on behalf of a Participant for the purchase of
        an
        annuity contract under Code Section 403(b) pursuant to a Salary Deferral
        Agreement. Elective Deferrals shall not include any deferrals properly
        distributed as excess Annual Additions. 

      


      
        	
                1.35
                  

              	
                Eligible
                  Employee 

              


      

      


      For
        purposes of the SIMPLE 401(k) Plan provisions, any Employee who is entitled
        to
        make Elective Deferrals under the terms of the SIMPLE 401(k) Plan. 

      


      
        	
                1.36

              	
                Eligible
                  Employer 

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      An
        Eligible Employer means with respect to any Plan Year, an Employer who had
        no
        more than one hundred (100) Employees who received at least $5,000 of
        Compensation from the Employer for the preceding year. In applying the preceding
        sentence, all Employees of controlled groups of corporations under Code Section
        414(b), all Employees of trades or businesses (whether incorporated or not)
        under common control under Code Section 414(c), all Employees of affiliated
        service groups under Code Section 414(m), and Leased Employees required to
        be
        treated as the Employer’s Employees under Code Section 414(n), are taken into
        account. 

      


      An
        Eligible Employer that elects to have the SIMPLE 401(k) Plan provisions apply
        to
        the Plan that fails to be an Eligible Employer for any subsequent year, is
        treated as an Eligible Employer for the two (2) years following the last
        year
        the employer was an Eligible Employer. If the failure is due to any acquisition,
        disposition, or similar transaction involving an Eligible Employer, the
        preceding sentence applies only if the provisions of Code Section
        410(b)(6)(C)(I) are satisfied. 

      


      
        	
                1.37

              	
                Eligible
                  Participant 

              


      

      


      Any
        Employee who is eligible to make a Voluntary or Required After-tax Contribution
        or an Elective Deferral (if the Employer takes such contributions into account
        in the calculation of the Actual Contribution Percentage), or to receive
        a
        Matching Contribution (including forfeitures) or a Qualified Matching
        Contribution. If a Required After-tax Contribution is required as a condition
        of
        participation in the Plan, any Employee who would be a Participant in the
        Plan
        if such Employee made such a contribution shall be treated as an Eligible
        Participant even though no Employee contributions are made. 

      


      
        	
                1.38

              	
                Eligible
                  Retirement Plan 

              


      

      


      An
        individual retirement account (IRA) as described in Code Section 408(a),
        an
        individual retirement annuity (IRA) as described in Code Section 408(b),
        an
        annuity plan as described in Code Section 403(a), or a qualified trust as
        described in Code Section 401(a), which accepts Eligible Rollover Distributions.
        However, in the case of an Eligible Rollover Distribution paid to a surviving
        Spouse, an Eligible Retirement Plan is an individual retirement account or
        individual retirement annuity. 

      


      
        	
                1.39

              	
                Eligible
                  Rollover Distribution


              


      

      


      An
        Eligible Rollover Distribution is any distribution of all or any portion
        of the
        balance to the credit of the Participant except that an Eligible Rollover
        Distribution does not include: 

      


       
        .(a) any distribution that is one of a series of substantially equal periodic
        payments made not less frequently than annually 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 (10) years or more, 

      


       
        .(b) any
        distribution to the extent such distribution is required under Code Section
        401(a)(9), 

      


       
        .(c) any
        Hardship withdrawals under Code Section 401(k)(2)(B)(i)(IV) received after
        December 31, 1998, (or if elected by the Employer in accordance with IRS
        Notice
        99-5, received after December 31, 1999). 

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      

         
          .(d) the portion of any distribution that would not be includible in gross
          income if paid to the Participant (determined without regard to the exclusion
          for net unrealized appreciation with respect to Employer securities),




       
        .(e) excess
        amounts which are returned to a Participant in accordance with paragraphs
        7.11,
        7.12, 7.13, and 10.2, 

      


       
        .(f) any
        other
        distribution(s) that is reasonably expected to total less than $200 during
        a
        year, 

      


       
        .(g) corrective
        distributions of Excess Elective Deferrals under Code Section 402(g), and
        the
        income allocable thereto, 

      
         
          .(h) Excess Contributions and Excess Aggregate Contributions under Code
          Section
          401(k) and Code Section 401(m), and the income allocable thereto,


      

      


       
        .(i) PS
        58
        costs, and 

      


       
        .(j) dividends
        paid on securities under Code Section 404(k). 

      


      
        	
                1.40
                  

              	
                Employee
                  

              


      

      


      A
        person
        employed by an Employer maintaining the Plan (including Self-Employed
        Individuals and partners). The term Employee shall include Employees of a
        member
        of an affiliated service group [as defined in Code Section 414(m)], all
        Employees of a controlled group of corporations [as defined in Code Section
        414(b)], all Employees of any incorporated or unincorporated trade or business
        which is under common control [as defined in Code Section 414(c)], Leased
        Employees [as defined in Code Section 414(n)], and any Employee required
        to be
        aggregated by Code Section 414(o). All such Employees shall be treated as
        employed by a single Employer. 

      


      Leased
        Employees shall not be Employees for purposes of participation in any Plan
        established under a Nonstandardized Adoption Agreement, unless otherwise
        elected
        by the Employer in the Adoption Agreement. Leased Employees [as defined in
        Code
        Sections 414(n) or 414(o)] shall be considered Employees in a Plan established
        under a standardized Adoption Agreement except as otherwise provided in this
        paragraph. Exclusion under a standardized Adoption Agreement is available
        only
        if Leased Employees do not constitute more than 20% of the recipient Employer’s
        non-highly compensated work force, and the Employer complies with the
        requirements as outlined in paragraph 2.7, and so elects in the Adoption
        Agreement. 

      


      An
        individual shall only be treated as an Employee if he or she is reported
        on the
        payroll records of the Employer or an employer who is a member of the same
        controlled group or affiliated service group as a common law employee. The
        term
        does not include any other common law employee or any Leased Employee. It
        is
        expressly intended that individuals not treated as common law employees by
        the
        Employer or a member of the same controlled group or affiliated service group
        on
        their payroll records, as identified by a specific job code or work status
        code,
        are to be excluded from plan participation even if a court or administrative
        agency subsequently determines that such individuals are common law employees
        and not independent contractors. 

      


      
        	
                1.41

              	
                Employer
                  

              


      

      


      The
        Self-Employed Individual, partnership, corporation or other organization
        which
        adopts this Plan including any entity that succeeds the Employer and adopts
        this
        Plan. For purposes of Article X, Limitations on Allocations, Employer shall
        mean
        the Employer that adopts this Plan, and all members of a controlled group
        of
        corporations [as defined in Code Section 414(b) as modified by Code Section
        415(h)], all commonly controlled trades or businesses [as defined in Code
        Section 414(c) as modified by Code Section 415(h)] or affiliated service
        groups
        [as defined in Code Section 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 Section 414(o). 

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      In
        addition to such required treatment, the Plan Sponsor may, in its discretion,
        designate as an Employer any business entity which is not such a “common
        control,”“affiliated service group” or “predecessor” business entity which is
        otherwise affiliated with the Employer, subject to such nondiscriminatory
        limitations as the Employer may impose. 

      


      
        	
                1.42

              	
                Entry
                  Date 

              


      

      


      The
        date
        as of which an Employee who has satisfied the Plan’s eligibility requirements
        enters or reenters the Plan, as defined in the Adoption Agreement. 

      


      
        	
                1.43

              	
                ERISA
                  

              


      

      


      The
        Employee Retirement Income Security Act of 1974, as amended and any successor
        statute. 

      


      
        	
                1.44

              	
                Excess
                  Aggregate Contributions


              


      

      


      The
        excess, with respect to any Plan Year, of: 

      


       
        .(a) the
        aggregate Contribution Percentage Amounts taken into account in computing
        the
        numerator of the Contribution Percentage actually made on behalf of Highly
        Compensated Employees for such Plan Year, over 

      

         
          .(b) the maximum Contribution Percentage Amounts permitted by the ACP test
          (determined hypothetically by reducing contributions made on behalf of
          Highly
          Compensated Employees in order of their Contribution Percentages beginning
          with
          the highest of such percentages). 

      

      


       
        .(c) Such
        determination shall be made after first determining Excess Elective Deferrals
        pursuant to paragraph 

      


      1.47
        and
        then determining Excess Contributions pursuant to paragraph 1.46. 

      


      
        	
                1.45

              	
                Excess
                  Annual Additions 

              


      

      


      The
        excess of the Participant's Annual Additions for the Limitation Year over
        the
        Maximum Permissible Amount. 

      


      
        	
                1.46

              	
                Excess
                  Contribution 

              


      

      


      With
        respect to any Plan Year, the excess of: 

      


       
        .(a) the
        aggregate amount of Employer contributions actually taken into account in
        computing the ADP of Highly Compensated Employees for such Plan Year, over
        

      

         
          .(b) the maximum amount of such contributions permitted by the ADP Test
          (determined by hypothetically reducing contributions made on behalf of
          Highly
          Compensated Employees in order of the ADPs, beginning with the highest
          of such
          percentages). 

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

      

      


      
        	
                1.47
                  

              	
                Excess
                  Elective Deferrals 

              


      

      


      Those
        Elective Deferrals that are includible in a Participant's gross income under
        Code Section 402(g) to the extent such Participant's Elective Deferrals for
        a
        taxable year exceed the dollar limitation under Code Section 402(g). Excess
        Elective Deferrals 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. 

      


      
        	
                1.48

              	
                Expected
                  Year Of Service 

              


      

      


      An
        eligibility computation period during which an Employee in an eligible class
        is
        expected to complete a Year of Service. If an Employee who is not expected
        to
        complete a Year of Service actually completes a Year of Service during an
        applicable computation period, he shall be deemed to have become an Employee
        in
        the eligible class as of the first day of the eligibility computation period
        in
        which he first completes a Year of Service. 

      


      
        	
                1.49

              	
                First
                  Distribution Calendar Year


              


      

      


      For
        distributions beginning before the Participant's death, the First Distribution
        Calendar Year is the calendar year immediately preceding the calendar year
        which
        contains the Participant's Required Beginning Date. For distributions beginning
        after the Participant's death, the First Distribution Calendar Year is the
        calendar year in which distributions are required to begin pursuant to paragraph
        7.10. 

      


      
        	
                1.50

              	
                Hardship
                  

              


      

      


      An
        immediate and heavy financial need of the Employee where such Employee lacks
        other available financial resources to satisfy such financial need.


      


      
        	
                1.51
                  

              	
                Highest
                  Average Compensation 

              


      

      


      For
        Limitation Years beginning before January 1, 2000, the average Compensation
        for
        the three (3) consecutive Years of Service with the Employer that produces
        the
        highest average. A Year of Service with the Employer is the twelve (12)
        consecutive month period defined in the Adoption Agreement, or, if not indicated
        in the Adoption Agreement, as defined in paragraph 1.117. 

      


      
        	
                1.52

              	
                Highly
                  Compensated Employee 

              


      

      


      Effective
        for years after December 31, 1996, the term Highly Compensated Employee means
        any Employee who: (1) is a 5% owner at any time during the year or preceding
        year, or (2) for the preceding year had Compensation from the Employer in
        excess
        of $80,000 and if the Employer so elects in the Adoption Agreement, is in
        the
        Top-Paid Group for the preceding year. The $80,000 amount is adjusted at
        the
        same time and in the same manner as under Code Section 415(d), except that
        the
        base period is the calendar quarter ending September 30, 1996. 

      


      For
        the
        determination of who is a Highly Compensated Employee, the applicable year
        of
        the Plan for which a determination is being made is called a determination
        year
        and the preceding twelve (12) month period is called a look-back year. Employees
        who do not meet the Highly Compensated Employee definition are considered
        Non-Highly Compensated Employees. 

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      A
        Highly
        Compensated former Employee is based on the rules applicable to determining
        Highly Compensated Employee status in effect for that determination year,
        in
        accordance with Section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations
        and IRS Notice 97-45. 

      


      In
        determining whether an Employee is a Highly Compensated Employee for years
        beginning in 1997, the amendments to Code Section 414(q) stated above are
        treated as having been in effect for years beginning in 1996. In order to
        be
        effective, a Top-Paid Group election or calendar year data election must
        apply
        consistently to all plans of the Employer that begin with or within the same
        calendar year. 

      


      
        
          
            	1.53	
                    Hour
                      Of Service


                  


          

        

      

      


       
        .(a) Unless
        otherwise specified in the Adoption Agreement, each hour for which an Employee
        is paid, or entitled to payment, for the performance of duties for the Employer.
        These hours shall be credited to the Employee for the computation period
        in
        which the duties are performed, and 

      


       
        .(b) 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 five hundred and one (501) Hours of Service
        shall
        be credited under this paragraph for any single continuous period (whether
        or
        not such period need occur in a single computation period). Hours under this
        paragraph shall be calculated and credited pursuant to Section 2530.200b-2
        of
        the Department of Labor Regulations which are incorporated herein by this
        reference, and 

      


       
        .(c) 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 shall not be credited
        both
        under paragraph (a) or paragraph (b), as the case may be, and under this
        paragraph (c). These hours shall be credited to the Employee for the
        com-putation period or periods to which the award or agreement pertains rather
        than the computation period in which the award, agreement or payment is made.
        

      


       
        .(e) Hours
        of
        Service shall be credited for employment with the Employer and with other
        members of an affiliated service group [as defined in Code Section 414(m)],
        a
        controlled group of corporations [as defined in Code Section 414(b)], or
        a group
        of trades or businesses under common control [as defined in Code Section
        414(c)]
        of which the adopting Employer is a member, and any other entity required
        to be
        aggregated with the Employer pursuant to Code Section 414(o) and the Regulations
        thereunder. Hours of Service shall also be credited for any individual
        considered an Employee for purposes of this Plan under Code Section 414(n)
        or
        Code Section 414(o) and the Regulations thereunder. 

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
         
          .(f) Solely for purposes of determining whether a Break in Service, as
          defined
          in paragraph 1.14, for participation and vesting purposes has occurred
          in a
          computation period, an individual who is absent from work for maternity
          or
          paternity reasons shall 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, eight (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 by reason of the pregnancy
          of
          the individual, by reason of a birth of a child of the individual, by reason
          of
          the placement of a child with the individual in connection with the adoption
          of
          such child by such individual, or 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 shall be credited in the computation
          period in which the absence begins if the crediting is necessary to prevent
          a
          Break in Service in that period, or in all other cases, in the following
          computation period. No more than five hundred and one (501) hours will
          be
          credited under this paragraph. 

      

      
         
          .(g) Hours of Service shall be determined under the hours counting method
          as
          elected by the Employer in the Adoption Agreement. If no election is made,
          actual hours under the hours counting method will be used. 

      

      


      
        	1.54	
                Integration
                  Level 

              


      

      


      The
        amount of Compensation specified in the Adoption Agreement at or below which
        the
        rate of contributions or benefits (expressed in each case as a percentage
        of
        such Compensation) provided under the Plan is less than the rate of
        contributions or benefits (expressed in each case as a percentage of such
        Compensation) provided under the Plan with respect to Compensation above
        such
        level. The Adoption Agreement must specify an Integration Level in effect
        for
        the Plan Year for each Participant. No Integration Level in effect for a
        particular year may exceed the contribution and benefit base (“Taxable Wage
        Base”) under Section 230 [Code Section 3121(a)(1)] of the Social Security Act
        in
        effect on the first day of the Plan Year. 

      


      
        	
                1.55
                  

              	
                Key
                  Employee 

              


      

      


      Any
        Employee or former Employee (and the Beneficiaries of such Employee) who
        at any
        time during the determination period was: 

      


       
        .(a) an
        officer of the Employer if such individual's annual Compensation exceeds
        50% of
        the dollar limitation under Code Section 415(b)(1)(A) (the defined benefit
        maximum annual benefit), 

      

         
          .(b) an owner or an individual considered an owner under Code Section 318
          of one
          of the ten (10) largest interests in the Employer if such individual's
          Compensation exceeds 100% of the dollar limitation under Code Section
          415(c)(1)(A) and such ownership exceeds 1⁄2%, 

      

      


       
        .(c) a
        more
        than 5% owner of the Employer, or 

      


       
        .(d) a
        1%
        owner of the Employer who has an annual Compensation of more than $150,000.
        

      


      The
        determination period is the Plan Year containing the Top-Heavy Determination
        Date and the four (4) preceding Plan Years. The determination of Key Employee
        status will be made in accordance with Code Section 416(i)(1) and the
        Regulations thereunder. 

      


      
        	
                1.56
                  

              	
                Leased
                  Employee 

              


      

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      Effective
        for Plan Years beginning after December 31, 1996, any person (other than
        an
        Employee of the recipient) who, pursuant to an agreement between the recipient
        and any other person ("leasing organization"), has performed services for
        the
        recipient [or for the recipient and related persons determined in accordance
        with Code Section 414(n)(6)] on a substantially full-time basis for a period
        of
        at least one year and such services are performed under the primary direction
        or
        control of the recipient Employer. If a Leased Employee is treated as an
        Employee by reason of this paragraph 1.56, “Compensation” includes Compensation
        from the leasing organization which is attributable to services performed
        for
        the Employer. 

      


      
        	
                1.57

              	
                Limitation
                  Year 

              


      

      


      The
        calendar year or such other twelve (12) consecutive month period designated
        by
        the Employer in the Adoption Agreement for purposes of determining the maximum
        Annual Additions to a Participant's account. All Qualified Plans maintained
        by
        the Employer must use the same Limitation Year. If the Limitation Year is
        amended to a different twelve (12) consecutive month period, the new Limitation
        Year must begin on a date within the Limitation Year in which the amendment
        is
        made. If no designation is made on the Adoption Agreement, the Limitation
        Year
        will automatically default to the Plan Year. 

      


      
        	1.58	
                Master
                  Or Prototype Plan 

              


      

      


      A
        plan,
        the form of which is the subject of a favorable opinion letter from the Internal
        Revenue Service. 

      


      
        	1.59	
                Matching
                  Contribution 

              


      

      


      An
        Employer contribution made to this or any other Defined Contribution Plan
        on
        behalf of a Participant on account of a Voluntary or Required After-tax
        Contribution made by such Participant, or on account of a Participant's Elective
        Deferral made by such Participant under a Plan maintained by the Employer.
        

      


      
        	1.60	
                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:


      
         
          .(a) the Defined Contribution Dollar Limitation, or 

      

      

         
          .(b) 25% of the Participant's Compensation for the Limitation Year.


      

      


      The
        Compensation limitation referred to in (b) shall not apply to any contribution
        for medical benefits [within the meaning of Code Section 401(h) or Code Section
        419A(f)(2)] which is otherwise treated as an Annual Addition under Code Sections
        415(l)(1) or 419(d)(2). If a short Limitation Year is created because of
        an
        amendment changing the Limitation Year to a different twelve (12) consecutive
        month period, the Maximum Permissible Amount will not exceed the Defined
        Contribution Dollar Limitation multiplied by a fraction, the numerator of
        which
        is the number of months in the short Limitation Year and the denominator
        of
        which is twelve (12). 

      


      
        	1.61	
                Net
                  Profit 

              


      

      


      The
        current and accumulated operating earnings of the Employer after Federal
        and
        state income taxes, excluding nonrecurring or unusual items of income, and
        before contributions to this and any other Qualified Plan of the Employer,
        unless the Employer has elected a different definition in the Adoption
        Agreement. 

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      
        	1.62	
                Normal
                  Retirement Age 

              


      

      


      The
        age
        set by the Employer in the Adoption Agreement, not to exceed age sixty-five
        (65), at which a Participant becomes fully vested and is eligible to retire
        and
        receive his or her benefits under the Plan. 

      


      
        	1.63	
                Normal
                  Retirement Date 

              


      

      


      The
        date
        on which the Participant attains the Normal Retirement Age as elected in
        the
        Adoption Agreement. If no election is made on the Adoption Agreement, it
        shall
        mean the date on which a Participant attains his or her Normal Retirement
        Age.


      


      
        	1.64	
                Owner-Employee
                  

              


      

      


      A
        sole
        proprietor or a partner owning more than 10% of either the capital or profits
        interest of the partnership. 

      


      
        	1.65	
                Paired
                  Plans 

              


      

      


      Two
        (2)
        or more plans which are either a combination of two (2) or more standardized
        Defined Contribution Plans or a combination of one (1) or more standardized
        Defined Contribution Plan(s) and one (1) Defined Benefit Plan offered by
        the
        same sponsor, which have been designed so that any single Plan, or combination
        of Plans adopted by an Employer, where each Plan by itself or the Plans together
        will meet the requirements of the antidiscrimination rules, the contribution
        and
        benefit limitations, and the Top-Heavy provisions of Code Sections 401(a)(4),
        415 and 416. 

      


      
        	1.66	
                Participant
                  

              


      

      


      Any
        current Employee who met the applicable eligibility requirements and reached
        his
        or her Entry Date and, where the context so requires, pursuant to the terms
        of
        the Plan, any living former Employee on whose behalf an Account is maintained
        or
        former Employee who has met the eligibility requirements. 

      


      
        	1.67	
                Participant's
                  Benefit 

              


      

      


      With
        respect to required distributions pursuant to paragraph 7.4, the 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 the dates in the calendar
        year after the Valuation Date and decreased by distributions made in the
        calendar year after the Valuation Date. A special exception exists for the
        second Distribution Calendar Year. For purposes of this paragraph, 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. 

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      
        	
                1.68

              	
                Period
                  Of Severance 

              


      

      


      For
        Plans
        using Elapsed Time for purposes of crediting Service: 

      


       
        .(a) a
        Break
        in Service shall mean a Period of Severance of at least twelve (12) months;
        

      
         
          .(b) a Period of Severance is a continuous period of time during which
          the
          Employee is not employed by the Employer; 

      

      


       
        .(c) a
        Period
        of Severance begins on the date the Employee retires, quits, or is discharged,
        or if earlier, the twelve (12) month anniversary of the date on which the
        Employee was otherwise first absent from Service. 

      


      
        	
                1.69

              	
                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 Sections 401(a)(4) and 410.
        

      


      
        	
                1.70

              	
                Plan
                  

              


      

      


      The
        Defined Contribution Plan of the Employer in the form of this Prototype Defined
        Contribution Plan and the applicable Adoption Agreement executed by the Employer
        as may be amended from time to time (which includes any addendum thereto).
        The
        Plan shall have the name specified in the Adoption Agreement. 

      


      
        	
                1.71

              	
                Plan
                  Administrator 

              


      

      


      The
        Employer or individual(s) or entity(ies) appointed by the Employer to administer
        the Plan as provided at paragraph 12.1 herein. 

      


      
        	
                1.72

              	
                Plan
                  Sponsor 

              


      

      


      The
        Employer who adopts this Prototype Defined Contribution Plan and accompanying
        Adoption Agreement. 

      


      
        	
                1.73

              	
                Plan
                  Year 

              


      

      


      The
        twelve (12) consecutive month period designated by the Employer in the Adoption
        Agreement. If the Employer maintains Paired Plans under Basic Plan Document
        #01,
        each Plan established thereunder must have the same Plan Year. 

      


      
        	
                1.74

              	
                Present
                  Value 

              


      

      


      The
        actuarial equivalent of a Participant's accrued benefit under a Defined Benefit
        Plan maintained by the Employer expressed in the form of a lump sum. Actuarial
        equivalence shall be based on reasonable interest and mortality assumptions
        determined in accordance with the Top-Heavy provisions of the respective
        plan.
        Present Value is used for the purposes of the Top-Heavy test and the
        determination with respect thereto. 

      


      
        	
                1.75

              	
                Prior
                  Plan Year 

              


      

      


      The
        Plan
        Year immediately preceding the current Plan Year. 

      


      
        	
                1.76

              	
                Prior
                  Safe Harbor Plan 

              


      

      


      A
        Target
        Benefit Plan that: 

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       
        .(a) was
        adopted and in effect on September 19, 1991, 

      


       
        .(b) which
        on
        that date contained a Stated Benefit Formula applicable to Target Benefit
        Plans
        that took into account Service prior to that date, and 

      


       
        .(c) 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 Code Section 401(l), will be taken into account. 

      


      
        	
                1.77

              	
                Projected
                  Annual Benefit 

              


      

      


      For
        Limitation Years beginning before January 1, 2000, the annual retirement
        benefit
        (adjusted to an actuarial 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
        a Defined Benefit Plan or Plans, assuming: 

      


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

      


       
        .(b) the
        Participant's 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. 

      


      
        	
                1.78

              	
                Projected
                  Participation 

              


      

      


      For
        purposes of determining a Participant’s stated benefit, a Participant’s years of
        Projected Participation under the Plan is the sum of (a) and (b), where


      


       
        .(a) is
        the
        number of years during which the Participant benefited under this Plan beginning
        with the latest of: 

      


       
        .(1) the
        first
        Plan Year in which the Participant benefited under the Plan, 

      


       
        .(2) the
        first
        Plan Year taken into account in the Stated Benefit Formula, and 

      


       
        .(3) any
        Plan
        Year immediately following a Plan Year in which the Plan did not satisfy
        the
        safe harbor for Target Benefit Plans in Regulations Section 1.401(a)(4)-8(b)(3),
        and ending with the last day of the current Plan Year, and 

      


       
        .(b) is
        the
        number of years if any, subsequent to the current Plan Year through the end
        of
        the Plan Year in which the Participant attains Normal Retirement Age.


      


      For
        purposes of this definition of years of Projected Participation, if this
        Plan is
        a Prior Safe Harbor Plan, the Plan is deemed to satisfy the safe harbor for
        Target Benefit Plans in Regulations Section 1.401(a)(4)-8(b)(3) and a
        Participant is treated as benefiting under the Plan in any Plan Year beginning
        prior to January 1, 1994. 

      


      
        	
                1.79

              	
                Qualified
                  Domestic Relations Order (QDRO Order)
                  

              


      

      


      A
        Qualified Domestic Relations Order (QDRO) is a signed domestic relations
        order
        issued by a state court or agency which creates, recognizes or assigns to
        an
        alternate payee(s) the right to receive all or part of a Participant's Plan
        benefit and which meets the requirements of Code Section 414(p). An alternate
        payee is a Spouse, former Spouse, child, or other dependent who is treated
        as a
        Beneficiary under the Plan as a result of the QDRO. Unless elected otherwise
        by
        the Employer in the Adoption Agreement, the earliest date for payment of
        a QDRO
        to an alternate payee, is the date upon which the order is deemed qualified.
        

      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      
        	
                1.80

              	
                Qualified
                  Early Retirement Age 

              


      

      


      For
        purposes of paragraph 8.9, Qualified Early Retirement Age is the latest of:
        

      


       
        .(a) the
        earliest date under the Plan on which the Participant may elect to receive
        retirement benefits, or 

      


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

      


       
        .(c) the
        date
        the Participant begins participation. 

      


      
        	
                1.81

              	
                Qualified
                  Joint And Survivor Annuity (QJSA)


              


      

      


      An
        immediate annuity for the life of the Participant with a survivor annuity
        for
        the life of the Participant's Spouse which is at least 50% of but not more
        than
        100% of the annuity payable during the joint lives of the Participant and
        the
        Participant's Spouse. The exact amount of the survivor annuity is to be
        specified by the Employer in the Adoption Agreement. If not designated by
        the
        Employer, the survivor annuity will be 50% of the amount paid to the Participant
        during his or her lifetime. The Qualified Joint and Survivor Annuity will
        be the
        amount of benefit which can be provided by the Participant's Vested Account
        Balance. 

      


      
        	
                1.82

              	
                Qualified
                  Matching Contributions (QMACs)


              


      

      


      Matching
        contributions which when made are subject to the distribution and
        nonforfeitability requirements under Code Section 401(k). 

      


      
        	
                1.83

              	
                Qualified
                  Non-Elective Contributions (QNECs)
                  

              


      

      


      Contributions
        (other than Matching Contributions or Qualified Matching Contributions) made
        by
        the Employer and allocated to Participants' accounts that the Participants
        may
        not elect to receive in cash until distributed from the Plan, that are
        nonforfeitable when made, and that are distributable only in accordance with
        the
        distribution provisions that are applicable to Elective Deferrals and Qualified
        Matching Contributions. 

      


      
        	
                1.84

              	
                Qualified
                  Plan 

              


      

      


      Any
        pension, profit-sharing, stock bonus, or other plan which meets the requirements
        of Code Section 401 and includes a trust exempt from tax under Code Section
        501(a) or any annuity plan described in Code Section 403(a). 

      


      
        	
                1.85

              	
                Qualified
                  Pre-Retirement Survivor Annuity


              


      

      


      An
        annuity for the life of the Surviving Spouse of a Participant the actuarial
        equivalent of which is not less than 50% of the vested Participant’s Account
        Balance as of the date of the Participants’ death, as elected by Employer in the
        Adoption Agreement. If no election is made on the Adoption Agreement the
        Qualified Pre-Retirement Survivor Annuity shall be 50% of the Participant’s
        Vested Account Balance as of the date of the death of the Participant, unless
        the Employer in a prior version of the Adoption Agreement or Plan, had elected
        that the Qualified Pre-Retirement Survivor Annuity be 100% of the Account
        Balance. 

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
        	
                1.86

              	
                Qualified
                  Voluntary Contribution


              


      

      


      A
        tax-deductible Voluntary Employee Contribution which was permitted to be
        made
        for the tax years 1982 through 1986. This type of contribution is no longer
        permitted to be made by a Participant. This Plan shall accept such type of
        contribution if made in a prior plan and an appropriate recordkeeping account
        will be established on behalf of the Participant. 

      


      
        	
                1.87

              	
                Required
                  Aggregation Group 

              


      

      


      A
        group
        of plans including: 

      


       
        .(a) each
        Qualified Plan of the Employer in which at least one (1) Key Employee
        participates or participated at any time during the determination period
        (regardless of whether the plan has terminated), and 

      
         
          .(b) any other Qualified Plan of the Employer which enables a plan described
          in
          (a) to meet the requirements of Code Sections 401(a)(4) or 410.


      

      


      
        	
                1.88

              	
                Required
                  Beginning Date 

              


      

      


      The
        date
        on which a Participant is required to take his or her first minimum distribution
        under the Plan as elected by the Employer in the Adoption Agreement. The
        rules
        regarding the determination of the Required Beginning Date are set forth
        at
        paragraph 7.5 herein. 

      


      
        	
                1.89

              	
                Required
                  After-tax Contributions


              


      

      


      Employee
        after-tax contributions required as a condition of participation in the Plan.
        

      


      
        	
                1.90

              	
                Rollover
                  Contribution 

              


      

      


      A
        contribution made by a Participant of an amount distributed to such Participant
        from another Qualified Plan in accordance with Code Section 402(c).


      


      
        	
                1.91
                  

              	
                Salary
                  Deferral Agreement 

              


      

      


      An
        agreement between the Employer and an Employee where the Employee authorizes
        the
        Employer to withhold a specified percentage or dollar amount of his or her
        Compensation (otherwise payable in cash) for deposit to the Plan on behalf
        of
        such Employee. 

      


      
        	1.92	
                Savings
                  Incentive Match Plan For Employees (SIMPLE)
                  

              


      

      


      A
        plan
        adopted by an Eligible Employer under Code Section 401(k)(11) under which
        Eligible Employees are permitted to make Elective Deferrals to a Qualified
        Plan
        established under the SIMPLE 401(k) Plan Adoption Agreement. 

      


      
        	1.93	
                Self-Employed
                  Individual 

              


      

      


      An
        individual who has Earned Income for the taxable year from the trade or business
        for which the Plan is established including an individual who would have
        had
        Earned Income but for the fact that the trade or business had no Net Profit
        for
        the taxable year. 

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	1.94	
                Service
                  

              


      

      


      The
        period of current or prior employment with the Employer including any imputed
        period of employment which must be counted under USERRA. If the Employer
        maintains a plan of a predecessor employer, service for such predecessor
        shall
        be treated as Service for the Employer for the purpose(s) specified in the
        Adoption Agreement. Service is determined under an hours counting method
        or
        Elapsed Time method as selected by the Employer in the Adoption Agreement.
        

      


      If
        the
        Employer has elected to use the Elapsed Time method to determine eligibility
        and/or vesting Service, the aggregate of the following (applied without
        duplication and except for periods of Service that may be disregarded under
        paragraph 9.6): 

      

         
          .(a) Each period from an Employee’s date of hire (or reemployment date) to his
          next Severance Date; and 


         
          .(b) If an Employee performs an Hour of Service within twelve (12) months
          of a
          Severance Date, the period from such Severance Date to such Hour of Service.
          Service shall be credited for all periods whether the Employee is employed
          by an
          Employer or an Affiliate. 

      

      


      Service
        shall be measured in whole years and fractions of a year in months. For this
        purpose, (a) periods of less than a full year shall be aggregated on the
        basis
        that twelve (12) months or three hundred and sixty five (365) days equals
        a
        year, and (b) in aggregating days into months, thirty (30) days shall be
        rounded
        up to the nearest whole month. For purposes of determining Service, “Date of
        Hire” means the date on which an Employee first completes an Hour of Service and
        “Reemployment Date” means the date on which an Employee first completes an Hour
        of Service after a Severance Date. If the Employer is a member of an affiliated
        service group [under Code Section 414(m)], a controlled group of corporations
        [under Code Section 414(b)], a group of trades or businesses under common
        control [under Code Section 414(c)] or any other entity required to be
        aggregated with the Employer pursuant to Code Section 414(o), Service will
        be
        credited for any employment for any period of time for any other member of
        such
        group. Service will also be credited for any individual required under Code
        Section 414(n) or Code Section 414(o) to be considered an Employee of any
        Employer aggregated under Code Section 414(b), (c), or (m). 

      


      1.95
        Severance Date 

      


      The
        date
        which is the earlier of: 

      


       
        .(a) the
        date
        on which an Employee quits, retires, is discharged or dies; or 

      
         
          .(b) the first anniversary of the first date of a period in which an Employee
          remains continuously absent from Service with an Employer or affiliate
          (with or
          without pay) for any reason other than quit, retirement, discharge or death.
          

      

      


      
        	1.96	
                Severance
                  Period 

              


      

      


      Each
        period from an Employee’s Severance Date to his next Reemployment Date.


      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      
        	1.97	
                Service
                  Provider 

              


      

      


      An
        individual or business entity who is retained by the Plan Administrator on
        behalf of the Plan to provide specified administrative services to the Plan.
        

      


      
        	1.98	
                Shareholder
                  Employee 

              


      

      


      An
        Employee or officer who owns [or is considered as owning within the meaning
        of
        Code Section 318(a)(1)], on any day during the taxable year of an electing
        small
        business corporation (S Corporation), more than 5% of such corporation's
        outstanding stock. 

      


      
        	
                1.99
                  

              	
                Simplified
                  Employee Pension Plan


              


      

      


      A
        plan
        under which the Employer makes contributions for eligible Employees pursuant
        to
        a written formula. Contributions are made to an individual retirement account
        which meets the requirements of Code Section 408(k). 

      


      
        	
                1.100

              	
                Sponsor
                  

              


      

      


      The
        institution or entity and any of its affiliates or any successor or assigns
        thereto identified in the Adoption Agreement who makes this Prototype Defined
        Contribution Plan available to adopting Employers. 

      


      
        	
                1.101

              	
                Spouse
                  

              


      

      


      The
        individual to whom a Participant is married, or was married in the case of
        a
        deceased Participant who was married at the time of his or her death. A former
        Spouse will be treated in the same manner as a Spouse to the extent provided
        under a Qualified Domestic Relations Order as described in Code Section 414(p).
        

      


      
        	
                1.102
                  

              	
                Stated
                  Benefit Formula 

              


      

      


      The
        formula elected by the Employer in the Adoption Agreement expressed in the
        form
        of a straight life annuity without a term certain, refund feature or survivor
        benefit. 

      


      
        	
                1.103

              	
                Super
                  Top-Heavy Plan 

              


      

      


      A
        Plan
        described at paragraph 1.106 under which the Top-Heavy Ratio exceeds 90%.
        

      


      
        	
                1.104

              	
                Taxable
                  Wage Base 

              


      

      


      For
        plans
        with an allocation formula which takes into account the Employer's contribution
        under the Federal Insurance Contributions Act (FICA), the contribution and
        benefit base in effect under the Social Security Act (Section 203) at the
        beginning of the Plan Year. 

      


      
        	
                1.105
                  

              	
                Top-Heavy
                  Determination Date 

              


      

      


      For
        the
        first Plan Year of the Plan, the last day of the first Plan Year. For any
        Plan
        Year subsequent to the first Plan Year, the last day of the preceding Plan
        Year.


      


      
        	
                1.106

              	
                Top-Heavy
                  Plan 

              


      

      


      For
        any
        Plan Year, the Employer's Plan is Top-Heavy if any of the following conditions
        exist: 

      


       
        .(a) The
        Top-Heavy Ratio for the Employer's Plan exceeds 60% and this Plan is not
        part of
        any Required Aggregation Group or Permissive Aggregation Group of plans.
        

      

         
          .(b) The Employer's Plan is a part of a Required Aggregation Group of plans
          but
          not part of a Permissive Aggregation Group and the Top-Heavy Ratio for
          the group
          of plans exceeds 60%. 

      

      
         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         
          .(c) The Employer's Plan is a 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%. 

      

      


      
        	
                1.107

              	
                Top-Heavy
                  Ratio 

              


      

      


      
        	 	
                (a)

              	
                If
                  the Employer maintains one or more Defined Contribution Plans (including
                  any Simplified Employee Pension Plan) and the Employer has not
                  maintained
                  any Defined Benefit Plan which during the five (5) year period
                  ending on
                  the Determination Date(s) has or has had accrued benefits, the
                  Top-Heavy
                  Ratio for this Plan alone, or for the Required or Permissive Aggregation
                  Group as appropriate, is a fraction,


              


      

      


       
        .(1) the
        numerator of which is the sum of the account balances of all Key Employees
        as of
        the Determination Date(s) [including any part of any account balance distributed
        in the five year period ending on the Determination Date(s)], and 

      


       
        .(2) the
        denominator of which is the sum of all account balances [including any part
        of
        any account balance distributed in the five (5) year period ending on the
        Determination Date(s)], both computed in accordance with Code Section 416
        and
        the Regulations thereunder. 

      


      Both
        the
        numerator and denominator of the Top-Heavy Ratio are increased to reflect
        any
        contribution not actually made as of the Determination Date but which is
        required to be taken into account on that date under Code Section 416 and
        the
        Regulations thereunder. 

      

         
          .(b) If the Employer maintains one or more Defined Contribution Plans (including
          any Simplified Employee Pension Plan) and the Employer maintains or has
          maintained one or more Defined Benefit Plans which during the five (5)
          year
          period ending on the Determination Date(s) has or has had any accrued benefits,
          the Top-Heavy Ratio for any Required or Permissive Aggregation Group, as
          appropriate, is a fraction, the numerator of which is the sum of account
          balances under the aggregated Defined Contribution Plan or Plans for all
          Key
          Employees, determined in accordance with (a) above, and the Present Value
          of
          accrued benefits under the aggregated Defined Benefit Plan or Plans for
          all Key
          Employees as of the Determination Date(s), and the denominator of which
          is the
          sum of the account balances under the aggregated Defined Contribution Plan
          or
          Plans for all Participants, determined in accordance with (a) above, and
          the
          Present Value of accrued benefits under the Defined Benefit Plan or Plans
          for
          all Participants as of the Determination Date(s), all determined in accordance
          with Code Section 416 and the Regulations thereunder. The accrued benefits
          under
          a Defined Benefit Plan in both the numerator and denominator of the Top-Heavy
          Ratio are increased for any distribution of an accrued benefit made in
          the five
          (5) year period ending on the Determination Date. 

      

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       
        .(c) For
        purposes of (a) and (b) 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 twelve (12) month period ending on
        the
        Determination Date, except as provided in Code Section 416 and the Regulations
        thereunder for the first and second Plan Years of a Defined Benefit Plan.
        The
        account balances and accrued benefits of a Participant who is not a Key Employee
        but who was a Key Employee in a prior year, or who has not been credited
        with at
        least one (1) Hour of Service with any Employer maintaining the Plan at any
        time
        during the five (5) year period ending on the Determination Date, will be
        disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
        distributions, rollovers, and transfers are taken into account will be made
        in
        accordance with Code Section 416 and the Regulations thereunder. Qualified
        Voluntary Employee Contributions will not be taken into account for purposes
        of
        computing the Top-Heavy Ratio. When aggregating plans, the value of account
        balances and accrued benefits will be calculated with reference to the
        Determination Dates that fall within the same calendar year. The accrued
        benefit
        of a Participant other than a Key Employee shall be determined under the
        method,
        if any, that uni-formly applies for accrual purposes under all Defined Benefit
        Plans maintained by the Employer, or 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 Section 411(b)(1)(C). 

      


      
        	
                1.108

              	
                Top-Paid
                  Group 

              


      

      


      The
        group
        consisting of the top 20% of Employees when ranked on the basis of Compensation
        paid during such year. For purposes of determining the number of Employees
        in
        the group (but not who is in it), Employees identified in (a) through (d)
        may be
        excluded and Employees identified in (e) through (f) shall be excluded:


      


       
        .(a) Employees
        who have not completed six (6) months of Service by the end of the year;
        

      
         

         
          .(b) Employees who normally work less than seventeen and one-half (171⁄2) hours
          per week by the end of the year; 

      

       

       
        .(c) Employees
        who normally work not more than six (6) months during any year; 

      


       
        .(d) Employees
        who have not attained age twenty-one (21) by the end of the year; 

      


       
        .(e) Employees
        included in a collective bargaining unit, covered by an agreement between
        Employee representatives and the Employer, where retirement benefits were
        the
        subject of good faith bargaining, if they constitute at least 90% of the
        Employer’s workforce and the Plan covers only non-union Employees; and


      


       
        .(f) Employees
        who are nonresident aliens and who receive no Earned Income which constitutes
        income from sources within the United States. 

      


      
        	
                1.109

              	
                Transfer
                  Contribution 

              


      

      


      A
        non-taxable transfer of a Participant's benefit directly from a Qualified
        Plan
        to this Plan. This type of transfer does not constitute constructive receipt
        of
        plan assets. 

      


      
        	
                1.110

              	
                Trust
                  

              


      

      


      The
        trust
        established in conjunction with the Plan, together with any and all amendments
        thereto which holds assets of the Plan held by or in the name of the Trustee
        or
        Custodian. 

      


      
        	
                1.111

              	
                Trustee
                  

              


      

      


      An
        individual, individuals or corporation and any of its affiliates or any
        successor or assigns (who may be the Sponsor or an affiliate) who are appointed
        or assigned in the Adoption Agreement or any duly appointed successor or
        assigns
        as provided for in paragraph 13.19. 

      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      
        	
                1.112
                  

              	
                Uniformed
                  Services Employment And Reemployment Rights Act Of 1994 (USERRA)
                  

              


      

      


      The
        Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.
        Notwithstanding any provision of the Plan to the contrary, contributions,
        benefits, Plan loan repayment, suspensions and service credit with respect
        to
        qualified military service will be provided in accordance with Code Section
        414(u). 

      


      
        	
                1.113
                  

              	
                Valuation
                  Date 

              


      

      


      The
        last
        day of the Plan Year and such other date(s) as specified in the Adoption
        Agreement on which the fair market value of Plan assets is determined. The
        Trustee and/or Custodian must also value the Trust on such other Valuation
        Dates
        as directed by the Plan Administrator. 

      


      
        	
                1.114
                  

              	
                Vested
                  Account Balance 

              


      

      


      The
        aggregate value of the Participant's Vested Account Balances derived from
        Employer and Employee contributions (including Rollovers), whether vested
        before
        or upon death, including the proceeds of insurance contracts, if any, on
        the
        Participant's life. The provisions of Article VIII shall apply to a Participant
        who is vested in amounts attributable to Employer contributions, Employee
        contributions (or both) at the time of death or distribution. 

      


      
        	
                1.115

              	
                Voluntary
                  After-tax Contribution


              


      

      


      Any
        contribution 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 account to which earnings and losses are allocated.
        

      


      
        	
                1.116

              	
                Welfare
                  Benefit Fund 

              


      

      


      Any
        fund
        that is part of a plan of the Employer, or has the effect of a plan, through
        which the Employer provides welfare benefits to Employees or their
        beneficiaries. For these purposes, Welfare Benefit means any benefit other
        than
        those with respect to which Code Section 83(h) (relating to transfers of
        property in connection with the performance of services), Code Section 404
        (relating to deductions for contributions to an Employees' trust or annuity
        and
        Compensation under a deferred payment plan), Code Section 404A (relating
        to
        certain foreign deferred compensation plans) apply. A "Fund" for purposes
        of
        this paragraph, is any social club, voluntary employee benefit association,
        supplemental unemployment benefit trust or qualified group legal service
        organization described in Code Section 501(c)(7), (9), (17) or (20); any
        trust,
        corporation, or other organization not exempt from income tax, or to the
        extent
        provided in regulations, any account held for an Employer by any person.
        

      


      
        	
                1.117

              	
                Year
                  Of Service 

              


      

      


      
        	 	
                (a)

              	
                If
                  elected in the Adoption Agreement, the hours counting method will
                  be used
                  in determining either an Employee’s initial or continuing eligibility to
                  participate in the Plan, or the nonforfeitable interest in the
                  Participant’s account balance derived from Employer contributions. A Year
                  of Service is a twelve (12) consecutive month period in which an
                  Employee
                  has completed one-thousand (1,000) Hours of Service (or such lower
                  number
                  as is specified in the Adoption Agreement).


              


      

      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       
        .(1) The
        eligibility computation period starts with the day the Employee first performs
        an Hour of Service and is a twelve (12) consecutive month period during which
        the Employee has completed the number of Hours of Service [not to exceed
        one-thousand (1,000)] as elected in the Adoption Agreement. 

      

         
          .(2) The vesting computation period is a twelve (12) consecutive month
          period as
          elected by the Employer in the Adoption Agreement during which the Employee
          completed the number of Hours 

      

      


      
        
          	
                  of
                    Service [not to exceed one-thousand (1,000)] as elected in the
                    Adoption
                    Agreement. 

                	
                  If
                    no 

                
	
                  election
                    is made, the Plan Year shall be used provided that in the event
                    the Plan
                    Year is changed, 

                
	
                  the
                    “vesting computation period” shall be the twelve (12) consecutive month
                    period determined in 

                
	
                  accordance
                    with Department of Labor Regulation Section 2530.203-2(c), the
                    provisions
                    of which 

                
	
                  are
                    incorporated herein by reference. 

                
	
                  (b)
                    

                	
                  If
                    elected in the Adoption Agreement, the Elapsed Time method will
                    be used in
                    determining either an 

                
	 	
                  Employee’s
                    initial or continuing eligibility to participate in the Plan,
                    or the
                    nonforfeitable interest in the 

                
	 	
                  Participant’s
                    account balance derived from Employer contributions. An Employee
                    will
                    receive credit for 

                
	 	
                  the
                    aggregate of all time period(s) commencing with the Employee’s first day
                    of employment

                	
                  or
                    

                
	 	
                  reemployment
                    and ending on the date a Break in Service begins. 

                	
                  The
                    first day of employment or 

                
	 	
                  reemployment
                    is the first day the Employee performs an Hour of Service for
                    the
                    Employer. An Employee 

                
	 	
                  will
                    also receive credit for any Period of Severance of less than
                    twelve (12)
                    consecutive months. Fractional 

                
	 	
                  periods
                    of a year will be expressed in terms of days. 

                	
                  Years
                    of Service will be determined in accordance 

                
	 	
                  with
                    paragraph 1.94. 

                
	 	
                  (1)
                    

                	
                  A
                    Break in Service under the Elapsed Time method is a Period of
                    Severance of
                    at least twelve (12) 

                
	 	
                  consecutive
                    months. 

                	
                  A
                    Period 

                	
                  of

                	
                  Severance
                    is a continuous period of time during which the 

                
	 	
                  Employee
                    is not employed by the Employer. 

                	
                  The
                    continuous period begins on the date the 

                
	 	
                  Employee
                    retires, quits, is discharged or if earlier, the first twelve
                    (12) month
                    anniversary of the 

                
	 	
                  date
                    on which the Employee is first absent from Service. 

                
	 	
                  (2)
                    

                	
                  In
                    the case of an individual who is absent from work for maternity
                    or
                    paternity reasons, the twelve 

                
	 	
                  (12)
                    consecutive month period beginning on the first anniversary of
                    the first
                    date of such absence 

                
	 	
                  from
                    work for maternity or paternity reasons (a) by reason of the
                    pregnancy of
                    the individual, (b) 

                
	 	
                  by
                    reason of the birth of the child of the individual, (c) by reason
                    of the
                    placement of a child with 

                
	 	
                  the
                    individual in connection with the adoption of such child by such
                    individual, or (d) for purposes 

                
	 	
                  of
                    caring for such child for a period beginning immediately following
                    such
                    birth or placement. 

                
	
                  (c)
                    

                	
                  Each
                    Employee will share in Employer contributions for the period
                    beginning on
                    the date the Employee 

                
	 	
                  commences
                    participation under the Plan and ending on the date on which
                    such Employee
                    terminates 

                
	 	
                  employment
                    with the Employer or is no longer a member of an eligible class
                    of
                    Employees. 

                


        

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

        
          	
                  (d)
                    

                	
                  If
                    two (2) Years of Service are required as a condition of eligibility,
                    a
                    Participant will only have completed 

                
	 	
                  two
                    (2) Years of Service for eligibility purposes upon the actual
                    completion
                    of two (2) consecutive Years of 

                
	 	
                  Service.
                    

                
	
                  (e)
                    

                	
                  The
                    Employer may elect in the Adoption Agreement for purposes of
                    determining a
                    Participant’s vested 

                
	 	
                  interest
                    to disregard Years of Service prior to: 

                
	 	
                  (1)
                    

                	
                  the
                    time the Employer or any affiliate maintained the Plan or any
                    predecessor
                    plan; and 

                
	 	
                  (2)
                    

                	
                  an
                    Employee’s attainment of a certain age, not to exceed age eighteen (18).
                    

                
	
                  (f)
                    

                	
                  An
                    Employee’s Years of Service under this Plan may be determined using the
                    hours counting method or 

                
	 	
                  the
                    Elapsed Time method or both. Unless otherwise elected in the
                    Adoption
                    Agreement, Years of Service 

                
	 	
                  shall
                    be determined using the hours counting method on the basis of
                    actual hours
                    worked. 

                
	
                  (g)
                    

                	
                  If
                    the Plan determines Service for a given purpose on one basis
                    and an
                    Employee transfers to Employment 

                
	 	
                  covered
                    by this Plan from Employment covered by another Qualified Plan
                    which
                    determines Service for 

                
	 	
                  such
                    purpose on the other basis, and if the Employee’s Service for the period
                    during which he was covered 

                
	 	
                  by
                    such other plan is required to be taken into consideration under
                    this Plan
                    for that purpose, then the 

                
	 	
                  following
                    rules shall apply: 

                
	 	
                  (1)
                    

                	
                  If
                    such Service was determined under the other plan using the hours
                    counting
                    method, then the 

                
	 	
                  period
                    so taken into consideration through the close of the computation
                    period in
                    which such 

                
	 	
                  transfer
                    occurs shall be: 

                
	 	
                  (i)
                    

                	
                  the
                    number of Years of Service credited to the Employee for such
                    purpose under
                    such 

                


        

      

      


      other
        plan as of the start of such computation period, and 

      


      (ii)
        for
        the computation period in which such transfer occurs, the greater of:


      


      
         
          .(A) his Service for such period as of the date of transfer determined
          under the
          rules of such other plan, or 

      

      
         
          .(B) his Service for such period determined under the Elapsed Time rules
          of this
          Plan. 

      

      


      Service
        after the close of that computation period shall be determined for such purpose
        solely under the Elapsed Time rules of this Plan. 

      


      (2)
        If
        such Service was determined under the other plan using the Elapsed Time method,
        then the period taken into consideration shall be (1) the number of one-year
        periods of Service credited to the Employee under such other plan as of the
        date
        of the transfer, and (2) for the computation period which includes the date
        of
        transfer, the Hours of Service equivalent to any fractional part of a Year
        of
        Service credited to him under such other plan. In determining such equivalency,
        the Employee shall be credited with one-hundred-ninety (190) Hours of Service
        for each month or fraction thereof. 

      


      If
        this
        Plan is an amendment and continuation of another Qualified Plan or if this
        Plan
        is amended and an effect of the amendment is to change the basis on which
        Years
        of Service are determined, the foregoing rules shall be applied as if each
        Employee had transferred employment on the effective date of such amendment.
        

      


      If
        no
        election is made on the Adoption Agreement, the Plan will define a Year of
        Service as a twelve (12) consecutive month period in which an individual
        has
        completed one-thousand (1,000) Hours of Service under the hours counting
        method.


      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      ARTICLE
        II 

      


      ELIGIBILITY
        REQUIREMENTS 

      


      
        	
                2.1
                  

              	
                Eligibility
                  

              


      

      


      Employees
        who meet the eligibility requirements in the Adoption Agreement on the Effective
        Date of the Plan shall become Participants as of the Effective Date of the
        Plan.
        If elected in the Adoption Agreement, all Employees employed on the Effective
        Date of the Plan may participate, even if they have not satisfied the Plan's
        specified eligibility requirements. Employees hired after the Effective Date
        of
        the Plan, upon meeting the eligibility requirements, shall become Participants
        on the applicable Entry Date. For amended and restated Plans, Employees who
        were
        Participants in the Plan prior to the Effective Date will continue to
        participate in the Plan, regardless of whether the Employee satisfies the
        eligibility requirements in the restated or amended Plan, unless otherwise
        elected in the Adoption Agreement. If no age and Service requirement are
        elected
        in the Adoption Agreement, an Employee will become a Participant on the date
        the
        individual first performs an Hour of Service for the Employer. The Employee
        must
        satisfy the eligibility requirements specified in the Adoption Agreement
        and be
        employed on the Entry Date to become a Participant in the Plan. 

      


       
        .(a) In
        the
        event that an Employee has satisfied the eligibility requirements, but is
        not
        employed on the applicable Entry Date, such Employee will become a Participant
        for the purpose(s) for which an Employee had previously qualified upon his
        or
        her rehire. 

      


       
        .(b) Except
        as
        otherwise provided in the Adoption Agreement, all Years of Service will be
        counted for purposes of determining whether an Employee has satisfied the
        Plan’s
        Service eligibility requirement, if any. If a Participant has a Break in
        Service
        or Period of Severance, Service before that Break in Service or Period of
        Severance shall be reinstated as of the date the Employee is credited with
        an
        Hour of Service after incurring such Break in Service or Period of Severance.
        

      


       
        .(c) In
        the
        event an Employee who is not a member of an eligible class of Employees becomes
        a member of an eligible class, such Employee shall participate immediately
        if
        such Employee has satisfied the minimum age and Service requirements and
        would
        have previously become a Participant had he or she been in an eligible class.
        

      


       
        .(d) A
        former
        Participant shall be eligible to authorize Elective Deferrals and may make
        other
        Employee Contributions as permitted under the Plan as of the date on which
        the
        individual is rehired. Such contributions shall resume immediately (or as
        soon
        as administratively feasible) on or after his or her date of rehire. A former
        Employee who had become a Participant for the purpose of Employer contributions
        shall again become a Participant with respect to Employer Contributions on
        the
        date on which the individual is rehired. 

      


       
        .(e) An
        Employee who has become a Participant under the Plan will remain a Participant
        for as long as an account is maintained under the Plan for his or her benefit,
        or until his or her death, if earlier. 

      


       
        .(f) Each
        Employee will share in Employer contributions for the period beginning on
        the
        date the Employee commences participation under the Plan and ending on the
        date
        on which such Employee terminates employment with the Employer or is no longer
        a
        member of an eligible class of Employees. 

      


      
        	
                2.2
                  

              	
                Determination
                  Of Eligibility 

              


      

      


      The
        Plan
        Administrator shall determine the eligibility of each Employee for participation
        in the Plan based upon information provided by the Employer. Such determination
        shall be conclusive and binding on all individuals except as otherwise provided
        herein or by operation of law. 

      


      
        	
                2.3

              	
                Change
                  In Classification Of Employment


              


      

      


      In
        the
        event a Participant becomes ineligible to participate because he or she is
        no
        longer a member of an eligible class of Employees (as elected by the Employer
        in
        the Adoption Agreement), Elective Deferrals and/or other Employee contributions
        will cease as soon as administratively practicable after the Participant
        becomes
        ineligible. Such Participant shall participate for the purpose(s) for which
        the
        Participant had previously qualified immediately (or as soon as administratively
        feasible) upon his or her return to an eligible class of Employees.


      


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      
        	2.4	
                Participation
                  

              


      

      


      A
        Year of
        Service for participation in the Plan is an eligibility computation period
        during which an Employee completes the Hours of Service requirement
        [one-thousand (1,000) hours or less] elected by the Employer in the Adoption
        Agreement. If the Plan utilizes the Elapsed Time method of crediting Service,
        an
        eligibility computation period for which the Employee receives credit for
        a Year
        of Service will be determined under the Service crediting rules of paragraph
        1.117. 

      


      The
        initial eligibility computation period shall be the twelve (12) consecutive
        month period beginning on the Employee’s employment commencement date (the first
        day an Employee completes an Hour of Service for the Employer). The Plan
        will
        measure succeeding eligibility computation periods based on the Plan Year,
        unless otherwise elected in the Adoption Agreement. Where the subsequent
        computation periods are calculated on the basis of the Plan Year, an Employee
        who receives credit for the required number of Hours of Service during the
        initial computation period and then earns an additional Year of Service credit
        during the Plan Year commencing during the subsequent twelve (12) month period
        will be credited with two (2) Years of Service for purposes of eligibility
        to
        participate. 

      


      An
        Employer may specify in the Adoption Agreement a Service requirement for
        eligibility for participation in the Plan after completion of a specified
        number
        of months or Hours of Service. Any Service requirement based on months of
        Service may not require an Employee to complete more than one (1) Year of
        Service [one-thousand (1,000) Hours of Service] in a twelve (12)
        consecutive month period, or if applicable, two (2) Years of Service.


      


      
        	2.5	
                Employment
                  Rights 

              


      

      


      Participation
        in the Plan shall not confer upon a Participant any employment rights, nor
        shall
        it interfere with the Employer's right to terminate the employment of any
        Employee at any time. 

      


      
        	2.6	
                Service
                  With Controlled Groups


              


      

      


      All
        Years
        of Service with other members of a controlled group of corporations [as defined
        in Code Section 414(b)], trades or businesses under common control [as defined
        in Code Section 414(c)], or members of an affiliated service group [as defined
        in Code Section 414(m)] and any other entity required to be aggregated with
        the
        Employer pursuant to Code Section 414(o) shall be credited for purposes of
        determining an Employee's eligibility to participate. 

      


      
        	2.7	
                Leased
                  Employees 

              


      

      


      A
        Leased
        Employee shall be treated as an Employee of the recipient Employer.
        Notwithstanding the foregoing, a Leased Employee shall not be considered
        an
        Employee of the recipient Employer for purposes of participation in any Plan
        established under a Nonstandardized Adoption Agreement, unless otherwise
        elected
        in the Adoption Agreement. Contributions or benefits provided by the leasing
        organization which are attributable to services performed for the recipient
        Employer shall be treated as provided by the recipient Employer. 

      


      A
        Leased
        Employee shall not be considered an Employee of the recipient if such Employee
        is covered by a money purchase pension plan sponsored by the leasing
        organization providing: 

       

      
        	
                (a)
                  

              	
                a
                  non-integrated Employer contribution rate of at least 10% of Compensation
                  [as defined in Code Section 

              
	 	
                415(c)(3)],
                  but including amounts contributed pursuant

              	
                to

              	
                a
                  salary reduction agreement which are 

              
	 	
                excludable
                  from the Employee’s gross income under Code Sect

              	
                ions
                  125, 132(f)(4), 402(e)(3), 402(h)(1)(B) 

              
	 	
                or
                  403(b), 

              	 	 
	
                (b)
                  

              	
                immediate
                  participation, and 

              	 	 
	
                (c)
                  

              	
                full
                  and immediate vesting. 

              	 	 


      

      


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      


      This
        exclusion is only available if Leased Employees do not constitute more than
        20%
        of the recipient's Non-Highly Compensated work force. The Plan Administrator
        must apply this paragraph 2.7 consistent with Code Sections 414(n) and 414(o)
        and the Regulations issued thereunder. The Employer must specify in an addendum
        to the Adoption Agreement the manner in which the Plan will determine the
        allocation of Employer contributions and Participant forfeitures on behalf
        of a
        Participant if the Participant is a Leased Employee covered by a plan maintained
        by the leasing organization. 

      


      
        	2.8	
                Thrift
                  Plan 

              


      

      


      The
        Employer may make an election in the Adoption Agreement to require Employee
        after-tax contributions (Required After-tax Contributions) as a condition
        of
        participation in the Plan. The Employer shall notify each eligible Employee
        of
        his or her eligibility for participation prior to the appropriate Entry Date.
        The Employee shall indicate his or her intention to join the Plan by authorizing
        the Employer to withhold a percentage of his or her Compensation as provided
        in
        the Plan. Such authorization shall be returned to the Employer within the
        time
        prescribed. The Employee may decline participation by so indicating in
        accordance with the procedures prescribed by the Employer. If the Employee
        declines to participate, such Employee shall be given the opportunity to
        join
        the Plan on any subsequent Entry Date. 

      


      
        	2.9	
                Target
                  Benefit Plan 

              


      

      


      A
        Target
        Benefit Plan may be established by executing a Target Benefit Plan Adoption
        Agreement. The Employer shall notify each eligible Employee of his or her
        eligibility for participation prior to the appropriate Entry Date. The Employer
        will make contributions for each Participant in level annual contributions
        which
        will fund the Participant’s target benefit at the Plan’s Normal Retirement Age.


      


      
        	2.10	
                Davis-Bacon
                  Plan 

              


      

      


      A
        Davis-Bacon Plan may be established by executing a Davis-Bacon Plan Adoption
        Agreement. The Employer shall notify each Employee covered by any Davis Bacon
        or
        prevailing wage contract of his or her eligibility for participation prior
        to
        the appropriate Entry Date. The Employer will make contributions for each
        Participant in accordance with the formula or any public contract subject
        to the
        Davis-Bacon Act or to any other Federal, state or municipal prevailing wage
        law
        as specified in the Adoption Agreement or the schedule attached thereto.
        

      


      For
        the
        purposes of this paragraph, Employees covered by a Davis Bacon or prevailing
        wage contract will be those who are included in a unit of Employees covered
        by a
        collective bargaining agreement between the Employer and Employee
        representatives, if retirement benefits were the subject of good faith
        bargaining and if two percent or less of the Employees who are covered pursuant
        to that 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. 

      


      
        	2.11	
                Waiver
                  Of Participation 

              


      

      


      A
        Plan
        established under a standardized Adoption Agreement may not permit an otherwise
        eligible Employee or Participant to elect not to participate in the Plan.
        A Plan
        established under a Nonstandardized Adoption Agreement may treat Employees
        who
        waive participation in the Plan as a nondiscriminatory class of Employees
        who
        are ineligible to participate therein by making the proper designation in
        the
        Adoption Agreement. Waivers of Plan participation must not constitute cash
        or
        deferred arrangements [within the meaning of Code Section 401(k)] or they
        shall
        be ineffective. A waiver shall not be considered a cash or deferred arrangement
        if it is irrevocable, applies to all Plans maintained by the Employer, and
        is
        made prior to the date on which the Employee is first eligible to participate
        in
        the Plan of the Employer. The Plan Administrator shall establish uniform
        and
        nondiscriminatory procedures as it deems necessary to carry out this provision
        including, but not limited to, rules prescribing the timing and filing of
        elections not to participate. The Plan Administrator shall determine the
        propriety of any such waiver. 

      


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      An
        Employee or Participant continues to earn credit for each Year of Service
        for
        eligibility or vesting purposes he or she completes and his or her account
        (if
        any) will share in the gains or losses of the Plan during the periods he
        or she
        elects not to participate. 

      


      
        	2.12	
                Omission
                  Of Eligible Employee 

              


      

      


      If,
        in
        any Plan Year, an Employee who should be included as a Participant in the
        Plan
        is erroneously omitted and discovery of such omission is not made until after
        a
        contribution by his or her Employer for the Plan Year has been made, the
        Employer shall make any such correction regarding the Employee’s eligibility
        under one of IRS approved correction programs. 

      


      
        	2.13	
                Inclusion
                  Of Ineligible Employee


              


      

      


      If,
        in
        any Plan Year, any person who should not have been included as a Participant
        in
        the Plan is erroneously included and discovery of such incorrect inclusion
        is
        not made until after a contribution for the Plan Year has been made, the
        Employer shall not be entitled to recover the contribution made with respect
        to
        the ineligible individual regardless of the deductibility of the contribution
        in
        question. The contribution and any earnings made with respect to the ineligible
        person shall be forfeited in the Plan Year in which the discovery is made.
        If
        any person made Elective Deferrals erroneously, the Elective Deferrals and
        the
        associated earnings shall be distributed to that individual in the Plan Year
        in
        which the discovery was made. Alternatively, the Employer may determine if
        an
        alternative correction method may be available and use said method to make
        the
        correction. 

      


      ARTICLE
        III 

      


      EMPLOYER
        CONTRIBUTIONS 

      


       3.1
         Contribution
        Amount 

      


       
        .(a) The
        Employer will make periodic contributions to the Plan in accordance with
        the
        contribution formula or formulas elected in the Adoption Agreement.


      
         
          .(b) The Employer shall also make Matching, Top-Heavy minimum contributions
          and
          any other Employer contribution for the benefit of Participants who are
          covered
          by USERRA. Employer Matching Contributions under USERRA shall be made in
          the
          Plan Year for which the Participant exercises his or her right to make-up
          Elective Deferrals and/or other Employee contributions for prior years.
          Top-Heavy minimum contributions and other Employer contributions for USERRA
          protected Service shall be made during the Plan Year in which the individual
          returns to employment with the Employer. 

      

      


       
        .(c) Employer
        contributions required under USERRA are not increased or decreased with respect
        to Plan investment earnings for the period to which such contributions relate.
        The Employer's contribution for any Plan Year shall be subject to the
        limitations on allocations contained in Article X. 

      


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      
        	3.2	
                Contribution
                  Amount For A SIMPLE 401(k) Plan


              


      

      


      If
        the
        Employer has executed the SIMPLE 401(k) Adoption Agreement the provisions
        of the
        following paragraphs shall apply for a Plan Year if the Employer is an Eligible
        Employer and no contributions are made or benefits accrued for services during
        the Plan Year on behalf of any Eligible Employee under any other plan, contract,
        pension or trust described in Code Section 219(g)(5)(A) or (B) maintained
        by the
        Employer. 

      


       
        .(a) SIMPLE
        401(k) Matching Contribution Formula -
        For each
        Plan Year, the Employer shall contribute and allocate to each Eligible
        Employee’s account an amount equal to the Employee’s Elective Deferral
        contribution up to a limit of 3% of the Employee’s Compensation for the full
        Plan Year. If the Employer elects in the Adoption Agreement to make the
        Non-Elective Contribution as specified in paragraph 3.2(b) below, this Matching
        Contribution will not be made. 

      


       
        .(b) SIMPLE
        401(k) Non-Elective Contribution Formula -For
        any
        Plan Year, the Employer may elect to contribute a Non-Elective Contribution
        of
        2% of Compensation for the full Plan Year for each Eligible Employee who
        received at least $5,000 of Compensation (or such lesser amount as elected
        by
        the Employer in the SIMPLE 401(k) Plan Adoption Agreement) for the Plan Year.
        The allocation thereof shall be unrelated to any Participant Elective Deferral
        contributions made hereunder. If the Employer elects in the Adoption Agreement
        to make the Non-Elective Contribution for a Plan Year, the Employer shall
        not
        make the Matching Contribution described in paragraph 3.2(a) above with respect
        to the same Plan Year. The Employer shall notify Eligible Employees within
        a
        reasonable period of time (before the sixtieth day) prior to the beginning
        of
        each Plan Year of its election to make the 2% Non-Elective Contribution in
        lieu
        of the Matching Contribution. 

      


       
        .(c) The
        provisions of the Plan implementing the limitations of Code Section 415 apply
        to
        contributions made pursuant to paragraphs 3.2(a) and (b). 

      


       
        .(d) In
        the
        event that the contribution and allocation formula above results in an Excess
        Annual Addition, such excess shall be corrected as provided for at paragraph
        10.2 of the Basic Plan Document #01. The Employer’s contribution for any Plan
        Year shall be subject to the overall limitations on allocations contained
        in
        Article X. 

      


       
        .(e) No
        other
        Employer or Employee contributions may be made to the SIMPLE 401(k) Plan
        for the
        Plan Year other than Elective Deferrals described in paragraph 4.8, Matching
        or
        Non-Elective Contributions described in paragraphs 3.2(a) and (b), and Rollover
        Contributions described in Regulations Section 1.402(c)-2, Q&A1 (a).


      
         
          .(f) In the event the deduction of a contribution made by the Employer
          is
          disallowed under Code Section 404, such contribution (to the extent disallowed)
          must be returned to the Employer within one year of the disallowance of
          the
          deduction. 

      

      
         
          .(g) All benefits attributable to contributions described in paragraphs
          3.2(a)
          and (b) are nonforfeitable at all times, and all previous contributions
          made
          under the Plan provisions are nonforfeitable as of the beginning of the
          Plan
          Year the SIMPLE 401(k) provisions apply. 

      

      


      
        	
                3.3
                  

              	
                Responsibility
                  For Contributions 

              


      

      


      The
        Trustee, the Sponsor or the Custodian shall not be required to determine
        if the
        Employer has made a contribution or if the amount contributed from its general
        assets is in accordance with the Code and the provisions
        elected
        in the Adoption Agreement. The Employer shall have sole responsibility in
        this
        regard. The Trustee shall be accountable solely for contributions actually
        received within the limits of Article X. 

      


      
        	
                3.4
                  

              	
                Return
                  Of Contributions 

              


      

      


      Contributions
        made to the Plan by the Employer shall be irrevocable except as provided
        below:


      


       
        .(a) Any
        contribution forwarded to the Trustee or Custodian due to a mistake of fact,
        provided that the contribution is returned to the Employer within one year
        of
        the date of the contribution. The Trustee will not increase the amount of
        the
        Employer contribution returnable under this paragraph 3.3 for any earnings
        attributable to the contribution but the Trustee will reduce the amount returned
        to the Employer for any losses incurred attributable to the excess contribution.
        

      


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       
        .(b) In
        the
        event that the Commissioner of Internal Revenue determines that the Plan
        is not
        initially qualified under the Internal Revenue Code, any contribution dependent
        on the initial qualification by the Employer 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. 

      


       
        .(c) Contributions
        forwarded to the Trustee or Custodian are presumed to be deductible and are
        conditioned on their deductibility. Contributions which are determined by
        the
        Internal Revenue Service to not be deductible will be returned to the Employer.
        

      


      
        	
                3.5
                  

              	
                Merger
                  Of Assets From Another Plan


              


      

      


       
        .(a) The
        Employer may in its sole discretion direct the Trustee or Custodian to accept
        assets from another Defined Contribution Plan, or to transfer assets to another
        Defined Contribution Plan, provided that such transfer satisfies the
        requirements of Code Section 414(l) and the Regulations thereunder. The
        Employer, Plan Administrator, Trustee or Custodian shall have the right to
        refuse to accept or transfer assets for any reason, provided that nothing
        in
        this paragraph 3.5 shall give the Trustee or Custodian the right to refuse
        to
        make a direct transfer of an Eligible Rollover Distribution if requested
        to do
        so by a Participant in accordance with paragraph 6.10. 

      


      
         
          .(b) When the transferor plan is a money purchase pension plan and the
          transferee plan (the Plan established under this document), is not a money
          purchase pension plan as set forth in Code Section 401(a)(11)(B)(iii)(III),
          the
          Qualified Joint and Survivor Annuity option may not be eliminated at least
          with
          respect to the benefits which are transferred. 

      

      


      When
        the
        transferor plan is a profit-sharing, stock bonus or cash or deferred arrangement
        [401(k) plan] which included the Qualified Joint and Survivor Annuity provisions
        but was not required to do so, upon the transfer of those assets, the transferee
        plan may be amended to entirely eliminate the annuity option. 

      


      
        	
                3.6

              	
                Coverage
                  Requirements 

              


      

      


      For
        purposes of coverage testing, a Participant is treated as benefiting under
        the
        Plan for any Plan Year during which the Participant received or is deemed
        to
        receive an allocation in accordance with Code Section 1.410(b)-3(a). If the
        number of Participants who are eligible to share in any contribution for
        a Plan
        Year is such that the Plan established under a Nonstandardized Adoption
        Agreement would fail to meet the requirements of Code Section 410(b)(1) or
        410(b)(2)(A)(i), then the group of Participants eligible to share in the
        contribution for the Plan Year will be increased to include such minimum
        number
        of Participants who are not employed by the Employer on the last day of the
        Plan
        Year and who did not meet the hours requirement, as may be necessary to satisfy
        the applicable tests under the Code Sections referenced above. The Participants
        who will become eligible to share in the contribution will be those Participants
        when compared to Participants who are similarly situated, are those who
        completed the greatest number of Hours of Service in the Plan Year before
        the
        termination of their Service. If after such allocation, the coverage
        requirements of the Code are still not satisfied, allocation shall continue
        to
        be made to Participants with decreasing Hours of Service until the coverage
        requirements of the ratio percentage test of Code Section 410(b)(1)(A) are
        satisfied. 

      


      If
        after
        the application of the correction procedure in the preceding paragraph the
        coverage requirements are still not satisfied, the Employer may apply the
        same
        correction procedure to an otherwise excludable class of Employees until
        the
        coverage requirements of the ratio percentage test of Code Section 410(b)(1)(A)
        are satisfied. 

      


      The
        preceding paragraph will not be construed to permit the reduction of any
        Participant’s account balance, and any amounts which were allocated to
        Participants whose eligibility to share in the contribution did not result
        from
        the application of the preceding paragraph will not be reallocated to satisfy
        such requirements. Instead, the Employer will make an additional contribution
        equal to the amount which the affected Participants would have received had
        they
        been included initially in the allocation of the Employer’s contribution, even
        if it would cause the contributions of the Employer for the applicable Plan
        Year
        to exceed the amount which is deductible by the Employer for such Plan Year
        under Code Section 404. Any adjustments pursuant to this paragraph will be
        considered a retroactive amendment of the Plan which was adopted by the last
        day
        of the Plan Year. 

      


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      Specifically
        excluded from the Code Section 410(b) coverage tests are those Employees
        who are
        excluded from participation in the Plan for the entire Plan Year which includes
        those Employees whose retirement benefits are subject to a collective bargaining
        agreement, nonresident aliens, those Employees excluded from Plan participation
        by age and Service requirements imposed by the Plan and those Employees who
        incur a Separation from Service during the applicable Plan Year and for the
        Plan
        Year fail to complete more than five hundred (500) Hours of Service or three
        (3)
        consecutive calendar months under the Elapsed Time method. 

      


      
        	
                3.7
                  

              	
                Eligibility
                  For Contribution 

              


      

      


      The
        Employer will determine on the Adoption Agreement the conditions which
        Participants must meet in order to receive an allocation of an Employer
        contribution and any forfeitures, subject to the following: 

      
        	
                (a)
                  

              	
                In
                  a Plan established under a standardized Adoption Agreement, a Participant
                  who is employed on the last 

              
	 	
                day
                  of the Plan Year will share in the allocation of the Employer contribution
                  and that Plan Year without 

              
	 	
                regard
                  to the Participant’s Hours of Service. 

              
	 	 
	 	
                In
                  a Plan established under a standardized Adoption Agreement, a Participant
                  who completed more than 

              
	 	
                five
                  hundred (500) Hours of Service or three (3) consecutive calendar
                  months
                  under the Elapsed Time 

              
	 	
                method
                  will share in the allocation of Employer contributions for the
                  Plan Year,
                  regardless of whether 

              
	 	
                employed
                  on the last day of the Plan Year. 

              
	 	 
	
                (b)
                  

              	
                In
                  a Plan established under a Nonstandardized Adoption Agreement,
                  the
                  Employer will elect in the 

              
	 	
                Adoption
                  Agreement whether any Employer contribution will be allocated to
                  any
                  Participant who does not 

              
	 	
                complete
                  the necessary Hours of Service or consecutive calendar months requirement
                  elected in the 

              
	 	
                Adoption
                  Agreement, subject to the Top Heavy minimum contribution requirements,
                  if
                  applicable. 

              


      

      


      In
        a Plan
        established under a Nonstandardized Adoption Agreement, the Employer will
        elect
        in the Adoption Agreement whether a Participant will receive an allocation
        of
        the Employer’s contribution if not employed on the last day of the Plan Year.


      


      
        	 	
                (c)

              	
                The
                  Employer may elect in the standardized or Nonstandardized Adoption
                  Agreement any other conditions a Participant must meet to receive
                  an
                  allocation under the Plan. 

              


      

      


      
        	
                3.8
                  

              	
                Target
                  Benefit Plan Contribution


              


      

      


      The
        Employer’s annual contribution to a Target Benefit Plan shall be determined by a
        Stated Benefit Formula and corresponding factor tables contained in the Adoption
        Agreement and shall be allocated to Participants as provided in paragraph
        5.3.
        This notwithstanding, the Employer’s contribution for any Plan Year shall be
        subject to the limitations on allocations contained in Article X and shall
        not
        be less than the minimum contribution required at Article XIV for Top-Heavy
        Plans. The annual Employer contribution necessary to fund the stated benefit
        with respect to a Participant will be determined each year as follows:


       

       
        .(a) Step
        1: Present Value of Benefit
        - If the
        Participant has not yet reached Normal Retirement Age, calculate the present
        value of the stated benefit by multiplying the stated benefit by the factor
        that
        is the product of 

      
         
          .(i) the applicable factor in Table I [if attained age is less than sixty-five
          (65)] or Table IA [if attained age is greater than or equal to sixty-five
          (65)],
          multiplied by (ii) the applicable factor in Table III. If the Participant
          is at
          or beyond Normal Retirement Age, calculate the present value of the stated
          benefit by multiplying the stated benefit by the factor in Table IV
          corresponding to that Normal Retirement Age. 

      

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      


       
        .(b) Step
        2: Theoretical Reserve
        - The
        Theoretical Reserve is determined according to (1) and (2) below: 

      


       
        .(1) Initial
        Theoretical Reserve. A Participant’s Theoretical Reserve as of the last day of
        the Participant’s first year of Projected Participation (year 1) is zero.
        However, if this Plan is a Prior Safe Harbor Plan with a Stated Benefit Formula
        that takes into account Plan Years prior to the first Plan Year and this
        Plan
        satisfies the safe harbor in Regulations Section 1.401(a)(4)-8(b)(3)(C),
        the
        Initial Theoretical Reserve is determined as follows: 

      


       
        .(i) Calculate
        as of the last day of the Plan Year immediately preceding year 1, the present
        value of the stated benefit using the actuarial assumptions, the provisions
        of
        the Plan, and the Participant’s Compensation as of such date. For a Participant
        who is beyond Normal Retirement Age during year 1, the stated benefit will
        be
        determined using the actuarial assumptions, the provisions of the Plan, and
        the
        Participant’s Compensation as of such date, except that the straight life
        annuity factor used in that determination will be the factor applicable for
        the
        Participant’s Normal Retirement Age. 

      


       
        .(ii) Calculate
        as of the last day of the Plan Year immediately preceding year 1 the present
        value of future Employer contributions, i.e., the 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 Code Section
        415
        or the minimum contributions under Code Section 416), and the Participant’s
        Compensation as of such date, beginning with year 1 through the end of the
        Plan
        Year in which the Participant attains Normal Retirement Age. 

      


       
        .(iii) Subtract
        the amount determined in (ii) from the amount determined in (i). 

      


       
        .(2) Accumulate
        the Initial Theoretical Reserve determined in (1) and the Employer contribution
        (as limited by Code Section 415, without regard to any required minimum
        contributions under Code Section 416) for each Plan Year beginning in year
        1 up
        through the last day of the current Plan Year (excluding contributions, if
        any,
        for the current Plan Year) using the Plan’s interest assumption in effect for
        each such year. In any Plan Year following the Plan Year in which the
        Participant attains Normal Retirement Age, the accumulation is calculated
        assuming an interest rate of 0%. 

      


      For
        purposes of determining the level of annual Employer contribution necessary
        to
        fund the stated benefit, the calculations in (1) and (2) above will be made
        as
        of the last day of each Plan Year, on the basis of the Participant’s age on the
        Participant’s last birthday, using the interest rate in effect on the last day
        of the prior year. 

      


       
        .(c) Step 3: Unfunded Amount
        -The
        excess, if any, of the amount determined in Step 1 over the amount determined
        in
        Step 2. 

      


       
        .(d) Step
        4: Contribution -
        Amortize
        the result in Step 3 by multiplying it by the applicable factor from Table
        

      


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      


      II.
        For
        the Plan Year in which the Participant attains Normal Retirement Age and
        for any
        subsequent Plan Year, the applicable factor is 1.0. 

      


      3.9
        Davis-Bacon Plan Contribution 

      


      The
        Employer will irrevocably contribute the amount determined in accordance
        with
        the contribution formula or formulas elected on the Davis-Bacon Adoption
        Agreement. An Employer may take credit for purposes of the Davis-Bacon Act
        or
        other prevailing wage law at the hourly rate specified in an addendum attached
        to the Davis-Bacon Adoption Agreement. Contributions made by the Employer
        to
        this Davis-Bacon plan for the Davis-Bacon work performed by the Employer’s
        covered Employees during the Plan Year may be used as an offset for any Employer
        contributions to be made to another Defined Contribution Plan sponsored by
        the
        Employer. The Employer may make Qualified Non-Elective Contributions to the
        Plan, designated as “Davis-Bacon or Prevailing Wage Contributions”, in order to
        satisfy the Employer’s obligations under the Davis-Bacon Act, or any other
        Federal, state or municipal Davis-Bacon or prevailing wage law. Contributions
        made on behalf of Participants who do not perform prevailing wage work cannot
        be
        used as a credit towards meeting the Employer’s obligation under the prevailing
        wage plan. 

      


      3.10
        Uniform Dollar Contribution 

      


      The
        Employer’s contribution to a plan utilizing a uniform dollar allocation formula
        for a Plan Year shall be the same dollar amount to each Participant regardless
        of Compensation, Years of Service, age or any other variable set forth in
        the
        Adoption Agreement. 

      


      3.11
        Uniform Points Contribution 

      


      The
        Employer’s contribution to a Plan utilizing a uniform points allocation formula
        for a Plan Year shall be in the same ratio that each Participant’s points, as
        elected in the Adoption Agreement, bears to the total points awarded to all
        Participants for the Plan Year. 

      


      3.12
        403(b) Matching Contribution 

      


      If
        a
        tax-exempt Employer elects in the 401(k) Adoption Agreement to make a Matching
        Contribution based on the Employee’s Elective Deferral contributions under the
        Code Section 403(b) Plan, the Employer shall make a Matching Contribution
        to the
        Matching Contribution Account of those Participants who make Elective Deferrals
        (while an Employee and a Participant in the Plan) and who are eligible under
        the
        Adoption Agreement to receive the Matching Contribution. Any such Matching
        Contribution made to the Plan will be allocated under the formula elected
        in the
        Adoption Agreement. In the event the rate of Matching Contribution is determined
        to be discriminatory in favor of one or more Highly Compensated Employees,
        that
        part of the Matching Contribution as is necessary to make such rate
        nondiscriminatory shall be forfeited. Any such amounted forfeited shall be
        disregarded under the Plan’s provisions relating to Code Sections 401(k)(3) and
        401(m)(2). 

      


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      ARTICLE
        IV 

      


      EMPLOYEE
        CONTRIBUTIONS 

      


      4.1
        Voluntary After-tax Contributions 

      


      If
        elected by an Employer in the Adoption Agreement, a Participant may make
        Voluntary After-tax Contributions to the Plan. These contributions are not
        excludable from the Participant’s gross income. Such contributions must be made
        in a uniform and nondiscriminatory manner. Such contributions are subject
        to the
        limitations on Annual Additions and are subject to antidiscrimination testing.
        Any Voluntary After-tax Contribution will not be a condition precedent to
        the
        contribution or allocation of any Employer contribution to the Participant.
        Under any Plan which can be established hereunder and if permitted in the
        Plan’s
        loan policy document, a Participant may repay a defaulted loan with after-tax
        dollars. The Employer may permit buy-back of amounts previously forfeited
        with
        after-tax dollars even if Voluntary After-tax Contributions are not permitted
        in
        the Plan. Any buy-back of amounts previously forfeited must be subject to
        uniform and nondiscriminatory rules which do not operate in favor of Highly
        Compensated Employees. Repayment of loans made to a Participant and buy-backs
        of
        cash-outs as described in Code Section 411(a)(7)(B) will not be considered
        Annual Additions as described in Regulations Section 1.415-6(b)(6). These
        amounts are not subject to the limitation contained in Code Section 401(m)
        in
        the year in which made, as they are not considered Annual Additions pursuant
        to
        Code Section 415. 

      


      4.2
        Required After-tax Contributions 

      


      If
        elected by the Employer in the Adoption Agreement, each Eligible Participant
        shall be required to make Required After-tax Contributions to the Plan as
        a
        condition of participation in the Plan. Such contributions shall be withheld
        from the Employee's Compensation and shall be transmitted by the Employer
        to the
        Trustee/Custodian. A Participant may discontinue participation or change
        his or
        her contribution percentage in accordance with either an election on the
        Adoption Agreement or uniform and nondiscriminatory rules established by
        the
        Employer. If a Participant discontinues his or her contributions, such
        Participant may not again authorize such contributions until a change is
        permitted in accordance with uniform and nondiscriminatory rules established
        by
        the Employer. The Employer may reduce a Participant's contribution percentage
        if
        required to satisfy the ACP Test described in Article XI. 

      


      4.3
        Qualified Voluntary Contributions 

      


      A
        Participant may no longer make Qualified Voluntary Contributions to the Plan.
        Amounts already contributed may remain in the Plan until distributed to the
        Participant. Such amounts will be maintained in a separate account which
        will be
        nonforfeitable at all times. The account will share in the gains and losses
        of
        the Trust in the same manner as described at paragraph 5.5 of the Plan. No
        part
        of the Qualified Voluntary Contribution Plan account will be used to purchase
        life insurance. Subject to Article VIII, Joint and Survivor Annuity Requirements
        (if applicable), the Participant may withdraw any part of the Qualified
        Voluntary Contribution account by making written application to the Plan
        Administrator. 

      


      4.4
        Rollover Contributions 

      


      Unless
        elected otherwise in the Adoption Agreement, a Participant/Employee may make
        a
        Rollover Contribution to a Defined Contribution Plan established hereunder
        of
        all or any part of an amount distributed or distributable to him or her from
        a
        Qualified Plan or an individual retirement account (IRA) qualified under
        Code
        Section 408 where the IRA was used as a conduit from a Qualified Plan provided:
        

      
        
          	
                  (a)
                    

                	
                  the
                    amount distributed to the Participant/Employee is deposited to
                    the Plan no
                    later than the sixtieth day 

                
	 	
                  after
                    such distribution was received by the Participant/Employee,
                    

                
	 	 
	
                  (b)
                    

                	
                  the
                    amount distributed is not one of a series of substantially equal
                    periodic
                    payments made for the life (or 

                
	 	
                  life
                    expectancy) of the Participant/Employee or the 

                	
                  joint
                    lives (or 

                	
                  joint
                    life expectancies) of the 

                
	 	
                  Participant/Employee
                    and the Participant's/Employee’s Beneficiary, or for a specified period of
                    ten (10) 

                
	 	
                  years
                    or more, 

                


        

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

        
          	
                  (c)
                    

                	
                  the
                    amount distributed is not a required minimum distribution under
                    Code
                    Section 401(a)(9), 

                
	 	 
	
                  (d)
                    

                	
                  if
                    the amount distributed included property, such property is rolled
                    over
                    only upon the Trustee, Custodian 

                
	 	
                  and/or
                    Employer’s approval, or if sold, the proceeds of such property may be
                    rolled over, 

                


        

      

      


      
        	
                (e)
                  

              	
                the
                  amount distributed would otherwise be includible in gross income
                  (determined without regard to the 

              
	 	
                exclusion
                  for net unrealized appreciation with respect to Employer securities),
                  and
                  

              
	 	 
	
                (f)
                  

              	
                the
                  amount rolled over does not include any amounts contributed on
                  an
                  after-tax basis by the Participant to 

              
	 	
                the
                  Qualified Plan. 

              


      

      


      The
        Plan
        Administrator shall be held solely responsible for determining the tax free
        status of any Rollover Contribution made to this Plan, and the Trustee/Custodian
        shall have no responsibility for any such determination. 

      


       4.5 Plan
        To Plan Transfer Contributions 

      


       
        .(a) If
        elected by the Employer in the Adoption Agreement, a Participant or an Employee
        may arrange for the direct transfer of his or her entire benefit from another
        Qualified Plan to the Plan established hereunder. Such transfer shall be
        made
        for any reason and may be in cash and/or in-kind. The Employer and/or the
        Trustee/Custodian in their sole discretion shall have the right to refuse
        to
        accept a transfer for any reason including but not limited to if such assets
        do
        not comply operationally, would result in a prohibited transaction, are not
        readily marketable or are not compatible with the Employer's investment policy
        objectives. If necessary, for accounting and recordkeeping purposes, Transfer
        Contributions shall be treated in the same manner as Rollover Contributions.
        

      


       
        .(b) The
        Employer may arrange for the direct transfer of a Participant’s/Employee’s
        benefit from a Qualified Plan to this Plan. If necessary, for accounting
        and
        recordkeeping purposes, Transfer Contributions shall be treated in the same
        manner as Rollover Contributions. 

      


       
        .(c) In
        the
        event the Employer accepts a Transfer Contribution from a Plan in which the
        Participant/Employee was directing the investment of his or her account,
        the
        Employer may, if the Employer determines that it is appropriate and not in
        violation of the nondiscrimination rules under Regulation Section 1.401(a)(4)-4,
        permit the Employee to continue to direct his or her investments in accordance
        with paragraph 12.7 with respect only to such Transfer Contribution.


      
         
          .(d) Notwithstanding any provision of this Plan to the contrary, to the
          extent
          that any optional form of benefit under the Plan established hereunder
          permits a
          distribution prior to the Employee’s Normal Retirement Age, death, Disability,
          or severance from employment, and prior to Plan termination, the optional
          form
          of benefit is not available with respect to benefits attributable to assets
          (including the post-transfer earnings thereon) and liabilities that are
          transferred, within the meaning of Code Section 414(1), to this Plan from
          a
          money purchase pension plan qualified under Code Section 401(a) (other
          than any
          portion of those assets and liabilities attributable to Voluntary After-tax
          Contributions). 

      

      


      4.6 Voluntary
        Direct Transfers Between Plans 

      


      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

      


       A
        Participant or Employee shall be able to transfer his or her entire benefit
        between qualified Defined Contribution Plans [other than a direct transfer
        described in Code Section 401(a)(31)] without regard to whether the
        Participant’s benefit is immediately distributable or results in the elimination
        or reduction of Code Section 411(d)(6) protected benefits. Such a transfer
        does
        not violate Code Section 411(d)(6) if the following requirements are met:
        

      


       
        .(a) The
        plan
        from which the benefits are transferred must provide that the transfer is
        conditioned upon a voluntary, fully informed election by the Participant
        to
        transfer his or her entire benefit to another qualified Defined Contribution
        Plan. As an alternative to the transfer, the Participant must be offered
        the
        opportunity to retain the Participant’s Code Section 411(d)(6) protected
        benefits under the Plan [or if the Plan is terminating, to receive any optional
        form of benefit for which the Participant is eligible under the Plan as required
        by Code Section 411(d)(6)]. 

      


       
        .(b) The
        transferring plan must be the same plan type as the Plan sponsored by the
        Employer. When benefits are being transferred from a qualified cash or deferred
        arrangement under Code Section 401(k), the benefits must be transferred to
        a
        qualified cash or deferred arrangement under Code Section 401(k). Money purchase
        pension plans must be transferred to money purchase pension plans. Benefits
        transferred from a profit-sharing plan other than a 401(k) plan or employee
        stock ownership plan may be transferred to any type of Defined Contribution
        Plan, even if the event is not one that allows a distribution. 

      
         
          .(c) The transfer must be made in connection with certain corporate transactions
          such as an asset or stock acquisition, merger or other similar transaction
          involving a change in Employer of the Employees of a trade or business
          [i.e., an
          acquisition or disposition within the meaning of Regulation Section
          1.410(b)-2(f)] or in connection with the Participant’s transfer of employment to
          a different job for which Service does not result in additional allocations
          under the transferor plan. 

      

      

         
          .(d) This type of elective transfer is only available for transfers made
          on or
          after September 6, 2000, even if the transaction or change of employment
          occurred prior to that date. 

      

      


       
        .(e) If
        the
        conditions outlined in (a), (b), (c) and (d) above are met, the Employer’s Plan
        is not required to protect optional forms of benefits available under the
        prior
        plan with respect to any benefit transferred [except as required by the
        Qualified Joint and Survivor Annuity requirements under Code Sections 401(a)(11)
        and 417]. Such a transfer is not a protected optional form of benefit, but
        rather is a “right or feature” under Regulation Section 1.401(a)(4)-4(e).


      


       4.7 Elective
        Deferrals In A 401(k) Plan 

      


       
        .(a) A
        Participant may enter into a Salary Deferral Agreement with the Employer
        authorizing the Employer to withhold a portion of such Participant's
        Compensation not to exceed the dollar limit under Code Section 402(g), as
        adjusted under Code Section 415(d), for the Applicable Calendar Year, or
        the
        percentage or dollar amount of Compensation specified in the Adoption Agreement.
        

      


       
        .(b) Any
        Salary Deferral Agreement may not be effective earlier than the latest date
        of
        the following: 

      


       
        .(1) The
        date
        of the Participant’s entry (or reentry) into the Plan; 

      


      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       
        .(2) the
        execution of the Participant’s Salary Deferral Agreement; 

      


       
        .(3) the
        date
        the Employer adopts the 401(k) Plan by executing the Adoption Agreement;
        

      


       
        .(4) the
        Effective Date of the Elective Deferral provisions as specified in the Adoption
        Agreement. 

      


       
        .(c) Any
        such
        contribution shall be credited to the Employee's Elective Deferral account.
        A
        Participant may terminate deferrals at any time.
        A
        Participant may amend his or her Salary Deferral Agreement to increase or
        decrease his or her deferral percentage upon notice in accordance with the
        provisions in the Adoption Agreement or such other uniform and nondiscriminatory
        procedures. The Employer shall determine the permitted frequency of such
        changes
        which shall be no less frequently than once each calendar year. Any such
        election will be effective as soon as practicable following the receipt of
        the
        notification by the Employer in accordance with uniform and nondiscriminatory
        procedures established and communicated to the Participants. The Participant
        shall notify the Employer of any change in his or her deferral election in
        writing or in such other form or manner as permitted. The Employer may,
        notwithstanding any limit to the contrary in the Adoption Agreement, limit
        the
        maximum deferral percentage for Highly Compensated Employees. If a Participant
        terminates his or her agreement, such Participant shall be permitted to put
        a
        new Salary Deferral Agreement into effect as provided in the Adoption Agreement
        or any other uniform and nondiscriminatory procedures established. The Employer
        may also amend or terminate said agreement on notice to the affected
        Participant, if required to maintain the qualified status of the Plan.


      


       
        .(d) If
        permitted by the Employer, when a Participant who has not authorized the
        Employer to withhold the maximum annual deferral amount pursuant to Code
        Section
        402(g) and desires to increase the total amount withheld for a Plan Year,
        the
        Participant may authorize the Employer to withhold a supplemental amount
        up to
        100% of his or her Compensation for one or more pay periods. In no event
        may the
        amounts withheld under the Salary Deferral Agreement plus any additional
        amount
        deferred exceed the lesser of 25% of a Participant's Compensation or any
        other
        limitation elected in the Adoption Agreement by the Employer. 

      


       
        .(e) If
        the
        Plan permits Voluntary After-tax Contributions and the Employer has elected
        in
        the Adoption Agreement, all or any portion of amounts previously withheld
        under
        any Salary Deferral Agreement may be recharacterized as Voluntary After-tax
        Contributions within the Plan Year. 

      


       
        .(f) Elective
        Deferrals shall be deposited in the Plan’s Trust as soon as administratively
        feasible after being withheld from the Participant's Compensation at the
        earliest date on which the contributions can reasonably be segregated from
        the
        Employer’s general assets, but no later than the time prescribed by the Code,
        ERISA or by applicable Treasury or Department of Labor Regulations.


      


       4.8 Elective
        Deferrals In A SIMPLE 401(k) Plan 

      


       
        .(a) An
        Eligible Employee may enter into a Salary Deferral Agreement with the Employer
        authorizing the Employer to withhold a portion of such Eligible Employee’s
        Compensation, not to exceed $6,000 per calendar year, as adjusted to reflect
        any
        annual cost-of-living increases announced by the Internal Revenue Service.
        No
        Eligible Employee shall be permitted to make Elective Deferrals under this
        Plan,
        or any other Qualified Plan maintained by the Employer, during any taxable
        year
        in excess of the dollar limitation contained in Code Section 402(g) in effect
        in
        at the beginning of such taxable year. The $6,000 limit may be reduced if
        an
        Eligible Employee contributes pre-tax contributions to Qualified Plans of
        other
        employers. 

      


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

    

      .(b) In addition to any other
      election periods provided, each Participant may make or modify his Salary
      Deferral Agreement during the sixty (60) day election period immediately
      preceding each January 1.

      .(c) For the Plan Year in which
      an
      Eligible Employee becomes eligible to make Elective Deferrals under the SIMPLE
      401(k) Plan provisions, the sixty (60) day election period requirement of
      paragraph 4.8(b) above is deemed satisfied if the Eligible Employee may make
      or
      modify a Salary Deferral Agreement election during a sixty (60) day period
      that
      includes either the date the Employee becomes eligible, or the day before.
        .(d) An Eligible Employee may amend his or her Salary Deferral Agreement
      to increase or decrease the percentage upon proper and timely notice to the
      Employer. The Employer shall determine the permitted frequency of such changes.
      An Eligible Employee may terminate his or her Salary Deferral Agreement at
      any
      time during the Plan Year upon notice to the Employer. If an Eligible Employee
      terminates his or her Salary Deferral Agreement, such Eligible Employee will
      be
      permitted to execute a new Salary Deferral Agreement in accordance with the
      provisions elected in the Adoption Agreement or any other uniform and
      nondiscriminatory procedure. The Employer may also amend or terminate any Salary
      Deferral Agreement on notice to the affected Eligible Employee, if required
      to
      maintain the qualified status of the Plan.

      .(e) If permitted by the Employer,
      a
      Participant who has not authorized the Employer to withhold at the maximum
      annual deferral amount and desires to increase the total amount withheld for
      a
      Plan Year, such Participant may authorize the Employer to withhold an amount
      up
      to 100% of his or her Compensation for one or more pay periods.   .(f)
      Elective Deferrals shall be deposited in the Plan’s Trust as soon as
      administratively feasible after being withheld from the Participant's
      Compensation at the earliest date on which the contributions can reasonable
      be
      segregated from the Employer’s general assets but no later than the time
      prescribed by the Code, ERISA or by applicable Treasury or Department of Labor
      Regulations.

      .(g) The Employer will notify
      each
      Eligible Employee prior to the sixty (60) day election period described in
      paragraph 4.8(b) that he or she can make an Elective Deferral or modify a prior
      election during that period.

      .(h) The notification described
      in
      this subparagraph 4.8(h) will indicate whether the Employer will provide a
      Matching Contribution described in paragraph 3.2(a) or a 2% Non-Elective
      Contribution described in paragraph 3.2(b) .

      .(i) The Plan is not treated as
      a
      Top-Heavy Plan under Code Section 416 for any Plan Year for which the SIMPLE
      401(k) Plan provisions apply.

    4.9 Automatic
      Enrollment

     

      .(a) If the Employer so elects
      in
      the Adoption Agreement, each Employee eligibleunder the Employer’s Code Section 401(k) cash or
      deferred arrangement shall automatically become a Participant in the Plan as
      of
      the first Entry Date after satisfying the Plan’s eligibility requirements. The
      Employer may elect on the Adoption Agreement to apply the automatic enrollment
      provisions to current Employees and Participants or only to Employees hired
      on
      or after the Effective Date of the adoption of or the amendment to the Plan
      providing for the automatic enrollment provisions. If the 

     

    
      
         

      

      
        45

        
          

        

      

      
         

      

    


    Employer elects the provision to apply
      to
      current Employees, the Employer will apply the automatic enrollment provision
      to
      Employees and Participants who are deferring at less than the amount elected
      on
      the Adoption Agreement on or after the Effective Date of the adoption of or
      the
      amendment to the Plan, except for those Employees and Participants who make
      an
      affirmative election to receive the Compensation in cash.

      .(b) After satisfying the Plan’s
      eligibility requirements, each Employee will have his or her Compensation
      automatically reduced by the percentage elected in the Adoption Agreement.
      These
      amounts will be contributed to the Plan. An election by the Employee not to
      make
      Elective Deferrals or to contribute a different percentage may be made at any
      time. The election is effective for the first pay period and subsequent pay
      periods (until superseded by a subsequent election) if filed when the Employee
      is hired, or within a reasonable period thereafter ending before the
      Compensation for the first pay period is currently made available. In the event
      an Employee has Elective Deferrals withheld pursuant to this provision and
      no
      investment directive has been received, any cash received shall be invested
      as
      provided for in paragraph   .13.8 herein. If an Employee elects to receive
      cash in lieu of Elective Deferrals and the election is made when the Employee
      is
      hired or within a reasonable period thereafter ending before the Compensation
      is
      currently available, then no Elective Deferrals for the first pay period or
      subsequent pay periods are made on the Employee’s behalf to the Plan until the
      Employee makes a subsequent affirmative election to reduce his or her
      Compensation. Elections filed at a later date are effective for payroll periods
      beginning in the month next following the date the election is filed.

      .(c) For those current Participants
      who are deferring at a percentage or dollar amount less than the amount elected
      on the Adoption Agreement, the Employer will in the first payroll period after
      the effective date of the amendment reduce the Participant’s Compensation by the
      difference between the Participant’s current deferral election and the election
      as stated on the Adoption Agreement.

      .(d) At the time an Employee is
      hired, the Plan Administrator shall provide the Employee a notice that explains
      the automatic enrollment provision. This notice will also explain the Employee’s
      right to elect to have no such Elective Deferrals made to the Plan or to alter
      the amount of those contributions. This notice will include the procedure for
      exercising the right and the timing for implementation of any such election.
      The
      Plan Administrator shall provide each Participant in the Plan with an annual
      notice of his or her Elective Deferral percentage and each Participant’s right
      to change the percentage, including the procedure for exercising that right
      and
      the timing for implementation of any such election. Prior to an Employee’s
      automatic enrollment becoming effective, the Plan Administrator will provide
      such Employee with appropriate guidance as to the procedures then in effect,
      for
      the Employee to make alternative elections referenced above. Each Employee
      deferring Compensation pursuant to this paragraph shall be deemed to have
      consented to an Elective Deferral contribution in the amount specified by the
      Employer in the Adoption Agreement, unless he/she has filed an election to
      the
      contrary with the Plan Administrator pursuant to the Plan’s administrative
      procedures.

    4.10 Make-Up Contributions Under
      USERRA

    A Participant who has the right to make-up
      Elective Deferrals, Voluntary After-tax Contributions and/or Required After-tax
      Contributions under USERRA shall be

     

    
      
         

      

      
        46

        
          

        

      

      
         

      

    


    permitted to increase his or her Elective
      Deferral with respect to a make-up year without regard to any provision limiting
      contributions for such Plan Year. Make-up contributions shall be limited to
      the
      maximum amount permitted under the Plan and the statutory limitations applicable
      with respect to the make-up year. Employee-related make-up contributions must
      be
      made within the time period beginning on the date of reemployment and continuing
      for the lesser of five (5) years or three (3) times the period of military
      service.

    ARTICLE
      V 

    PARTICIPANT
      ACCOUNTS


    5.1 Separate
      Accounts

    The Plan Administrator or its
      agent
      shall establish a separate recordkeeping account for each Participant showing
      the fair market value of his or her Plan benefits. Each Participant's
      account may be separated for
      recordkeeping purposes into the following sub-accounts:

      .(a) Employer
      contributions:  
  .(1)
Non
      Safe-Harbor Matching Contribution Formula 1
      Contributions  
  .(2) Non Safe-Harbor
      Matching Contribution Formula 2
      Contributions  
  .(3) Qualified
      Matching Contributions 
  .(4) Qualified
      Non-Elective
      Contributions 
 
      .(5) Discretionary Contributions 
  .(6) Safe
      Harbor Matching
      Contributions
  .(7)
      Safe Harbor Non-Elective Contributions 
 
      .(8) Davis-Bacon Contributions
 
      .(9) Target Benefit
      Contributions 
  .(10) SIMPLE
      401(k) Matching
      Contributions 
  .(11)
      SIMPLE 401(k) Non-Elective
      Contributions 
  .(12)
      Money Purchase Pension Plan
      Contributions 
  .(b) Employee
      contributions: 
  .(1) Voluntary
      After-tax
      Contributions 
  .(2) Qualified
      Voluntary
      Contributions 
  .(3) Elective
      Deferrals 
  .(4) Required
      After-tax
      Contributions 
  .(5) Rollover
      Contributions 
  .(6) Transfer
      Contributions
  .(7) Elective
      Deferrals in a SIMPLE 401(k) Plan


    5.2 Valuation Date


    The Trustee shall value the Trust
      at
      the fair market value as of each Valuation Date and those Valuation Dates
      elected in the Adoption Agreement or as directed in writing by the Plan
      Administrator.

      .(a) Plan Administrators
      utilizing a daily valuation system for Participant recordkeeping purposes shall
      process any contributions, distributions, investment income or loss, any
      appreciation or depreciation, investment transactions (including a purchase
      or
      sale of an investment alternative) and any other transactions which affect
      a
      Participant on each business day that securities are traded on the New York
      Stock Exchange or any other national securities market. Individual Participant
      recordkeeping accounts are updated in accordance with paragraph 5.3 hereof
      as of
      each Valuation Date specified in the Adoption Agreement or such other date
      as
      elected by the Plan Administrator.

      .(b) Plan Administrators
      utilizing a balance forward valuation system for Participant recordkeeping
      purposes will process contributions, distributions, investment income or loss,
      investment transactions (including a purchase or sale of an investment
      alternative) and any other transactions at the Plan level on the Valuation
      Date
      and those other Valuation Dates as specified in the Adoption Agreement or any
      other date(s) as the determined by the Plan Administrator. Individual
      Participant recordkeeping accounts will be 

     

    
      
         

      

      
        47

        
          

        

      

      
         

      

    


    updated within the allocation
      period
      on the date or dates determined by the Plan Administrator with respect to
      contributions and distributions. Investment earnings will be allocated at the
      end of the valuation period. Any other transactions which affect Participant
      accounts will be posted or allocated to individual Participant accounts on
      the
      next following Valuation Date unless the Plan Administrator elects, in a uniform
      and nondiscriminatory manner, to allocate such transactions as they occur.
      The
      Employer may utilize a daily valuation system for a portion of the Plan and
      a
      balance forward valuation system for the balance of the Plan.

    All allocations for a particular
      Plan
      Year will be made as of the last Valuation Date(s) of that Plan Year or such
      other dates determined by the Plan Administrator.

    5.3 Allocations To Participant
      Accounts

    As of each Valuation Date elected
      by
      the Employer in the Adoption Agreement and/or on any date within the allocation
      period selected in writing by the Plan Administrator, each Participant's account
      shall be adjusted to reflect:

      .(a) the Participant's
      share
      of the Employer's contribution and forfeitures as determined in the Adoption
      Agreement,

      .(b)
      any Employee contributions,

      .(c) any repayment of amounts
      previously distributed to a Participant upon a separation from Serviceand repaid by the Participant
      since the
      last Allocation Date,

      .(d) the Participant's
      proportionate share of any investment earnings and increase in the fair market
      value of the Trust since the last Allocation Date, and   

      .(e) loan repayments
      of
      principal and interest.

    The Employer shall deduct from each account:

    
 
      .(f)
      any withdrawals or payments made from the Participant's account since the last
      Allocation Date,


      .(g) the Participant's
      proportionate share of any decrease in the fair market value of the Trust since
      the

    last allocation Date, and


      .(h)  the Participant's
      proportionate share of any fees and expenses paid from the Plan. 


     

    5.4  Allocating
      Employer Contributions  


      .(a) The Employer must
      specify
      in the Adoption Agreement the manner in which the Employer’s contribution shall
      be allocated to Participants including any minimum contribution for Top-Heavy
      Plans. Employer contributions shall be allocated to all Participants eligible
      to
      receive a contribution as provided in the Adoption Agreement.

      .(b) Notwithstanding
      any
      provision of this Plan to the contrary, Participants will accrue the right
      to
      share in allocations of Employer contributions with respect to periods of
      qualified military service as provided in Code Section 414(u).

      .(c) At the end of each
      Plan
      Year the Plan Administrator shall redetermine any Matching Contribution for
      each
      Participant based on his or her eligible annual Compensation in accordance
      with
      the Matching Contribution formula elected by the Employer in the Adoption
      Agreement. Any Participant for whom any Matching Contribution has not been
      sufficiently made in accordance with the Matching Contribution formula elected
      by the Employer shall receive an additional Matching Contribution so that the
      total annual deferrals (whether pre-tax or after-tax) reflected as a percentage
      of eligible annual Compensation are matched in accordance with the Matching
      Contribution formula (“true-up” of Matching Contributions) selected by
      the

    Employer
      in the Adoption Agreement. If no
      election is made on the Adoption Agreement, no true-up of Matching Contributions
      will occur.

    5.5 Allocating Investment
      Earnings And Losses

    Account balances are adjusted
      to
      reflect actual income and investment gains and losses from the period beginning
      on the day following the last Valuation Date and ending on the current Valuation
      Date. Each Participant's account shall receive a proportionate share of the
      actual income and investment gains and

     

    
      
         

      

      
        48

        
          

        

      

      
         

      

    


    losses during the period. The
      value
      of accounts for allocation purposes shall be based on the value of all
      Participant accounts (without regard to any portion of any such account
      attributable to segregated investments) as of the last Valuation Date less
      withdrawals, distributions and expenses plus any contributions including
      deferrals (whether pre-tax or after-tax) if any, paid from the Trust since
      the
      last Valuation Date. Investment gains and losses shall be credited to all
      Participant accounts having a balance on the Valuation Date regardless of the
      vested status of such account and regardless of the Participant's employment
      status. The Plan Administrator shall also have the right to adopt an alternative
      procedure for allocating income and investment gains and losses provided that
      such alternative procedure is uniform and does not discriminate in favor of
      Highly Compensated Employees. Any change in procedure shall be effective as
      of
      the next following Valuation Date or such other date as agreed to by the
      Employer and the Plan Administrator. Accounts with segregated investments shall
      receive the income or loss on such segregated investments. Investment gains
      or
      losses are determined separately for each investment alternative offered under
      the Plan.

      .(a) The value of a
      Participant’s account invested in a mutual fund (Registered Investment Company)
      will equal the value of a share in such fund multiplied by the number of shares
      credited to the Participant’s account.

      .(b) In the case of any
      pooled
      investment vehicle, earnings, gains or losses on the pooled investment vehicle
      will be allocated among the Participant’s accounts in proportion to the value of
      each Participant’s account invested in that investment vehicle immediately prior
      to the Valuation Date. The gain or loss attributed to each investment vehicle
      will be credited to or charged against the Participants’ account. Alternatively,
      the Plan Administrator or his designate may establish unit values for each
      pooled investment vehicle offered under the Plan in accordance with uniform
      procedures established by the Plan Administrator for this purpose. The value
      of
      the portion of a Participant’s account invested in a pooled investment vehicle
      will equal the value of a unit in such investment vehicle multiplied by the
      number of units credited to the account.

      .(c) In the case of any
      investment that is held specifically for a Participant’s account, any gain or
      loss on such investment will be charged or credited to that Participant’s
      account.

    5.6 Allocation
      Adjustments

    The Plan Administrator or his
      designate, if applicable, shall have the right to redetermine the value of
      Participant accounts if a previous allocation or valuation was performed
      incorrectly. Such redetermination shall be made without regard to the reason
      for
      the incorrect allocation. Such reasons may include, but are not limited to,
      incorrect contribution or Employee information provided by the Employer or
      representative of the Employer, incorrect valuation of Plan assets, incorrect
      determination of investment income and gains or losses, improper interpretation
      of the Plan's allocation formulas or procedures, erroneous omission of Top-Heavy
      minimum contributions and failure to transmit, receive or interpret amendments
      to the allocation formulas, methods or procedures. Subject to express limits
      that may be imposed under the Code, the Plan Administrator reserves the right
      to
      delay the processing of any contribution, distribution or other transaction
      for
      any legitimate business reason (including, but not limited to, failure of
      systems or computer programs, failure of means of transmission of data,
force majeure,
      the failure of any Service Provider to
      timely receive values or prices, or to correct for its errors omissions or
      the
      errors or omissions of any Service Provider). After having made any necessary
      adjustments, the Plan Administrator or his designate, if applicable, may issue
      either revised or adjusted statements to Participants with an explanation of
      the
      allocation adjustments.

    5.7 Participant Statements
      

    The Plan Administrator shall prepare
      a statement for each Participant not less frequently than annually. Statements
      may be prepared more frequently as agreed between the Plan Administrator and
      the
      Service Provider or other entity responsible for the maintenance of Plan records
      or for valuing Plan assets. Each statement shall show the additions to and
      subtractions from the Participant's account for the period since the last such
      statement and shall show the fair market value of the Participant's account
      as
      of the current statement date.

    5.8 Changes In Method
      And
      Timing Of Valuing Participants’ Accounts

     

    
      
         

      

      
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    If necessary or appropriate, the
      Plan
      Administrator may establish different or additional uniform and
      nondiscriminatory procedures for determining the fair market value of
      Participant’s accounts under the Plan.

    ARTICLE
      VI 

    RETIREMENT
      BENEFITS AND DISTRIBUTIONS


    6.1 Normal Retirement
      Benefits


    A Participant shall be entitled
      to
      receive the balance held in his or her account upon attaining his or her Normal
      Retirement Age or at such earlier dates as the provisions of this Article VI
      may
      permit. If a Participant elects to continue working past his or her Normal
      Retirement Age, he or she will continue as an active Participant. Unless the
      Employer elects otherwise in the Adoption Agreement, distribution shall be
      made
      to such Participant at his or her request prior to his or her actual retirement.
      Distribution shall be made in the normal form, or if elected, in one of the
      optional forms of payment provided below.

    6.2 Early Retirement
      Benefits

    An Early Retirement benefit may
      be
      available if elected in the Adoption Agreement to individuals who meet the
      age
      and Service requirements specified in the Adoption Agreement. A Participant
      who
      attains his or her Early Retirement Date will become fully vested, regardless
      of
      any vesting schedule which otherwise might apply. If a Participant separates
      from Service with a nonforfeitable benefit before satisfying the age
      requirements, but after having satisfied the Service requirement, the
      Participant will be entitled to elect an Early Retirement benefit upon
      satisfaction of the age requirement.

    6.3 Benefits On Termination Of
      Employment

      .(a) If a Participant
      terminates employment prior to Normal Retirement Age, such Participant shall
      be
      entitled to receive the vested balance held in his or her account payable at
      Normal Retirement Age in the normal form, or if elected, in one of the other
      forms of payment provided hereunder. If applicable, the Early Retirement benefit
      provisions may be elected. Notwithstanding the preceding, a former Participant
      may, if allowed in the Adoption Agreement, make application to the Employer
      requesting early payment of any deferred vested and nonforfeitable benefit
      due.

      .(b) If a Participant
      terminates employment, and the value of the Participant's Vested Account Balance
      is not greater than $5,000, the Participant may receive a lump sum distribution
      of the value of the entire vested portion of such account balance and the
      nonvested portion will be treated as a forfeiture. The Plan Administrator shall
      follow a consistent and nondiscriminatory policy, as may be established,
      regarding immediate cash-outs of Vested Account Balances.

      .(c) For purposes of
      this
      Article, if the value of a Participant's Vested Account Balance is zero, the
      Participant shall be deemed to have received a distribution of such Vested
      Account Balance immediately following termination. If the Participant is
      reemployed prior to incurring five (5) consecutive one (1) year Breaks in
      Service or Periods of Severance, he or she will be deemed to have immediately
      repaid such distribution. Notwithstanding the above, if the Employer maintains
      or has maintained a policy of not distributing any amounts until the
      Participant's Normal Retirement Age, the Employer can continue to uniformly
      apply such policy.

      .(d) If a Participant
      terminates employment with a Vested Account Balance greater than $5,000, and
      elects (with his or her Spouse's consent, if required) to receive 100% of the
      value of his or her Vested Account Balance in a lump sum, the nonvested portion
      will be treated as a forfeiture. The Participant (and his or her Spouse, if
      required) must consent to any distribution when the Vested Account Balance
      described above exceeds $5,000.

    (e)
      If a Participant who is not 100% vested
      receives or is deemed to receive a distribution pursuant to this paragraph
      and
      resumes employment covered under this Plan, the Participant shall have the
      right
      to repay to the Plan the full amount of the distribution attributable to both
      Employer contributions and Elective Deferrals on or before the earlier of the
      date the Participant incurs five (5) consecutive one (1) year Breaks in Service
      following the date of distribution or five (5) years after the first date on
      which the Participant is subsequently reemployed. In such event, the
      Participant's account shall be restored to the 

     

    
      
         

      

      
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    value thereof at the time the
      distribution was made. The account may be further increased by the Plan’s income
      and investment
      gains and/or losses on the
      undistributed amount from the date of the distribution to the date of
      repayment.

      .(f) If the Participant’s
      Vested Account Balance is greater than $5,000, a Participant shall have the
      option to postpone payment of his or her Plan benefits until his or her Required
      Beginning Date. If elected in the Adoption Agreement, any balance in a
      Participant's account resulting from his or her Employee contributions listed
      at
      paragraph 5.1(b), hereof, not previously withdrawn, may be withdrawn by the
      Participant immediately following separation from Service.

      .(g) If a Participant
      ceases
      to be an active Employee as a result of a Disability, such Participant shall
      have the right to make an application for a disability retirement benefit
      payment. The Participant's account balance will be deemed "immediately
      distributable" as set forth in paragraph 6.4, and will be fully vested pursuant
      to paragraph 9.2.

      .(h) If elected in the
      Adoption Agreement, when a terminating Participant or Employee does not make
      a
      timely election with respect to the cash out distribution of amounts greater
      than $1,000 but less than or equal to $5,000, pursuant to Code Sections
      411(a)(7), 411(a)(11) and 417(e)(7), the Plan Administrator will make a direct
      rollover into an individual retirement account or annuity (“IRA”). The Plan
      Administrator will select the IRA trustee or custodian, establish the IRA and
      make the initial IRA investment selection.

    6.4 Restrictions On Immediate
      Distributions

      .(a) An account balance
      is
      immediately distributable if any part of the account balance could be
      distributed to the Participant (or Surviving Spouse) before the Participant
      attains (or would have attained if not deceased) the later of the Normal
      Retirement Age or age sixty-two (62).

      .(b) If payment in the
      form of
      a Qualified Joint and Survivor Annuity is required and the value of a
      Participant's Vested Account Balance exceeds $5,000, or there are remaining
      payments to be made with respect to a particular distribution option that
      previously commenced, and the account balance is immediately distributable,
      the
      Participant and his or her Spouse (or where either the Participant or the Spouse
      has died, the survivor) must consent to any distribution of such account
      balance.

      .(c) If payment in the
      form of
      a Qualified Joint and Survivor Annuity is not required with respect to a
      Participant and the value of a Participant’s Vested Account Balance exceeds
      $5,000, and the account balance is immediately distributable, only the
      Participant must consent to any distribution of such account balance.

      .(d) The consent of the
      Participant and/or the Spouse shall be obtained in writing or in such other
      form
      accepted by the Plan Administrator within the ninety (90) day period ending
      on
      the Annuity Starting Date, which is the first day of the first period for which
      an amount is paid as an annuity or in any other form. The Plan Administrator
      shall notify the Participant and the Participant's Spouse of the right to defer
      any distribution until the Participant's account balance is no longer
      immediately distributable. Such notification shall include a general description
      of the material features, and an explanation of the relative values of, the
      optional forms of benefit available under the Plan in a manner that would
      satisfy the notice requirements of Code Section 417(a)(3), and shall be provided
      no less than thirty (30) days and no more than ninety (90) days prior to the
      Annuity Starting Date.

      .(e) If the distribution
      is
      one to which Code Sections 401(a)(11) and 417 do not apply, such distribution
      may commence less than thirty (30) days after the notice required under
      Regulation Section 1.411(a) -11(c) is given provided that:

       .(1) the Plan
      Administrator clearly informs the Participant that the Participant has the
      right
      to a period of at least thirty (30) days after receiving the notice to consider
      the decision of whether or not to elect a distribution (and, if applicable,
      a
      particular distribution option), and

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

    If
      a distribution is one to which Code Section
      417 does apply, the distribution may commence less than thirty (30) days, but
      not less than seven (7) days after the notice required under Regulations Section
      1.411(a) -11(c) is given, provided that the conditions of sub-paragraphs (1)
      and
      (2) above are satisfied with regard to both the Participant and the
      Participant’s Spouse.

     

    
      
         

      

      
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      	(f) 
                  	
              Notwithstanding the
                foregoing, only the Participant need consent to the commencement
                of a
                distribution in the form of a Qualified Joint and Survivor Annuity
                while
                the account balance is immediately distributable. Furthermore, if
                payment
                in the form of a Qualified Joint and Survivor Annuity is not required
                with
                respect to the Participant pursuant to paragraph 8.7 of the Plan,
                only the
                Participant need consent to the distribution of an account balance
                that is
                immediately distributable. Neither the consent of the Participant
                nor the
                Participant’s Spouse shall be required to the extent that a distribution
                is required to satisfy Code Section 401(a)(9) or Code Section 415
                or
                constitutes Excess Deferrals, Excess Contributions or Excess Aggregate
                Contributions.

              In addition, upon termination of this Plan if
                the Plan
                does not offer an annuity option (purchased from a commercial provider),
                the Participant’s account balance may, without the Participant’s consent,
                be distributed to the Participant or transferred to another Defined
                Contribution Plan [other than an employee stock ownership plan as
                defined
                in Code Section 4975(e)(7)] within the same controlled group.

            


    

     

    6.5 Normal And Optional Forms Of
      Payment

      .(a) The normal form
      of
      payment for a profit sharing, 401(k) or SIMPLE 401(k) plan satisfying the
      requirements of paragraph 8.7 herein shall be a lump sum.

      .(c) A Plan other than
      a money
      purchase pension plan, a target benefit plan or a profit-sharing plan required
      to provide a Joint and Survivor benefit may be amended to eliminate or restrict
      optional payment forms provided that a single lump sum payment options remains
      available, that is an otherwise identical distribution form to the eliminated
      or
      restricted option, except with respect to the timing of payments after
      commencement. The form must have the same (or less restrictive) timing of
      distribution, medium of distribution and eligibility conditions that were
      available for the eliminated forms of payment, and any such amendment will
      not
      be effective until the earlier of ninety (90) days after the date that Plan
      Participants are provided with the written notice of the Plan amendment in
      the
      form of a summary of material modification (SMM) or the first day of the second
      Plan Year after the Plan Year in which the amendment is adopted.

    Each optional form of benefit
      provided under a standardized or non-standardized safe-harbor plan (other than
      any that have been prospectively eliminated) must be currently available to
      all
      Employees benefiting under the Plan. This is the case regardless of whether
      a
      particular form of benefit is the actuarial equivalent of any other optional
      form of benefit under the Plan. Code Section 411(d)(6) prevents a Plan from
      being amended to eliminate or restrict optional forms of benefits and any other
      Code Section 411(d)(6) protected benefits with respect to benefits attributable
      to Service before the amendments except as expressly provided under the
      Regulations Section 1.411(d) - 

      .(d) For money purchase
      and
      target benefit plans, the normal form of payment hereunder shall be a Qualified
      Joint and Survivor Annuity as provided under Article VIII. Effective January
      1,
      2002, the Employer may elect in the Adoption Agreement to eliminate any periodic
      payment options that are not required by the Qualified Joint and Survivor
      Annuity rules such as but not limited to installment payments.   .(e)
      The
      normal form of payment shall be automatic, unless the Participant files a
      written request with the Employer prior to the date on which the benefit is
      automatically payable, electing another option available under the
      Plan.

      .(f) A Participant whose
      Vested Account Balance exceeds $5,000 shall (with the consent of his or her
      spouse, if applicable) have the right to receive his or her benefit in a single
      lump sum or in installment payments. Installment payments need not be equal
      or
      substantially equal until such time as the individual reaches his or her
      Required Beginning Date. Installment payments which are intended to be equal
      or
      substantially equal can be made monthly, quarterly, semi-annually or annually
      based on any period not extending beyond the Joint and Survivor life expectancy
      of the Participant and his or her Beneficiary.

       .(g) Benefits
      payable
      under the Plan may be distributed in cash or in-kind as elected in the Adoption
      Agreement.

      .(h) The Employer may
      elect on
      the Adoption Agreement to limit a Participant’s right to receive 

     

    
      
         

      

      
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    distributions in the form of
      marketable securities (other than Employer securities) and to require
      distributions in the form of cash only. Only the right to receive a distribution
      in the form of cash, Employer securities and/or other property that is not
      marketable is protected. Any such amendment to the Plan will not be effective
      until the earlier of ninety (90) days after the date that Plan Participants
      are
      provided with the written notice of the Plan amendment in the form of a summary
      of material modification (SMM) or the first day of the second Plan Year after
      the Plan Year in which the amendment is adopted.

      .(i) A Plan that permits
      its
      Participants to receive in-kind distributions may limit the available in-kind
      distributions to the investments listed in the Adoption Agreement and only
      to
      the extent the investments are held in the Participant’s account at the time of
      the distribution. A Plan may be amended to limit the investments which will
      be
      distributed in-kind. The amendment must include all investments (other than
      marketable securities for which cash may be substituted) that are held in a
      Participant’s account at the time of the amendment and for which the Plan, prior
      to such amendment, allowed for distribution of those investments in kind. The
      right to an in-kind distribution for investments held at the time of the
      distribution would only have to be protected to the extent such investment
      was
      in the Participant’s account at the time the amendment was adopted or effective,
      if later. Any such amendment will not be effective until the earlier of ninety
      (90) days after the date that Plan Participants are provided with the written
      notice of the Plan amendment in the form of a summary of material modification
      (SMM) or the first day of the second Plan Year after the Plan Year in which
      the
      amendment is adopted.

      .(j) Promissory notes
      of
      Participants may be distributed in-kind pursuant to the Employer’s loan policy
      document.

      .(k) Distribution of
      benefits payable in the form of installments shall be paid in cash.

     

      .(f) The propriety,
      amount,
      and form of any distribution made under the terms of this Plan shall be

    determined by the Plan Administrator.
      Upon such determination, the Plan Administrator shall direct the Trustee or
      Custodian in writing or by any such other means as expressly agreed upon, to
      make such a distribution.

    6.6 Commencement Of
      Benefits

     

      .(a) Unless the Participant
      elects otherwise, distribution of benefits will begin no later than the
      sixtiethday after the close of
      the Plan Year in which the latest of the following events occurs:

     

      .(1) the Participant
      attains
      age sixty-five (65) (or Normal Retirement Age if earlier),

     

      .(2) the tenth anniversary
      of the year in which the Participant commenced participation in the Plan,
      or

     

      .(3) the Participant
      terminates Service with the Employer.

     

      .(b) Notwithstanding
      the
      foregoing, the failure of a Participant and Spouse (if necessary) to consent
      toa distribution while a benefit
      is immediately distributable within the meaning of paragraph 6.4 hereof, shall
      be deemed an election to defer commencement of payment of any benefit sufficient
      to satisfy this paragraph.

      .(c) If elected in the
      Adoption Agreement, if a terminating Participant or Employee does not make
      a
      timely election with respect to the cash-out distribution pursuant to Code
      Sections 411(a)(7), 411(a)(11) and 417(e)(1), the Plan Administrator will make
      a
      direct rollover into an individual retirement account or annuity (IRA). The
      Plan
      Administrator will select the IRA trustee or custodian, establish the IRA
      account and make the initial IRA investment selection.

    6.7 Transitional Rules
      For
      Cash-Out Limits

    This paragraph provides transitional
      rules with regard to the cash-out limits for distributions made prior to October
      17, 2000.

    (a)
Distributions
      Subject To Code Section 417 -If payments in the
      form of a Qualified Joint and Survivor Annuity are
      required with regard to a Participant, the rules in this sub-paragraph 6.7(a)
      are substituted for the
      rule in the first
      sentence of paragraph 6.4(b) . If the value of the Participant’s Vested Account
      Balance exceeds $5,000 (or at the time of any distribution (1) in Plan Years
      beginning before August 6, 1997, exceeded $3,500 or (2) in Plan Years beginning
      after August 5, 1997, exceeded $5,000), and the account balance is immediately
      distributable, the Participant and the Participant’s Spouse (or where either the
      Participant or the Spouse has died, the survivor) must consent to any
      distribution of such account balance.

      .(b) Distributions
      Not Subject To Code Section 417
      - If payment in the
      form
      of a Qualified Joint and 

     

    
      
         

      

      
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    Survivor Annuity is not required
      with
      respect to a Participant, the rules in this subparagraph 6.7(b) are substituted
      for the rules in paragraph 6.4(c) .

    If
      the value of a Participant’s Vested Account
      Balance derived from Employer and Employee contributions:

      .(1) for Plan Years beginning
      before August 6, 1997, exceeds $3,500 (or exceeded $3,500 at the time of any
      prior distribution),

       .(2) for Plan
      Years
      beginning after August 5, 1997, exceeds $3,500 (or exceeded $3,500 at the time
      of any prior distribution),

       .(3) for Plan
      Years
      beginning after August 5, 1997 and for a distribution made after March 21,
      1999,
      that either exceeds $5,000 or is a remaining payment under a selected optional
      form of payment that exceeded $5,000 at the time the selected payment began,
      and
      the account balance is immediately distributable, the Participant and the
      Participant’s Spouse (or where either the Participant or the Spouse had died,
      the survivor) must consent to any distribution of such account
      balance.

    6.8 In-Service Withdrawals
      

    If elected in the Adoption Agreement,
      an Employer may elect to permit a Participant in the Plan to make an in-service
      withdrawal subject to any limitation(s) specified in the Adoption
      Agreement.

      .(a) An Participant may
      withdraw all or any part of the fair market value of his or her Voluntary or
      Required After-tax Contributions as described in Article IV, other than Elective
      Deferrals, upon request to the Plan Administrator unless indicated otherwise
      on
      the Adoption Agreement. No amount will be forfeited solely as a result of a
      Participant’s withdrawal of an amount pursuant to this paragraph 6.8. Employee
      Rollover and Transfer Contributions and the income allocable to each may be
      withdrawn at any time unless indicated otherwise on the Adoption
      Agreement.

      .(b) Subject to Article
      VIII,
      Joint and Survivor Annuity Requirements (if applicable) and pursuant to the
      Employer’s election in the Adoption Agreement, a Participant may be eligible to
      withdraw any part of his or her Qualified Voluntary Contribution account by
      making application to the Plan Administrator. A request to withdraw amounts
      pursuant to this paragraph must be consented to by the Participant’s Spouse
      unless the Plan satisfies the safe harbor under paragraph 8.7 hereof. Spousal
      consent, if required, shall comply with the requirements of paragraph 6.4
      relating to immediate distributions.

      .(c) A Participant may
      withdraw all or any part of the fair market value of his or her pre-1987
      Voluntary Contributions with or without withdrawing the earnings attributable
      thereto. Post-1986 Voluntary Contributions may only be withdrawn along with
      a
      portion of the earnings thereon. The amount of the earnings to be withdrawn
      is
      determined by using the formula: DA [1-(V ÷ V+E)], where DA is the distribution
      amount, V is the amount of Voluntary Contributions and V+E is the amount of
      Voluntary Contributions plus the earnings attributable thereto. The aggregate
      value of the Participant’s Vested Account Balance derived from Employer and
      Employee contributions (including Rollovers), whether vested before or upon
      death, includes the proceeds of insurance contracts, if any, on the
      Participant’s life. The provisions of this Article shall apply to a Participant
      who is vested in amounts attributable to Employer contributions, Employee
      contributions (or both) at the time of death or distribution.

      .(d) Under a Profit Sharing
      Plan to the extent that the Employer elects in the Adoption Agreement, one
      of
      the following conditions is required to withdraw all or any part of the vested
      Non-Safe Harbor Matching Contributions and discretionary
      contributions.

    
    

    	(1)	
            An Employee who has
              been a
              Participant in the Plan for at least five (5) years may, prior to
              separating from Service with the Employer, elect to withdraw all or
              any
              part of the vested Non-Safe Harbor Matching Contributions, and
              discretionary contributions.

          


    
      	(2) 
                  	Vested Non-Safe Harbor
              Matching and Non-Elective Contributions which have been in the Plan
              for at
              least two (2) years may be withdrawn.
	 
	(3) 
                  	A Participant who had
              attained
              age 591⁄2 may, prior to separation from Service, elect to withdraw


    

    all of any part of the vested
      Non-Safe Harbor Matching Contributions and discretionary
      contributions.


     

    
      
         

      

      
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      	(e) 
                  	Unless otherwise
              elected by the Employer in the Adoption Agreement, Elective Deferrals,
              Qualified Non- Elective Contributions, Safe Harbor Matching and
              Non-Elective Contributions, and Qualified Matching Contributions, and
              income allocable to each, are not distributable to a Participant earlier
              than upon separation from Service, death, or Disability. Such amounts
              may
              also be distributed upon:
	 
	 	(1) 
                  	termination of the Plan
              without the establishment of another Defined Contribution Plan other
              than
              an employee stock ownership plan [as defined in Code Section 4975(e)(7)]
              or a Simplified Employee Pension Plan [as defined in Code Section 408(k)],
              or a SIMPLE IRA plan [as defined inCode Section
              408(p)],
	 
	 	(2) 
                  	the disposition by a
              corporation to an unrelated corporation of substantially all of the
              assets


    

    [within the meaning
      of
      Code Section 409(d)(2)] used in a trade or business of such corporation if
      such
      corporation continues to maintain this Plan after the disposition, but only
      with
      respect to Employees who continue employment with the corporation acquiring
      such
      assets,

    
    

    	
          	(3)	
            the disposition
              by a corporation to an unrelated entity of such corporation's interest
              in
              a subsidiary [within the meaning of Code Section 409(d)(3)] if such
              corporation continues to maintain this Plan, but only with respect
              to
              Employees who continue employment with such
              subsidiary,

          


    
      	(4) 
                  	the attainment of age
              591⁄2,
              or
	 
	(5) 
                  	the hardship of a Participant
              as described in paragraph 6.9.
	 


    

    
      	(f) 
                  	An in-service withdrawal
              shall
              not be eligible for redeposit to the Trust. A withdrawal under this
              paragraph shall not prohibit such Participant from sharing in any future
              Employer contribution he or she would otherwise be eligible to
              receive.
	 
	(g) 
                  	Money purchase pension
              plans
              and target benefit plans may not allow in-service withdrawals prior
              to
              attainment of the Normal Retirement Age as specified in the Adoption
              Agreement.
	 
	(h) 
                  	Notwithstanding any provisions
              of the Plan to the contrary, to the extent that any optional form of
              benefit under this Plan permits a distribution prior to the Participant’s
              retirement, death, Disability, or separation from Service, and prior
              to
              Plan termination, the optional form of benefits is not available with
              respect to benefits attributable to assets (including
              the post-transfer earnings thereon) and liabilities that are transferred
              within the meaning of Code Section 414(l), to this Plan from a money
              purchase pension plan qualified under Code Section 401(a) (other than
              any
              portion of those assets and liabilities attributable to Voluntary
              After-tax Contributions).



     

    
      	(i) 
                  	A Participant may withdraw
              any
              amount attributable to profit-sharing contributions, Elective Deferrals,
              Matching Contributions, Rollover and Transfer Contributions, not in
              excess
              of the vested amount of such contributions, if the withdrawal is made
              after the Participant attains age 591⁄2, as elected in the Adoption
              Agreement.
	 
	(j) 
                  	Partially Vested
              Participants - If a
              distribution is made at a time when a Participant has a nonforfeitable
              right to less than 100% of the account balance derived from Employer
              contributions and the Participant may
              increase the nonforfeitable percentage in the
              account:


    

    
    

    	(1)	
            a separate account will
              be
              established for the Participant's interest in the Plan as of the time
              of
              the

          


     

    
      
         

      

      
        55

        
          

        

      

      
         

      

    


    
      	 	distribution, and
	 
	(2) 
                  	at any relevant time
              the
              Participant's nonforfeitable portion of the separate account will be
              equal
              to an amount ("X") determined by the formula:
	 


    

    
      	X = P
              [AB + D] -
              D



    

    For
      purposes of applying the formula: "P" is the
      nonforfeitable percentage at the relevant time, "AB" is the account balance
      at
      the relevant time, "D" is the amount of the distribution.

    6.9 Hardship Withdrawals


    If elected in the Adoption Agreement, a
      Participant may request a Hardship withdrawal as provided in this paragraph.
      If
      applicable, Hardship withdrawals are subject to the spousal consent requirements
      in Code Sections 401(a)(11) and 417. A request to withdraw amounts must be
      consented to by the Participant's Spouse unless the Plan satisfies the safe
      harbor provisions under paragraph 8.7 hereof. Spousal consent, if required,
      shall comply with the requirements of paragraph 6.4 relating to immediate
      distributions.

    If elected in the Adoption Agreement, a
      Participant shall be permitted to make a Hardship withdrawal of any amount
      attributable to the vested portion of Elective Deferral Contributions (and
      any
      earnings credited to a Participant’s account as of the later of December 31,
      1988, and the end of the last Plan Year ending before July 1, 1989). If elected
      in the Adoption Agreement, fully vested profit-sharing contributions, Matching
      Contributions, Rollover Contributions, Transfer Contributions and the income
      allocable to each (without regard to attainment of age 591⁄2 or Disability) may be
      available for Hardship withdrawal if the Participant establishes that an
      immediate and heavy financial need exists and the withdrawal is necessary to
      satisfy such financial need. A Participant may withdraw all or any part of
      the
      fair market value of his or her Voluntary or Required After-tax Contributions
      due to a Hardship upon request to the Plan Administrator. Such request shall
      be
      made in accordance with procedures adopted by the Plan Administrator or his
      or
      her designate who shall have sole authority to authorize and direct a Hardship
      withdrawal pursuant to the following rules:

      .(a) Administrative
      Requirements -
      A
      distribution will be considered as necessary to satisfy an immediate and heavy
      financial need of the Participant only if:

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

      .(2) The Participant's Elective
      Deferrals, Voluntary After-tax Contributions and Required After-tax
      Contributions will be suspended for all plans maintained by the Employer (other
      than benefits under Code Section 125 plans) for twelve (12) months after the
      receipt of the Hardship distribution.

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

      .(4) All plans maintained by the
      Employer must provide that a Participant may not 

     

    
      
         

      

      
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    make Elective Deferrals for the
      Participant's taxable year immediately following the taxable year of the
      Hardship distribution in excess of the applicable limit under Code Section
      402(g) for such taxable year, less the amount of such Participant's Elective
      Deferrals for the taxable year during which the Hardship distribution was
      received.

       .(b) Exclusive
      Reasons For Hardship
      Withdrawal - An immediate and
      heavy financial need exists when the Hardship withdrawal will be used to pay
      the
      following:

    (1) expenses incurred or necessary for
      medical care [described in Code Section 213(d)] of the Participant, his or
      her
      Spouse, children and other dependents,

      .(2) the cost directly
      related
      to the purchase (excluding mortgage payments) of the principal residence of
      the
      Participant,   .(3) payment of tuition and related educational expenses
      (including but not limited to expenses associated with room and board) for
      the
      next twelve (12) months of post-secondary education for the Participant, his
      or
      her Spouse, children or other dependents, or   .(4) the need to prevent
      eviction of the Participant from, or a foreclosure on the mortgage of, the
      Participant's principal residence.

    (c) If a request for a Hardship
      withdrawal is approved by the Plan Administrator, funds shall be withdrawn
      from
      the contribution sources as elected in the Adoption Agreement unless provided
      otherwise by the Plan Administrator in an administrative procedure.

    Liquidation of a Participant’s assets
      for the purpose of a Hardship withdrawal will be allocated on a pro-rata basis
      across all the investment alternatives in a Participant’s account, unless
      otherwise provided by administrative procedure or by a directive from the Plan
      Administrator or by the Plan Participant.

    6.10 Direct Rollover
      Of
      Benefits

     

      .(a) Notwithstanding
      any
      provision of the Plan to the contrary that would otherwise limit a Participant’s election under this paragraph,
      for distributions made on or after January 1, 1993, a Participant may elect,
      at
      the time and in the manner prescribed by the Plan Administrator, to have any
      portion of an Eligible Rollover Distribution paid directly to an Eligible
      Retirement Plan or individual retirement account specified by the Participant
      in
      a Direct Rollover. Any portion of a distribution which is not paid directly
      to
      an Eligible Retirement Plan or individual retirement account shall be
      distributed to the Participant. For purposes of this paragraph, a surviving
      Spouse or a Spouse or former Spouse who is an alternate payee under a Qualified
      Domestic Relations Order as defined in Code Section 414(p), will be permitted
      to
      elect to have any Eligible Rollover Distribution paid directly to an individual
      retirement account (IRA) or an individual retirement annuity (IRA) or to another
      Qualified Plan in which the alternate payee is a participant.

      .(b) If the entire Vested
      Account Balance is not eligible for a Direct Rollover of benefits as described
      in (a) above, the Participant may either make an elective transfer of the entire
      Vested Account Balance pursuant to the procedure described at paragraph 4.5
      or a
      direct rollover of the portion which can be rolled over as described in (a)
      above and an elective transfer of the rest as described in paragraph 4.5
      herein. 

      .(c) After December 31,
      2001,
      the elective transfer of distributable benefits will be available only if the
      direct rollover provisions of Code Section 401(a)(31) would not be available
      to
      transfer the Participant’s entire Vested Account Balance to the transferee plan.
      This elective transfer option will only be available in the following
      circumstances; 

      .(1) The Plan does not
      have a
      single sum distribution option available. The benefits are distributable only
      in
      a periodic payment method.

      .(2) The distribution
      includes
      benefits that are not eligible for rollover treatment, including benefits
      attributable to After-tax Contributions, required minimum distributions or
      other
      amounts that have previously been included in income.

      .(d) Distributions that
      consist of the Participant’s entire account balance which is entirely eligible
      for 

     

    
      
         

      

      
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    rollover treatment will be
      transferred as a direct rollover rather than an elective transfer.

    6.11 Participant’s Notice


    In the event that a Participant’s
      benefit becomes payable under Plan terms or if a Participant requests
      distribution of his or her benefit, the Plan Administrator shall provide such
      Participant with a notice regarding distribution of such benefit. The notice
      shall describe any Plan related information regarding the distribution including
      the Joint and Survivor Annuity requirements provided at paragraph 6.4(d), if
      applicable, the normal and optional forms of payment provided at paragraph
      6.5,
      and the information required in connection with an Eligible Rollover
      Distribution. Information in connection with an Eligible Rollover Distribution
      shall include the right to have the funds transferred directly to another
      Qualified Plan or individual retirement account, the income tax withholding
      requirements, the rollover rules with respect to amounts distributed to the
      Participant, the default direct rollover provisions of Vested Account Balances
      greater than $1,000 but less than or equal to $5,000 (any other appropriate
      information such as the name and address, and telephone number of the IRA
      Trustee and information regarding IRA maintenance and withdrawal fees and how
      the IRA funds will be invested) and the general tax rules which apply to such
      distributions. Such notice shall be provided to the Participant within the
      time
      period prescribed at paragraph 6.4(d) hereof or, if the safe harbor provisions
      of paragraph 8.7 are applicable, not less than thirty (30) days prior to the
      Annuity Starting Date, subject to a waiver period of a lesser number of days
      if
      elected by the Participant and if applicable, their Spouse. A default direct
      rollover will occur not less than thirty (30) days and not more than ninety
      (90)
      days after such notice with the explanation of the default direct rollover
      is
      provided to the separating Participant.

    6.12 Assets Transferred
      From
      Money Purchase Pension Plans 

    Notwithstanding any provision
      of this
      Plan to the contrary, to the extent that any optional form of benefit under
      this
      Plan permits a distribution prior to the Employee’s retirement, death,
      Disability, or severance from employment, and prior to Plan termination, the
      optional form of benefit is not available with respect to benefits attributable
      to assets (including the associated post-transfer earnings) and liabilities
      that
      are transferred, within the meaning of Code Section 414(l), to this Plan from
      a
      money purchase pension plan qualified under Code Section 401(a) (other than
      any
      portion of those assets and liabilities attributable to Voluntary After-tax
      Contributions).

    6.13 Assets Transferred
      From A
      Code Section 401(k) Plan 

    If the Plan receives a direct
      transfer (by merger or otherwise) of Elective Deferrals (or amounts treated
      as
      Elective Deferrals) under a Plan with a Code Section 401(k) arrangement, the
      distribution restrictions of Code Sections 401(k)(2) and 401(k)(10) continue
      to
      apply to those transferred Elective Deferrals.

    ARTICLE
      VII 

    DISTRIBUTION
      REQUIREMENTS

    7.1 Joint And Survivor
      Annuity
      Requirements 

    All distributions made under the
      terms of this Plan must comply with the provisions of Article VIII including,
      if
      applicable, the safe harbor provisions thereunder.

    7.2 Minimum Distribution
      Requirements 

    All distributions required under
      this
      Article shall be determined and made in accordance with the minimum distribution
      requirements of Code Section 401(a)(9) and the Regulations issued thereunder,
      including the minimum distribution incidental benefit rules found at Regulations
      Section 1.401(a)(9) -2. The entire interest of a Participant must be distributed
      or begin to be distributed no later than the Participant’s Required Beginning
      Date. Life expectancy and joint and last survivor life expectancies are computed
      by using the expected return multiples found in Tables V and VI of Regulations
      Section 1.72 -9.

    7.3 Limits On Distribution
      Periods

    As of the First Distribution Calendar
      Year, distributions, if not made in a single sum, may only be made

     

    
      
         

      

      
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    over one of the following periods
      (or
      a combination thereof):

      .(a) the life of the
      Participant,

      .(b) the life of the
      Participant and their Beneficiary,

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

      .(d) a period certain
      not
      extending beyond the joint and last survivor life expectancy of the Participant
      and their Beneficiary.


    7.4 Required Distributions
      On
      Or After The Required Beginning Date 

      .(a) If a Participant’s
      benefit is to be distributed over (i) a period not extending beyond the life
      expectancy of the Participant or the joint life and last survivor expectancy
      of
      the Participant and the Participant’s Beneficiary or (ii) a period not extending
      beyond the life expectancy of the Beneficiary, the amount required to be
      distributed for each calendar year, beginning with distributions for the First
      Distribution Calendar Year, must at least equal the sum obtained by dividing
      the
      Participant’s benefit by the Applicable Life Expectancy.

      .(b) For calendar years
      beginning before January 1, 1988, if the Participant’s Spouse is not the
      designated Beneficiary, the method of distribution selected must assure that
      at
      least 50% of the Present Value of the amount available for the distribution
      is
      paid within the life expectancy of the Participant.   .(c) For calendar
      years beginning after December 31, 1989, the amount to be distributed each
      year
      beginning with distributions for the First Distribution Calendar Year, shall
      not
      be less than the quotient obtained by dividing the Participant’s Benefit by the
      lesser of (i) the Applicable Life Expectancy or (ii) if the Participant’s Spouse
      is not the Beneficiary, the applicable divisor determined from the table set
      forth in Q&A-4 of Regulations Section 1.401(a)(9) -2. Distributions after
      the death of the Participant shall be distributed using the Applicable Life
      Expectancy as the relevant divisor without regard to Regulations Section
      1.401(a)(9) -2.

      .(d) 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 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.

    (e)
      If the Participant’s Benefit is
      distributed in the form of an annuity, distributions thereunder shall be made
      in
accordance
      with the requirements of Code
      Section 401(a)(9) and the Regulations thereunder.   .(f) Distributions
      made
      to a Participant and the Participant’s Beneficiary shall be made in accordance
      with the incidental death benefit requirements of Code Section 401(a)(9) and
      the
      Regulations issued thereunder.

      .(g) For purposes of
      determining the amount of the required distribution for each Distribution
      Calendar Year, the account balance to be used is the account balance determined
      as of the last Valuation Date preceding the Distribution Calendar Year. This
      balance will be increased by the amount of any contributions or forfeitures
      allocated to the account balance after the Valuation Date in such preceding
      calendar year. Such balance will also be decreased by distributions made after
      the Valuation Date in such preceding Calendar Year.

      .(h) For purposes of
      paragraph
      7.4(g), 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.

    7.5 Required Beginning
      Date


    If this Plan is an amendment or
      restatement of a Plan which included the provisions of the minimum distribution
      rules as in effect prior to the enactment of the Small Business Job Protection
      Act of 1996 (SBJPA), the Employer may elect in the Adoption Agreement to
      substitute the minimum distribution rules in effect after the enactment of
      SBJPA. The Employer, so electing, must also elect in the Adoption Agreement
      those transitional rules that shall apply to its Plan.

     

    
      
         

      

      
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      .(a) The Required Beginning
      Date for a Participant who is a 5% owner with respect to the Plan Year ending
      in
      the calendar year in which the Participant attains age 701⁄2 is the April 1 of the
      calendar year following the calendar year in which the Participant attains
      age
      701⁄2. Once distributions have begun to a 5% owner under this paragraph, they must
      continue to be distributed even if the Participant ceases to be a 5% owner
      in
      any subsequent year.

      .(b) Unless the Employer
      has
      elected to continue to operate the provisions of the minimum required
      distribution in accordance with the provisions prior to the enactment of the
      SBJPA, or if elected otherwise in the Adoption Agreement or by operation of
      the
      Plan, the Required Beginning Date for a Participant who is not a 5% owner is
      no
      later than the April 1 of the calendar year following the later of the calendar
      year in which the Participant attains age 701⁄2 or the calendar year in which the
      Participant retires.

      .(c) If the Employer
      has
      elected to continue under the prior provisions of the law, then except as
      provided below, the Required Beginning Date is the April 1 of the calendar
      year
      following the calendar year in which a Participant attains age 701⁄2.

      .(1) A Participant
      who:

      .(i) is not a 5%
      owner,

      .(ii) has not had a
      Separation from Service,

      .(iii) had attained
      age 701⁄2
      prior to 1997, and

      .(iv) had previously
      commenced required minimum distributions under the distribution rules (as then
      in

    effect) may elect to discontinue
      receiving distributions under the Plan. A Participant who makes such an election
      to discontinue distributions must establish a new Annuity Starting Date when
      benefits recommence under the Plan. A married Participant who is subject to
      the
      Qualified Joint and Survivor Annuity provisions of 8.9 must obtain spousal
      consent to discontinue his or her distributions if distributions are in the
      form
      of a Qualified Joint and Survivor Annuity and to recommence benefits in a form
      other than a Qualified Joint and Survivor Annuity. Any such election will be
      made pursuant to the uniform and nondiscriminatory procedures established by
      the
      Plan Administrator.

      .(2) A Participant
      who:

      .(i) is not a more
      than 5%
      owner, and

      .(ii) had attained
      age 701⁄2
      in 1997 or in a later year (or attained age 701⁄2 in 1996, but had not

    commenced required minimum
      distributions in 1996) may elect to postpone distribution of the required
      minimum distributions until the Participant’s Required Beginning Date as
      established in this paragraph. If a Participant attained age 701⁄2 in 1996, he or
      she must have elected under this paragraph to postpone distribution by December
      31, 1997. If the Participant attains age 701⁄2 in 1997 or later, he or she must
      elect to postpone distributions under this paragraph not later than April 1
      of
      the year following the year in which the Participant attained age
      701⁄2.

      .(iii) Notwithstanding
      the
      foregoing, a Participant who is not a more than 5% owner, has not had a
      separation from service, and is currently in benefit payment status because
      of
      attainment of age 701⁄2 in 1997 or in a later year (or attained age 701⁄2 in 1996)
      may elect to discontinue receiving distributions under the Plan and recommence
      payments by April 1 of the calendar year in which the Participant retires.
      A
      Participant who makes such an election to discontinue distributions must
      establish a new Annuity Starting Date when benefits recommence under the Plan.
      A
      married Participant who is subject to the Qualified Joint and Survivor Annuity
      provisions of paragraph 8.9 must obtain spousal consent to discontinue his
      or
      her distributions if distributions are in the form of a Qualified Joint and
      Survivor Annuity and to recommence benefits in the form other than a Qualified
      Joint and Survivor Annuity. Any such election will be made pursuant to the
      uniform and nondiscriminatory procedures established by the Plan
      Administrator.

      .(3) The Required Beginning
      Date for a Participant who:

      .(i) had attained age
      701⁄2
      prior to January 1, 1998, and

      .(ii) was not a 5%
      owner at
      any time during the Plan Year ending with or within the calendar year in

    which the Participant attained
      age
      661⁄2 or any subsequent Plan Year, is April 1 of the calendar year following the
      calendar year in which the Participant retires.

      .(4) Except as provided
      above,
      the Required Beginning Date for a Participant who was a 5% owner at any time
      during the five (5) Plan Year period ending in the calendar year in which the
      Participant attained age 701⁄2 is April 1 of the calendar year following the
      calendar year in which the Participant attained age 701⁄2. For a Participant who
      became a 5% owner during any Plan Year after the calendar year in which the
      Participant attained age 701⁄2, the Required Beginning Date is April 1 of the
      calendar year in which such subsequent Plan Year ends.

     

    
      
         

      

      
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    For purposes of this Article,
      the
      term 5% owner shall have the same meaning as the term is defined under Code
      Section 416. A Participant is treated as a 5% owner under this paragraph if
      such
      Participant is a 5% owner at any time during the Plan Year ending with or within
      the calendar year the Participant attains age 701⁄2. Once distributions have begun
      to a 5% owner under this paragraph, they must continue to be distributed even
      if
      the Participant ceases to be a 5% owner in a subsequent year.

     

    7.6 Transitional
      Rules

     

      .(a) Notwithstanding
      the
      other requirements of this Article and subject to the requirements of Article
      VIII, Joint and Survivor
      Annuity
      Requirements, distribution on behalf of any Employee, including a 5% owner
      may
      be made in accordance with all of the following requirements, regardless of
      when
      such distribution commences: 

     

      .(1) the distribution
      by the
      Trust is one which would not have disqualified such Trust under Code Section
      401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of
      1984, 

     

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

     

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

     

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

     

      .(5) 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.   .(b) 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.

      .(c) 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 subparagraphs (a)(1)
      through (5) above.

      .(d) If a designation
      is
      revoked, any subsequent distribution must satisfy the requirements of Code
      Section 401(a)(9) and the 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 Section 401(a)(9) and the
      Regulations thereunder, but for the Code Section 242(b)(2) election of the
      Tax
      Equity and Fiscal Responsibility Act of 1982. For calendar years beginning
      after
      1988, such distributions must meet the minimum distribution incidental benefit
      requirements in Section 1.401(a)(9) -2 of the Income Tax 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 Q&A J-2 and Q&A J-3 of the
      Regulations shall apply.

    7.7 Designation Of
      Beneficiary

    Each Participant shall file a
      written
      designation of Beneficiary with the Plan Administrator upon qualifying for
      participation in this Plan. Such designation shall remain in force until revoked
      by the Participant by filing a new Beneficiary designation form with the
      Employer. A profit-sharing or 401(k) Plan satisfying the requirements of
      paragraph 8.7 requires the Beneficiary shall be the Participant's Spouse, if
      any, unless such Spouse properly consents otherwise.

    7.8
      Beneficiary

     

    
      
         

      

      
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      	(a) 
                  	For purposes of the Plan,
              a
              Beneficiary is the person or persons designated as such in accordance
              with
              Code Section 401(a)(9) and the Regulations thereunder by the Participant
              or by the Participant’s surviving Spouse if the Participant’s surviving
              Spouse is entitled to receive distributions under the Plan. Such a
              designation by the Participant’s surviving Spouse, however, shall relate
              solely to the distributions to be made under the Plan after the death
              of
              both the Participant and the surviving Spouse.
	 	A Beneficiary designation
              shall be communicated to the Plan Administrator on a form or other
              type of
              communication acceptable to the Plan Administrator for use in connection
              with the Plan, signed by the designating person, and subject to the
              last
              sentence of this subparagraph (a), filed with the Plan Administrator
              in
              accordance with this paragraph 7.8 not later than thirty (30) days
              after
              the designating person’s death. The form may name individuals, trusts or
              estates to take upon the contingency of survival and may specify or
              limit
              the manner of distribution thereto. In the event a Participant or the
              Participant’s surviving Spouse, as the case may be, fails to properly
              designate a Beneficiary (including, as improper, a designation to which
              the Participant’s surviving Spouse did not properly consent) or in the
              event that no properly designated Beneficiary survives the Participant
              or
              the Participant’s surviving Spouse, as applicable, then the Beneficiary of
              such person shall be his surviving Spouse or, if none, his issue
              per stirpes
              or, if no issue,
              the
              Participant’s surviving parents in equal shares, or if no surviving
              parents, then to the Participant’s estate.


    

    The
      Beneficiary designation last accepted by
      the Plan Administrator during the designating person’s lifetime before such
      distribution is to commence shall be controlling and, whether or not fully
      dispositive of the vested portion of the account of the Participant involved,
      thereupon shall revoke all such forms previously filed by that
      person.

      .(b) Notwithstanding
      subparagraph (a) of this paragraph 7.8, the designation by a married Participant
      of any Beneficiary other than the Participant’s Spouse, or the change of any
      such Beneficiary to a new Beneficiary other than the Participant’s Spouse, shall
      not be valid unless made in writing and consented to by the Participant’s
      Spouse. The Spouse’s consent to such designation must be made in the manner
      described in this paragraph 7.8.

      .(c) Any Beneficiary
      designation made and in effect under a Qualified Plan immediately prior to
      that
      Plan’s amendment and continuation in the form of this Plan shall be deemed to be
      a valid Beneficiary designation filed under this Plan to the extent consistent
      with this Plan. If such Beneficiary designation was made with respect to a
      Qualified Plan that permitted the Participant to designate without spousal
      consent a Beneficiary to receive 50% of the Participant’s account balance in the
      event of the Participant’s death, with respect to such Beneficiary designation
      under this Plan, paragraph 7.8 shall be applied by application of 50% of the
      vested portion of the Participant’s account toward the purchase of a Qualified
      Pre-Retirement Survivor Annuity and the balance of the Participant’s account
      shall be paid to the designated Beneficiary pursuant to the provisions of
      Article VIII. In such event, the amount of Voluntary After-tax Contributions
      applied to the purchase of the annuity shall be in the same proportion as the
      Voluntary After-tax Contributions bear to the entire Participant’s
      account.

    7.9 Distribution Beginning
      Before Death 

    This paragraph is applicable only
      after the Participant’s Required Beginning Date as elected by the Employer in
      the Adoption Agreement. If the Participant dies after distribution of his or
      her
      interest has begun, the remaining portion of such interest will continue to
      be
      distributed at least as rapidly as under the method of distribution being used
      prior to the Participant’s death.

    7.10 Distribution Beginning
      After Death

    This paragraph is applicable before
      the Participant’s Required Beginning Date as elected by the Employer in the
      Adoption Agreement, even if distributions have commenced from the Plan. If
      the
      Participant dies before distribution of his or her interest begins, distribution
      of the Participant’s entire interest shall be

     

    
      
         

      

      
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    completed by December 31 of the
      calendar year containing the fifth anniversary of the Participant’s death,
      except to the extent that an election is made to receive distributions in
      accordance with (a) or (b) below:

      .(a) if any portion of
      the
      Participant’s interest is payable to a Beneficiary, distributions may be made
      over the life or over a period certain not greater than the life expectancy
      of
      the Beneficiary commencing on or before December 31 of the calendar year
      immediately following the calendar year in which the Participant died;  
      .(b) if the Beneficiary is the Participant’s surviving Spouse, the date
      distributions are required to begin in accordance with (a) above shall not
      be
      earlier than the later of (i) December 31 of the calendar year immediately
      following the calendar year in which the Participant died or (ii) December
      31 of
      the calendar year in which the Participant would have attained age
      701⁄2.

    If the Participant has not made
      an
      election pursuant to this paragraph 7.10 by the time of his or her death, the
      Participant’s Beneficiary must elect the method of distribution no later than
      the earlier of (i) December 31 of the calendar year in which distributions
      would
      be required to begin under this section, or (ii) December 31 of the calendar
      year which contains the fifth anniversary of the date of death of the
      Participant. If the Participant has no Beneficiary, or if the Beneficiary does
      not elect a method of distribution, then 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. If the surviving Spouse dies
      after the Participant but before payments to such Spouse begin, the provisions
      of this paragraph with the exception of subparagraph (b) herein, shall be
      applied as if the surviving Spouse were the Participant. For the purposes of
      this paragraph and paragraph 7.9, distribution of a Participant’s interest is
      considered to begin on the Participant’s Required Beginning Date (or, if the
      preceding sentence is applicable, the date distribution is required to begin
      to
      the Surviving Spouse). If distribution in the form of an annuity described
      in
      paragraph 7.4(d) irrevocably commences to the Participant before the Required
      Beginning Date, the date distribution is considered to begin is the date
      distribution actually commences.

    7.11 Distribution
      Of
      Excess Elective Deferrals

     

      .(a) No Participant
      shall be
      permitted to defer under this Plan with respect to a calendar year more than
      the maximum dollar amount
      permitted under Code Section 402(g), as indexed, for such calendar year. If
      a
      Participant defers more than the maximum allowed due to mistake of fact, such
      Excess Elective Deferrals shall be distributed to the Participant no later
      than
      April 15 following the calendar year to which the excess is attributable. If
      a
      Participant who participates in this Plan and in another plan which permits
      Elective Deferrals defers more than the Code Section 402(g) maximum, such
      Participant shall have the right to notify one or both plans by March 1 of
      the
      calendar year following the year to which the excess is attributable requesting
      a distribution of the Excess Elective Deferral. A Participant is deemed to
      notify the Plan Administrator of any Excess Elective Deferrals that arise by
      taking into account only those Elective Deferrals made to the Plan of the
      Employer. If distribution is requested, the applicable plan(s) shall make
      distribution of the Excess Elective Deferrals, plus any income and minus any
      loss allocable thereto, no later than April 15 following the calendar year
      to
      which the excess is attributable. Excess Elective Deferrals which are
      distributed on a timely basis shall not be considered Annual Additions for
      the
      Limitation Year during which such amounts are deferred.

      .(b) Excess Elective
      Deferrals
      shall be adjusted for any income or loss up to the date of distribution. The
      income or loss allocable to Excess Elective Deferrals is the sum of (1) income
      or loss allocable to the Participant’s Elective Deferral account for the taxable
      year multiplied by a fraction, the numerator of which is such Participant’s
      Excess Elective Deferrals for the year and the denominator is the Participant’s
      account balance attributable to Elective Deferrals without regard to any income
      or loss occurring during such taxable year; and (2) ten percent (10%) of the
      amount determined under (1) multiplied by the number of whole calendar months
      between the end of the Participant’s taxable year and the date of the
      distribution, counting the month of the distribution if the distribution occurs
      after the fifteenth (15th)
      of such
      month.

      .(c) The amount a Participant
      receives as a distribution of his or her Excess Elective Deferrals is includible
      in income with respect to the taxable year to which the excess is
      attributable.

      .(d) Any income attributable
      to the Excess Elective Deferrals determined in (b) above shall be includible
      in
      income with respect to the taxable year in which the excess is
      distributed.

    7.12 Distribution Of Excess
      Contributions 

     

    
      
         

      

      
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      .(a) Excess Contributions
      plus
      any income and minus any loss allocable thereto, shall be distributed to
      affected Participants no later than the last day of the Plan Year following
      the
      Plan Year to which the Excess Contributions are attributable. Excess
      Contributions are allocated to the Highly Compensated Employees with the largest
      amounts of Employer contributions taken into account in calculating the ADP
      Test
      for the year in which the excess arose beginning with the Highly Compensated
      Employee with the largest amount of such Employer contributions and continuing
      in descending order until all the Excess Contributions have been allocated.
      For
      purposes of the preceding sentence, the “largest amount” is determined after
      distribution of any Excess Contributions. If such Excess Contributions are
      distributed more than two and one-half (21⁄2) months after the last day of the
      Plan Year to which the Excess Contributions are attributable, a 10% excise
      tax
      will be imposed on the Employer maintaining the Plan with respect to the
      principal amount of the excess.

      .(b) Excess Contributions,
      including any amount recharacterized as a Voluntary After-tax Contribution,
      shall be treated as Annual Additions with respect to the Plan Year to which
      the
      excess is attributable. 

      .(c) Excess Contributions
      shall be adjusted for any income or loss up to the date of distribution. The
      income or loss allocable to Excess Contributions allocated to each Participant
      is the sum of (1) income or loss allocable to the Participant’s Elective
      Deferral account (and, if applicable, the Qualified Nonelective Contribution
      Account or the Qualified Matching Contribution Account or both) for the Plan
      Year multiplied by a fraction, the numerator of which is such Participant’s
      Excess Contributions for the year and the denominator is the Participant’s
      account balance attributable to Elective Deferrals (and Qualified Nonelective
      Contributions or Qualified Matching Contributions, or both, if any of such
      contributions are included in the ADP test) without regard to any income or
      loss
      occurring during such Plan Year; and (2) ten percent (10%) of the amount
      determined under (1) multiplied by the number of whole calendar months between
      the end of the Plan Year and the date of distribution, counting the month of
      distribution if the distribution occurs after the fifteenth (15th)
      of such month.

      .(d) Excess Contributions
      shall be distributed from the Participant’s Elective Deferral account and
      Qualified Matching Contribution account (if applicable) in proportion to the
      Participant’s Elective Deferrals and Qualified Matching Contributions (to the
      extent used in the ADP Test) for the test year. Excess Contributions shall
      be
      distributed from the Participant’s Qualified Non-Elective Contribution account
      only to the extent that such Excess Contributions exceed the Participant’s
      Elective Deferrals and Qualified Matching Contributions account for the
      applicable test year.

      .(e) The return of an
      Excess
      Contribution under a Plan established under a Davis-Bacon Adoption Agreement
      will be reported as additional wages paid to the affected
      Participant.

    7.13 Distribution Of
      Excess
      Aggregate Contributions

     

      .(a) Notwithstanding
      any
      other provisions of this Plan, Excess Aggregate Contributions, plus any
income and minus any loss
      allocable thereto, shall be forfeited, if forfeitable or if not forfeitable,
      distributed no later than the last day of each Plan Year to Participants to
      whose accounts such Excess Aggregate Contributions were allocated for the
      preceding Plan Year. Excess Aggregate Contributions are allocated to the Highly
      Compensated Employees with the largest Contribution Percentage Amounts taken
      into account in calculating the ACP test for the year in which the excess arose,
      beginning with the Highly Compensated Employee with the largest amount of such
      Contribution Percentage and continuing in descending order until all the Excess
      Aggregate Contributions have been allocated. For purposes of the preceding
      sentence, the “largest amount” is determined after distribution of any Excess
      Aggregate Contributions.

      .(b) If such Excess Aggregate
      Contributions are distributed more than two and one-half (21⁄2) months after the
      last day of the Plan Year in which such excess amount arose, a 10% excise tax
      will be imposed on the Employer maintaining the Plan with respect to those
      amounts. Excess Aggregate Contributions shall be treated as Annual Additions
      for
      purposes of Article X, Limitations On Allocations.

      .(c) Excess Aggregate
      Contributions shall be adjusted for any income or loss up to the date of the
      distribution. The income or loss allocable to the Excess Aggregate Contributions
      allocated to each Participant is the sum of (1) income or loss allocable to
      each
      Participant’s Employee Contribution account, Matching Contribution account,
      Qualified Matching Contribution account (if any, and if all amounts therein
      are
      not used in the ADP test) and, if applicable, Qualified Nonelective Contribution
      account and the Elective Deferral account of the Plan Year multiplied by a
      fraction, the numerator of which is such Participant’s Excess Aggregate
      Contributions for the year end the denominator is the Participant’s account
      balance(s) attributable to Contribution Percentage amounts without regard to
      any
      income or loss occurring during such Plan Year; and (2) ten percent (10%) of
      the
      amount determined under (1) multiplied by the number of whole calendar months
      between the end of the Plan Year and the date of distribution, counting


     

    
      
         

      

      
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    the month of distribution if
      distribution occurs after the fifteenth (15th)
      of such month.

      .(d) Excess Aggregate
      Contributions shall be forfeited if forfeitable, or distributed on a pro-rata
      basis, from the Participant’s Voluntary After-tax Contribution account, Required
      After-tax Contribution account, Matching Contribution account and Qualified
      Matching Contribution account (and if applicable the Participant’s Qualified
      Matching Contribution account, and/or Elective Deferral account, or both).
        .(e) Forfeitures of Excess Aggregate Contributions may be reallocated
      to
      the accounts of other Participants or applied to reduce Employer contributions,
      or as otherwise elected by the Employer in the Adoption Agreement.

    7.14 Distributions To
      Minors
      And Individuals Who Are Legally Incompetent 

    Benefits payable to either a minor
      or
      an individual who has been declared legally incompetent shall be paid, at the
      direction of the conservator appointed either under a court order or applicable
      state law which permits such an individual to be a guardian for the benefit
      of
      said minor or incompetent.

    
      	7.15
              Unclaimed
              Benefits



    

      .(a) If elected on the
      Adoption Agreement, the default form of payment will be a direct rollover into
      an individual retirement account or annuity for any cash out distribution of
      amounts greater than $1,000 but less than or equal to $5,000 made pursuant
      to
      Code Sections 411(a)(7), 411(a)(11) and 417(e)(1). If an individual retirement
      account or annuity is established, no amounts contributed to these accounts
      may
      be forfeited under the Plan.

      .(b) The Plan Administrator
      shall notify Participants or Beneficiaries by certified or registered mail
      sent
      to his or her last known address of record with the Employer when their benefits
      become distributable as provided at paragraph 6.11 hereof. If a Participant
      or
      Beneficiary does not respond to the notice within ninety (90) days of the date
      of the notice, the Plan Administrator may take reasonable steps to locate the
      Participant or Beneficiary including, but not limited to, requesting assistance
      from the Employer, Employees, Social Security Administration and/or the Internal
      Revenue Service.

      .(c) If the Participant
      cannot
      be located after a period of twelve (12) months, or such other period determined
      in a uniform and nondiscriminatory manner by the Plan Administrator, the Plan
      Administrator shall treat the benefit as a forfeiture pursuant to paragraph
      9.8.
      The forfeiture provisions of this subparagraph 7.15(c) apply only to the
      Participant’s or Beneficiary’s account balance which is less than $5,000. If the
      Employer does not make a contribution for the Plan Year during which the
      forfeiture takes place, such amount shall first be applied to pay Plan expenses
      and, if there are no such expenses, it shall then be allocated to eligible
      Participant accounts as if the amount were the Employer’s contribution for such
      Plan Year.

      .(d) If a Participant
      or
      Beneficiary later makes a claim for such benefit, the Plan Administrator shall
      validate such claim and provide the Participant or Beneficiary with all notices
      and other information necessary for the Participant or Beneficiary to perfect
      the claim. If the Plan Administrator validates the claim for benefits, the
      Participant’s account balance shall be restored to the benefit amount treated as
      a forfeiture. Such benefit shall not be adjusted for investment earnings or
      losses during the period beginning on the date of forfeiture and ending on
      the
      date of restoration. The funds necessary to restore the Participant’s account
      will first be taken from amounts eligible for reallocation or other disposition
      as forfeitures with respect to the Plan Year. If such funds do not exist or
      if
      such funds are insufficient, the Employer will make a contribution prior to
      the
      date on which the benefit is payable to restore such Participant’s account. Such
      benefit shall be paid or commence to be paid in the same manner as if the
      benefit was eligible for distribution on the date the claim for benefit is
      validated.

      .(e) The Plan Administrator
      shall follow the same procedure in locating and subsequently treating as a
      forfeiture the benefit of a Participant or Beneficiary whose benefit has been
      properly paid under Plan terms but where the Participant or Beneficiary has
      not
      negotiated the benefit check(s).

      .(f) Notwithstanding
      the
      foregoing, the Plan Administrator in his discretion may establish alternative
      procedures for locating and administering the benefits of missing Plan
      Participants.

    ARTICLE
      VIII

    
JOINT
      AND SURVIVOR ANNUITY
      REQUIREMENTS

     

    
      
         

      

      
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    8.1 Applicability Of
      Provisions

    The provisions of this Article
      shall
      apply to any Participant who is credited with at least one (1) Hour of Service
      with the Employer and such other Participants as provided in paragraph
      8.8.

    8.2 Payment Of Qualified
      Joint
      And Survivor Annuity 

    Unless an optional form of benefit
      is
      selected pursuant to a Qualified Election within the ninety (90) day period
      ending on the Annuity Starting Date, a Participant’s Vested Account Balance will
      be paid in the form of a Qualified Joint and Survivor Annuity. For this purpose,
      a Qualified Joint and Survivor Annuity with respect to an unmarried
      Participant’s Vested Account Balance will be paid in the form of a straight life
      annuity. A straight life annuity means an annuity payable in equal installments
      for the life of the Participant that terminates upon the Participant’s death.
      The Participant may elect to have such annuity distributed upon attainment
      of
      the Early Retirement Age under the Plan, if any.

    8.3 Payment Of Qualified
      Pre-Retirement Survivor Annuity

    Unless an optional form of benefit
      has been elected within the Election Period pursuant to a Qualified Election,
      if
      a Participant dies before benefits have commenced then the Participant’s Vested
      Account Balance shall be paid in the form of a life annuity for the life of
      the
      surviving Spouse. The surviving Spouse may elect to have such annuity
      distributed within a reasonable period after the Participant’s death. If no
      election has been made within the Election Period prior to the Participant’s
      death, the surviving Spouse shall have the right to select an optional form
      of
      benefit after the Participant’s death. Such election will only be permitted if
      the surviving Spouse is provided with a notice similar to that required under
      paragraph 8.5 except that the notice will be modified to explain a life annuity
      rather than a Qualified Joint and Survivor Annuity.

    A Participant who does not meet
      the
      age thirty-five (35) requirement set forth in the Election Period as of the
      end
      of any current Plan Year may make a special qualified election to waive the
      Qualified Pre-Retirement Survivor Annuity 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 thirty-five (35). Such election shall not be valid
      unless the Participant receives a written explanation of the Qualified
      Pre-Retirement Survivor Annuity in such terms as are comparable to the
      explanation required under paragraph 8.5. Qualified Pre-Retirement Survivor
      Annuity coverage will be automatically reinstated as of the first day of the
      Plan Year in which the Participant attains age thirty-five (35). Any new waiver
      on or after such date shall be subject to the full requirements of this
      Article.

    8.4 Qualified
      Election

    A Qualified Election is an election
      to either waive a Qualified Joint and Survivor Annuity or a Qualified
      Pre-Retirement Survivor Annuity. Any such election shall not be effective
      unless:

    
      	(a) 
                  	the Participant’s Spouse
              consents in writing to the election,
	 
	(b) 
                  	the election designates
              a
              specific Beneficiary, including any class of Beneficiaries or any
              contingent Beneficiaries, which may not be changed without spousal
              consent
              unless the Spouse expressly permits designations by the Participant
              without any further spousal consent,
	 
	(c) 
                  	the Spouse’s consent
              acknowledges the effect of the election, and
	 
	(d) 
                  	the Spouse’s consent is
              witnessed by a Plan representative or notary public.
	 


    

     

    A
      Participant’s waiver of the Qualified Joint and
      Survivor Annuity shall not be effective unless the election designates a form
      of
      benefit payment which may not be changed without spousal consent unless the
      Spouse expressly permits designations by the Participant without any further
      spousal consent. If it is established to the satisfaction of

     

    
      
         

      

      
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    the Plan Administrator that the Participant
      is unmarried or that the Spouse cannot be located, a waiver will be deemed
      a
      Qualified Election. Any consent by a Spouse obtained under this provision (or
      establishment that the consent of a Spouse cannot be obtained) shall be
      effective only with respect to such Spouse. A consent that permits designations
      by the Participant without any requirement of further consent by such Spouse
      must acknowledge that the Spouse has the right to limit consent to a specific
      Beneficiary, and a specific form of benefit where applicable, and that the
      Spouse voluntarily elects to relinquish either or both of such rights. A
      revocation of a prior waiver may be made by a Participant without the consent
      of
      the Spouse at any time before the commencement of benefits. The number of
      revocations shall not be limited. No consent obtained under this provision
      shall
      be valid unless the Participant has received notice as provided in paragraphs
      8.5 and 8.6 below.

    8.5 Notice Requirements For Qualified
      Joint And Survivor Annuity

    In the case of a Qualified Joint and
      Survivor Annuity, the Plan Administrator shall, no less than thirty (30) days
      and no more than ninety (90) days prior to the Annuity Starting Date, provide
      each Participant a written explanation of:

    
      	(a) 
                  	the terms and conditions
              of a
              Qualified Joint and Survivor Annuity,
	 
	(b) 
                  	the Participant’s right to
              make and the effect of an election to waive the Qualified Joint and
              Survivor Annuity form of benefit,
	 
	(c) 
                  	the rights of a Participant’s
              Spouse, and
	 
	(d) 
                  	the right to make and
              the
              effect of a revocation of a previous election to waive the Qualified
              Joint
              and Survivor
              Annuity.



    

    The Annuity Starting Date may be less than
      thirty (30) days after and may be before receipt of the written explanation
      described in the preceding paragraph provided that:

      .(e) the Plan Administrator clearly
      informs the Participant and the Participant’s Spouse that they have a right to a
      period of at least thirty (30) days after receiving the notice to consider
      the
      decision of whether to waive the Qualified Joint and Survivor Annuity and elect
      (with spousal consent) a form of distribution other than a Qualified Joint
      and
      Survivor Annuity; and   .(f) the Participant is permitted to revoke
      any
      affirmative distribution election at least until the Annuity Starting Date
      or,
      if later, at any time prior to the expiration to the seven (7) day period that
      begins the day after the explanation of the Qualified Joint and Survivor Annuity
      is provided to the Participant.

    8.6 Notice Requirements For Qualified
      Pre-Retirement Survivor Annuity

    In the case of a Qualified Pre-Retirement
      Survivor Annuity as described in paragraph 8.3, the Plan Administrator shall
      provide each Participant within the applicable period for such Participant
      a
      written explanation of the Qualified Pre-Retirement Survivor Annuity in such
      terms and in such manner as would be comparable to the explanation provided
      for
      meeting the requirements of paragraph 8.5 applicable to a Qualified Joint and
      Survivor

     

    
      
         

      

      
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    Annuity. The applicable period for a
      Participant is whichever of the following periods ends at the latest
      date:

      .(a) the period beginning with
      the
      first day of the Plan Year in which the Participant attains age thirty-two
      (32)
      and ending with the close of the Plan Year preceding the Plan Year in which
      the
      Participant attains age thirty-five (35),
  .(b) a reasonable period
      ending after the
      individual becomes a Participant, or 
  .(c) a reasonable period
      ending after this
      article first applies to the Participant. 
  .(d) 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
      thirty-five (35). If such a Participant subsequently returns to employment
      with
      the Employer, the applicable period for such Participant shall be
      redetermined.

    For purposes of applying the preceding
      paragraph, a reasonable period ending after the events described in (b) and
      (c)
      is the end of the two (2) year period beginning one (1) year prior to the date
      the applicable event occurs, and ending one (1) year after that date. In the
      case of a Participant who separates form Service before the Plan Year in which
      age thirty-five (35) is attained, notice shall be provided within the two (2)
      year period beginning one (1) year prior to separation and ending one (1) year
      after separation.

    8.7 Special Safe Harbor Exception
      For
      Certain Profit-Sharing Or 401(k) Plans

    This paragraph shall apply to a Participant
      in a profit-sharing or 401(k) plan, and to any distribution, made on or after
      the first day of the first Plan Year beginning after 1988, from or under a
      separate account attributable solely to Qualified Voluntary Contributions,
      as
      maintained on behalf of a Participant in a money purchase pension plan or target
      benefit plan, if the following conditions are satisfied:

      .(a) the Participant does not
      elect
      payments in the form of a life annuity, and

      .(b) on the death of a Participant,
      the Participant’s Vested Account Balance will be

    paid to the Participant’s Surviving Spouse,
      but if there is no surviving Spouse, or if the Surviving Spouse has consented
      to, in a manner conforming to a Qualified Election, then to the Participant’s
      Beneficiary.

      .(c) The surviving Spouse may
      elect
      to have distribution of the Vested Account Balance commence within the ninety
      (90) day period following the date of the Participant’s death. The account
      balance shall be adjusted for gains or losses occurring after the Participant’s
      death in accordance with the provisions of the Plan governing the adjustment
      of
      account balances for other types of distributions.

      .(d) If a Plan is otherwise exempt
      from the Qualified Joint and Survivor Annuity requirements, the Qualified Joint
      and Survivor Annuity requirements are not triggered unless the Participant
      in
      the Plan actually elects a life annuity as a distribution option.  
      .(e)
      These safe harbor rules shall not be applicable to a Participant in a
      profit-sharing or 401(k) plan if the Plan is the recipient of a merger of assets
      from a plan which was subject to the survivor annuity requirements of Code
      Sections 401(a)(11) and 417, and would therefore have a Qualified Joint and
      Survivor Annuity as its normal form of benefit, unless separate accounts or
      separate accounting was monitored for the assets of the merged plan.

      .(f) Money purchase and target
      benefit plans are required to include the Qualified Joint 

     

    
      
         

      

      
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    and Survivor Annuity option. These Plans
      may
      eliminate any periodic payment options that are not required by the Qualified
      Joint and Survivor Annuity rules such as installment payments.

      .(g) The Participant may waive
      the
      spousal death benefit described in this paragraph at any time provided that
      no
      such waiver shall be effective unless it satisfies the conditions (described
      in
      paragraph 8.4) that would apply to the Participant’s waiver of the Qualified
      Pre-Retirement Survivor Annuity.

      .(h) Profit Sharing Plans satisfying
      all of the requirements of this paragraph for a Participant such that the Plan
      is not required to provide a Qualified Joint and Survivor Annuity for the
      Participant, but that do provide such annuity (even if the annuity is the normal
      form), may replace the Qualified Joint and Survivor Annuity with payment in
      a
      single-sum distribution form that is otherwise identical to such annuity in
      accordance with the requirements under the Regulations Section 1.411(d)
      -4.

      .(i) If this paragraph 8.7 is
      operative, then all other provisions of this Article VIII other than paragraph
      8.8 are inoperative.

    8.8 Transitional Joint And Survivor
      Annuity Rules

    Special transitional rules apply to
      Participants who were not receiving benefits on August 23, 1984.

      .(a) Any living Participant not
      receiving benefits on August 23, 1984, who would otherwise not receive the
      benefits prescribed by the previous paragraphs of this Article, must be given
      the opportunity to elect to have the prior paragraphs of this Article apply
      if
      such Participant is credited with at least one (1) 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 ten (10) Years of Service for vesting purposes
      when he or she separated from Service.

    (b)
      Any living Participant not receiving benefits on
      August 23, 1984, who was credited with at least one (1) 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 or her benefits paid in
      accordance with paragraph 8.9.   .(c) The respective opportunities to
      elect
      [as described in (a) and (b) above] must be afforded to the appropriate
      Participants during the period commencing on August 23, 1984, and ending on
      the
      date benefits would otherwise commence to said Participants.

    8.9 Automatic Joint And Survivor
      Annuity And Early Survivor Annuity

    Any Participant who has elected pursuant
      to
      paragraph 8.8(b) and any Participant who does not elect under paragraph 8.8(a)
      or who meets the requirements of paragraph 8.8(a), except that such Participant
      does not have at least ten (10) years of vesting Service when he or she
      separates from Service, shall have his or her benefits distributed in accordance
      with all of the following requirements if benefits would have been payable
      in
      the form of a life annuity in accordance with all of the following
      requirements:

      .(a) 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, or

     

    
      
         

      

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

      .(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, such
      benefits will be received under this Plan in the form of a Qualified Joint
      and
      Survivor Annuity, unless the Participant has elected otherwise during the
      Election Period. The Election Period must begin at least six (6) months before
      the Participant attains Qualified Early Retirement Age and end not more than
      ninety (90) days before the commencement of benefits. Any election will be
      in
      writing and may be changed by the Participant at any time.

      .(b) 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 which would have been made to the
      Spouse under the Qualified Joint and Survivor Annuity 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. The
      Election Period begins on the later of:   .(1) the ninetieth 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.

    For purposes of this paragraph 8.9,
      Qualified Early Retirement Age is defined at paragraph 1.80 herein.

    8.10 Annuity
      Contracts

    Any annuity contract distributed under
      this
      Plan must be nontransferable. The terms of any annuity contract purchased and
      distributed by the Plan to a Participant or Spouse shall comply with the
      requirements of this Plan.

    ARTICLE
      IX 

    VESTING

    9.1 Employee Contributions
      

    A Participant shall always have
      a
      100% vested and nonforfeitable interest in his or her Elective Deferrals,
      Voluntary Aftertax Contributions, Qualified Voluntary Contributions, Required
      After-tax Contributions, Qualified Non-Elective Contributions, Safe Harbor
      Matching Contributions, Safe Harbor Non-Elective Contributions, SIMPLE 401(k),
      Qualified Matching Contributions, Rollover and Transfer Contributions plus
      the
      earnings thereon. No forfeiture of Employer contributions (including any minimum
      contributions made under paragraph 15.2) will occur solely as a result of a
      Participant’s withdrawal of any Employee contributions.

    9.2 Employer Contributions
      

    A Participant shall acquire a
      vested
      and nonforfeitable interest in his or her account attributable to Employer
      contributions in accordance with the schedule selected in the Adoption
      Agreement, provided that if a Participant is not already fully vested, he or
      she
      shall become so upon attaining Normal Retirement

     

    
      
         

      

      
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    Age, Early Retirement Age, on
      death
      prior to normal retirement (provided the Participant has not terminated
      employment prior to death), on retirement due to Disability, or on termination
      of the Plan. Any contributions made on behalf of a Participant with a Disability
      within the meaning of Code Section 22(e)(3) at the election of the Employer
      must
      be fully vested when made.

    9.3 Vesting Of Employer
      Contributions In A SIMPLE 401(k) Plan 

    A Participant shall have a 100%
      vested and nonforfeitable interest in his or her account attributable to any
      Employer contributions made under a SIMPLE 401(k) Plan.

    9.4 Computation Period
      

    A period used for determining
      Years
      of Service and Breaks in Service used in calculating the vesting of a
      Participant. A Year of Service means any twelve (12) consecutive month vesting
      computation period as elected in the Adoption Agreement during which an Employee
      completes the number of Hours of Service [not to exceed one-thousand (1,000)]
      as
      specified in the Adoption Agreement. If the Plan utilizes the Elapsed Time
      method of crediting Service, a vesting computation period for which the Employee
      receives credit for a Year of Service will be determined under the Service
      crediting rules of paragraph 1.117.

    9.5 Requalification Prior
      To
      Five Consecutive One-Year Breaks In Service 

    Subject to Article VI, the account
      balance of a Participant who is re-employed prior to incurring five (5)
      consecutive one (1) year Breaks in Service or Periods of Severance shall consist
      of any undistributed amount in his or her account as of the date of
      re-employment plus any future contributions added to such account plus the
      investment earnings on the account. The Vested Account Balance of such
      Participant shall be determined by multiplying the Participant’s account balance
      (adjusted to include any distribution or redeposit made under paragraph 6.3)
      by
      such Participant’s vested percentage. All Service of the Participant, both prior
      to and following the break, shall be counted when computing the Participant’s
      vested percentage.

    9.6 Requalification After
      Five
      Consecutive One-Year Breaks In Service

    Subject to Article VI, if a
      Participant was not fully vested prior to termination of employment and is
      re-employed after incurring five (5) consecutive one (1) year Breaks in Service
      or Periods of Severance, a new account shall be established for such Participant
      to separate his or her deferred vested and nonforfeitable account, if any,
      from
      the account to which new allocations will be made. The Participant’s deferred
      account to the extent remaining shall be fully vested and shall continue to
      share in earnings and losses of the Trust. When computing the Participant’s
      vested portion of the new account, all pre-break and post-break Service shall
      be
      counted. However, notwithstanding this provision, no such former Participant
      who
      has had five (5) consecutive one (1) year Breaks in Service or Periods of
      Severance shall acquire a larger vested and nonforfeitable interest in his
      or
      her prior account balance as a result of requalification hereunder.

    9.7 Calculating Vested
      Interest


    A Participant’s vested and
      nonforfeitable interest, as determined by the Plan Administrator shall be
      calculated by multiplying the fair market value of his or her account
      attributable to Employer contributions on the Valuation Date concurrent with
      or
      preceding distribution by the decimal equivalent of the vested percentage as
      of
      his or her termination date. The amount attributable to Employer contributions
      for purposes of the calculation includes amounts previously paid out pursuant
      to
      paragraph 6.3 and not repaid. The Participant’s vested and nonforfeitable
      interest, once calculated above, shall be reduced to reflect those amounts
      previously paid out to the Participant and not repaid by the Participant. The
      Participant’s vested and nonforfeitable interest so determined shall continue to
      share in the investment earnings and any increase or decrease in the fair market
      value of the Trust up to the Valuation Date preceding or coinciding with
      payment.

    9.8 Forfeitures


    Any balance in the account of
      a
      Participant who has separated from Service to which he or she is not entitled
      under the foregoing provisions, shall be forfeited and applied as provided
      in
      the Adoption Agreement, or in accordance with a uniform and nondiscriminatory
      policy established by the Plan

     

    
      
         

      

      
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    Administrator. The reallocation
      or
      other disposition of a nonvested benefit may only occur if the Participant
      has
      received payment of his or her entire vested benefit from the Plan, if the
      Participant has incurred five (5) consecutive one (1) year Breaks in Service
      or
      a deemed cash-out has occurred. A Participant who is zero (0) percent vested
      will have a deemed cash-out distribution on the date of the Participant's
      Separation from Service and will not be entitled to an allocation of any
      forfeitures (if reallocated) of any portion of his account balance or of any
      other Participant who has terminated Service in the same or prior Plan Year.
      While awaiting reallocation or other disposition, the Plan Administrator or
      his
      designate, if applicable, shall have the right to leave the nonvested benefit
      in
      the Participant’s account or may transfer the nonvested benefit to a forfeiture
      suspense account. Amounts held in a forfeiture suspense account may share in
      any
      increase or decrease in fair market value of the assets of the Trust in
      accordance with Article V of the Plan. Such determination shall be made by
      the
      Plan Administrator or his designate, if applicable. If a Participant’s account
      balance is forfeited prior to five consecutive one-year Breaks in Service,
      the
      amount necessary to restore the account balance to a Participant will be
      obtained from one of the following sources; current Plan Year’s forfeitures, an
      additional Employer contribution, or earnings on investments for the applicable
      Plan Year, as determined by the Plan Administrator. For purposes of this
      paragraph, if the value of a Participant’s Vested Account Balance is zero, the
      Participant shall be deemed to have received a distribution of such Vested
      Account Balance. A Highly Compensated Employee’s Matching Contributions may be
      forfeited, even if vested, if the contributions to which they relate are Excess
      Deferrals, Excess Contributions or Excess Aggregate Contributions. Benefits
      with
      respect to Participants who cannot be located as provided at paragraph 7.15
      hereof will be treated in the same manner as a forfeiture.

    9.9 Amendment Of Vesting
      Schedule

    No amendment to the Plan shall
      have
      the effect of decreasing a Participant’s Vested Account Balance determined
      without regard to such amendment as of the later of the date such amendment
      is
      adopted or the date it becomes effective. Further, if the vesting schedule
      of
      the Plan is amended, or the Plan is amended in any way that directly or
      indirectly affects the computation of any Participant’s nonforfeitable
      percentage or if the Plan is deemed amended by an automatic change to or from
      a
      Top-Heavy vesting schedule, each Participant with at least three (3) Years
      of
      Service with the Employer may elect, during the election period defined herein,
      to have his or her nonforfeitable percentage computed under the Plan without
      regard to such amendment. For Participants who do not have at least one (1)
      Hour
      of Service in any Plan Year beginning after 1988, the preceding sentence shall
      be applied by substituting “five (5) Years of Service” for “three (3) Years of
      Service” where such language appears. The period during which the election may
      be made shall commence with the date the amendment is adopted and shall end
      on
      the later of:

    
      	(a) 
                  	sixty (60) days after
              the
              amendment is adopted,
	 
	(b) 
                  	sixty (60) days after
              the
              amendment becomes effective, or
	 
	(c) 
                  	sixty (60) days after
              the
              Participant is issued written notice of the amendment by the Employer
              or
              the Trustee.
	 


    

    If the Trustee notifies the Participants
      involved, the Plan may be charged for the costs thereof.

    No amendment to the Plan shall be effective
      to the extent that it has the effect of decreasing a Participant’s accrued
      benefit. Notwithstanding the preceding sentence, a Participant’s account balance
      may be reduced to the extent permitted under Code Section 412(c)(8) relating
      to
      financial hardships. For purposes of this paragraph, a Plan amendment which
      has
      the effect of decreasing a Participant’s account balance with respect to
      benefits attributable to Service before the amendment, shall be treated as
      reducing an accrued benefit.

     

    
      
         

      

      
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    Furthermore, if the vesting schedule of
      a
      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 the date it becomes effective, the
      nonforfeitable percentage (determined as of such date) of such Employee’s
      Employer-derived accrued benefit will not be less than the percentage computed
      under the Plan without regard to such amendment.

    No amendment to the Plan shall be effective
      to eliminate or restrict an optional form of benefit. The preceding sentence
      shall not apply to a Plan amendment that eliminates or restricts the ability
      of
      a Participant to receive payment of his or her account balance under a
      particular form of benefit if the amendment satisfies the conditions in (d)
      or
      (e) below:

      .(d) The amendment provides a
      single
      sum distribution form that is otherwise identical to the optional form of
      benefit restricted. For purposes of this condition, a single-sum distribution
      form is otherwise identical only if it is identical in all respects to the
      eliminated or restricted optional form of benefit (or would be identical except
      that it provides greater rights to the Participant) except with respect to
      the
      timing of payments after commencement.

      .(e)
      The amendment is not effective unless it provides
      that the amendment shall not apply to any distribution with an Annuity Starting
      Date earlier than the earlier of (i) the ninetieth (90th)
      day after the date the Participant receiving the distribution has been
      furnished a summary that reflects the amendment and that satisfies the ERISA
      requirements at 29 CFR 2520.104b -3 relating to a summary of material
      modifications or (ii) the first day of the second Plan Year following the Plan
      Year in which the amendment is adopted.

    9.10 Service With Controlled
      Groups

    All Years of Service with all
      members
      of a controlled group of corporations [as defined in Code Section 414(b) as
      modified by Code Section 415(h)], all commonly controlled trades or businesses
      [as defined in Code Section 414(c) as modified by Code Section 415(h)], or
      members of an affiliated service group [as defined in Code Section 414(m)]
      of
      which the Employer is a part, and any other entity required to be aggregated
      with the Employer pursuant to Regulations under Code Section 414(o), shall
      be
      considered for purposes of determining a Participant’s nonforfeitable
      percentage.

    9.11 Compliance With Uniformed
      Services Employment And Reemployment Rights Act Of 1994 Notwithstanding any
      provision of this Plan to
      the contrary, Years of Service for vesting will be credited to Participants
      with
      respect to periods of qualified military service as provided in Code Section
      414(u).

    ARTICLE
      X 

    LIMITATIONS
      ON ALLOCATIONS


    10.1 Participation In
      This Plan
      Only

    If the Participant does not
      participate in and has never participated in another Qualified Plan, a Welfare
      Benefit Fund, individual medical account as defined in Code Section 415(l)(2),
      or a Simplified Employee Pension Plan maintained by the adopting Employer,
      which
      provides an Annual Addition, 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. If the Employer contribution that would otherwise be contributed
      or allocated to the Participant’s account would cause the Annual Additions for
      the Limitation Year to exceed the Maximum Permissible Amount, the amount
      contributed or allocated will be reduced so that the Annual Additions for the
      Limitation Year will equal the Maximum Permissible Amount. Prior to determining
      the Participant’s actual Compensation for the Limitation Year, the Employer may
      determine the Maximum Permissible Amount for a Participant on the basis of
      a
      reasonable estimate of the Participant’s Compensation for the Limitation Year,
      uniformly

     

    
      
         

      

      
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    determined for all Participants
      similarly situated. As soon as is 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 Compensation for the
      Limitation Year.

    10.2 Disposition Of Excess
      Annual Additions 

    If there is an Excess Annual Addition
      due to an error in estimating a Participant’s Compensation for a Limitation Year
      under paragraph 10.1, an error in estimating the amount of Elective Deferrals
      of
      the Participant, or as a result of the allocation of forfeitures, the excess
      will be distributed to the affected Participant in the order which
      follows:

      .(a) Any Voluntary or
      Required
      After-tax Contributions plus the investment earnings thereon, to the extent
      they
      would reduce the excess, shall be returned to the Participant.

      .(b) Simultaneously,
      with the
      return of any Voluntary or Required After-tax Contributions (plus attributable
      earnings), any associated Employer Matching Contribution(s) plus the investment
      earnings thereon that relate to the returned Voluntary or Required After-tax
      Contributions, to the extent they would reduce the excess, will be held either
      unallocated in a suspense account or forfeited in accordance with the “spillover
      method” as elected in the Adoption Agreement.

      .(c) Elective Deferrals
      plus
      the investment earnings thereon shall be returned to the Participant to the
      extent they would reduce the excess.

      .(d) Simultaneously with
      the
      return of the Elective Deferrals (plus attributable earnings), any associated
      Employer Matching Contribution(s) plus the investment earnings thereon that
      relate to the returned Elective Deferrals, to the extent they would reduce
      the
      excess, will be either held unallocated in a suspense account or forfeited
      in
      accordance with the “spillover method” as elected in the Adoption
      Agreement.

      .(e) If, after the application
      of subparagraphs (a) through (d), an excess still exists, the excess will be
      held either unallocated in a suspense account or forfeited in accordance with
      the “spillover method” as elected in the Adoption Agreement.

      .(f) When the suspense
      account
      method is used, and the Participant is not covered by the Plan at the end of
      the
      Limitation Year, the Plan Administrator will apply the suspense account to
      reduce future Employer contributions for all remaining Participants in the
      next
      Limitation Year, and each succeeding Limitation Year until the Excess Annual
      Addition is eliminated. If a suspense account is in existence at any time during
      a Limitation Year, all amounts in the suspense account must be allocated to
      Participant accounts before any Employer contributions or any Employee
      contributions may be made to the Plan for that Limitation Year. If a suspense
      account is in existence at any time during a Limitation Year pursuant to this
      paragraph, it will not participate in the allocation of investment gains or
      losses.

    10.3 Participation In
      Multiple
      Defined Contribution Plans

    The Annual Additions which may
      be
      credited to a Participant’s account under this Plan for any Limitation Year will
      not exceed the Maximum Permissible Amount. With respect to this Plan, the
      Maximum Permissible Amount is reduced by the Annual Additions credited to a
      Participant’s account under any other qualified Master or Prototype Defined
      Contribution plans, Welfare Benefit funds, individual medical accounts as
      defined in Code Section 415(l)(2), and Simplified Employee Pension Plans
      maintained by the Employer, which provide an Annual Addition for the same
      Limitation Year. If the Annual Additions with respect to the Participant under
      other Defined Contribution Plans, Welfare Benefit funds, individual medical
      accounts and Simplified Employee Pension Plans maintained by the Employer are
      less than the Maximum Permissible Amount and the Employer contribution that
      would otherwise be contributed or allocated to the Participant’s account under
      this Plan would cause the Annual Additions for the Limitation Year to exceed
      this limitation, the amount contributed or allocated under this Plan will be
      reduced so that the Annual Additions under all such plans and funds for the
      Limitation Year will equal the Maximum Permissible Amount. If the Annual
      Additions with respect to the Participant under such other Defined Contribution
      Plans and Welfare Benefit funds 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. Prior to
      determining the Participant’s actual Compensation for the Limitation Year, the
      Employer may determine the Maximum Permissible Amount for a Participant in
      the
      manner described in paragraph 10.1. As soon as administratively feasible after
      the end of the Limitation Year, the Maximum

     

    
      
         

      

      
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    Permissible Amount for the Limitation
      Year will be determined on the basis of the Participant’s actual Compensation
      for the Limitation Year. If the Participant is covered under another qualified
      Defined Contribution Plan maintained by the Employer which is not a Master
      or
      Prototype Plan, Annual Additions which may be credited to the Participant’s
      account under this Plan for any Limitation Year will be limited in accordance
      with this paragraph as though the other plan were a Master or Prototype Plan
      unless the Employer specifies other limitations in the Adoption
      Agreement.

    10.4 Disposition Of Excess
      Annual Additions Under Two Plans

    If a Participant’s Annual Additions
      under this Plan and such other plans as described in the preceding paragraph
      would result in an Excess Annual Additions for a Limitation Year due to an
      error
      in estimating a Participant’s Compensation for a Limitation Year under paragraph
      10.3 or as a result of forfeitures, the Excess Annual Additions will be deemed
      to consist of the Annual Additions last allocated except that Annual Additions
      attributable to a Simplified Employee Pension Plan will be deemed to have been
      allocated first and then Annual Additions to a Welfare Benefit Fund or
      individual medical account as defined in Code Section 415(l)(2) will be deemed
      to have been allocated next regardless of the actual Allocation Date. If an
      Excess Annual Addition was allocated to a Participant on a Valuation or
      Allocation Date of this Plan which coincides with a valuation or allocation
      date
      of another plan, the Excess Annual Additions attributed to this Plan will be
      the
      product of:

    
      	(a) 
                  	the total
              Excess
              Annual Additions allocated as of such date, times
	 
	(b) 
                  	the ratio
              of:
	 
	 	(1) 
                  	the Annual Additions
              allocated
              to the Participant for the Limitation Year as of such date under
              this
	 
	 	Plan, to
	 
	 	(2) 
                  	the total Annual Additions
              allocated to the Participant for the Limitation Year as of such
              date
	 
	 	under this
              and all
              the other qualified Master or Prototype Defined Contribution Plans.
	 


    

    Any Excess Annual Additions attributed
      to
      this Plan will be disposed of in the manner described in paragraph
      10.2.

    10.5 Participation In This Plan
      And A
      Defined Benefit Plan 

    If the Employer maintains, or at any time
      maintained, a qualified Defined Benefit Plan (other than Paired Plan #02001
      or
      #02002) 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. For any Plan Year during which the Plan
      is
      Top-Heavy, the Defined Benefit and Defined Contribution Plan Fractions shall
      be
      calculated in accordance with Code Section 416(h). The Annual Additions which
      may be credited to the Participant’s account under this Plan for any Limitation
      Year will be limited in accordance with the Adoption Agreement. This paragraph
      does not apply for Limitation Years beginning on or after January 1,
      2000.

    ARTICLE
      XI 

    ANTIDISCRIMINATION
      TESTING


    11.1 General Testing
      Requirements 

    With respect to each Plan Year,
      an
      Employer’s Plan which offers a Code Section 401(k) cash or deferred arrangement
      and any contributions made thereunder must satisfy the Average Deferral
      Percentage Test (“ADP Test”) and, if applicable, the Average Contribution
      Percentage Test (“ACP Test”). Under each of

     

    
      
         

      

      
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    these tests, the Average Deferral
      Percentage (ADP) and the Average Contribution Percentage (ACP) for Highly
      Compensated Employees may not exceed the ADP and ACP for Non-Highly Compensated
      Employees by more than the amount permitted by application of the basic limit
      or
      the alternative limit. These limits are described at paragraphs 11.2 and 11.6
      herein. If the ADP or ACP for Highly Compensated Employees exceeds the basic
      limit or the alternative limit, the applicable average for Highly Compensated
      Employees either must be reduced to the maximum permitted under the most liberal
      limit or the average of the Non-Highly Compensated Employees is
      increased.

    The reduction in the average is
      determined in accordance with paragraph 11.4 herein. In lieu of reducing the
      applicable average for the Highly Compensated Employees, the Employer may elect
      to make an additional Qualified Non-Elective Contribution (QNEC) and/or a
      Qualified Matching Contribution (QMAC) for Non-Highly Compensated Employees
      to
      increase their Average Deferral Percentage and/or Average Contribution
      Percentage to the point where the Plan satisfies the ADP and/or the ACP Test.
      These qualified contributions are described at paragraph 11.5 herein.

    If the Plan can only satisfy the
      ADP
      Test and the ACP Test by application of the alternative limit, the Plan must
      apply the multiple use test as described at paragraph 11.7(b) hereof. If the
      Plan fails to satisfy the multiple use test, the Employer must either make
      correcting distributions to affected Highly Compensated Employees or make QNEC
      and/or QMAC contributions for Non-Highly Compensated Employees to the point
      where the Plan satisfies the multiple use test.

    11.2 ADP Testing
      Limitations

     

      .(a) Prior
      Year Testing –If elected by the
      Employer in the Adoption
      Agreement, the ADP for a Plan Year for Participants who
      are Highly Compensated Employees for each Plan
      Year and the Prior Plan Year’s ADP for Participants who were Non-Highly
      Compensated Employees for the Prior Plan Year must satisfy the basic limit
      set
      forth in (1) or the alternative limit set forth at (2):   .(1) The ADP
      for
      the Plan Year for Participants who are Highly Compensated Employees for the
      Plan
      Year shall not exceed the Prior Plan Year’s ADP for Participants who were
      Non-Highly Compensated Employees for the Prior Plan Year multiplied by 1.25;
      or
        .(2) The ADP for a Plan Year for Participants who are Highly Compensated
      Employees for the Plan Year shall not exceed the Prior Year’s ADP for
      Participants who were Non-Highly Compensated Employees for the Prior Plan Year
      multiplied by 2.0, provided that the ADP for Participants who are Highly
      Compensated Employees does not exceed the ADP for Participants who were
      Non-Highly Compensated Employees in the Prior Plan Year by more than two (2)
      percentage points.

      .(b) For the first Plan
      Year
      of a Plan, where the Plan permits a Participant to make Elective Deferrals
      and
      the Plan is not a successor Plan, for purposes of the foregoing limits, the
      Prior Plan Year’s Non-Highly Compensated Employees’ ADP shall be 3%, unless the
      Employer has elected in the Adoption Agreement to use the current Plan Year’s
      ADP for these Participants.

      .(c) Current
      Year Testing –If no election is
      made by the Employer in the
      Adoption Agreement, the ADP limits in (1) and (2), above, will be applied by
      comparing the current Plan Year’s ADP for Participants who are Highly
      Compensated Employees with the current Plan Year’s ADP for Participants who are
      Non-Highly Compensated Employees. This election can only be changed if the
      Plan
      meets the requirements for changing to Prior Plan Year testing set forth in
      IRS
      Notice 98-1 (or superseding guidance).

    11.3 Special Rules Relating
      To Application Of The ADP Test

     

      .(a) A Participant
      is a
      Highly Compensated Employee for a particular Plan Year if he or she meets the
      definition of a Highly
      Compensated Employee in effect for that Plan Year. Similarly, a Participant
      is a
      Non-Highly Compensated Employee for a particular Plan Year if he or she does
      not
      meet the definition of a Highly Compensated Employee in effect for that Plan
      Year.

      .(b) The Actual Deferral
      Percentage for any Participant who is a Highly Compensated Employee for the
      Plan
      Year and who is eligible to have Elective Deferrals (and Qualified Non-Elective
      Contributions or Qualified Matching Contributions, or both, if treated as
      Elective Deferrals for purposes of the ADP Test) allocated to his or her
      accounts under two (2) or more arrangements described in Code Section 401(k),
      that are maintained by the Employer, shall be determined as if such Elective
      Deferrals (and, if applicable, such Qualified Non-Elective Contributions or
      Qualified Matching Contributions, or both) were made under a 

     

    
      
         

      

      
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    single arrangement. If a Highly
      Compensated Employee participates in two (2) or more cash or deferred
      arrangements that have different Plan Years, all cash or deferred arrangements
      ending with or within the same calendar year shall be treated as a single
      arrangement. Notwithstanding the foregoing, certain plans shall be treated
      as
      separate if mandatorily disaggregated under Regulations issued under Code
      Section 401(k).

      .(c) In the event that
      this
      Plan satisfies the requirements of Code Sections 401(k), 401(a)(4), or 410(b)
      only if aggregated with one (1) or more other plans, or if one (1) or more
      other
      plans satisfy the requirements of such Code Sections only if aggregated with
      this Plan, then this section shall be applied by determining the Actual Deferral
      Percentage of Participants as if all such plans were a single plan. Any
      adjustments to the Non-Highly Compensated Employee ADP for the Prior Plan Year
      will be made in accordance with IRS Notice 98-1 and any superseding guidance,
      unless the Employer has elected in the Adoption Agreement to use the current
      year testing method. Plans may be aggregated in order to satisfy Code Section
      401(k) only if they have the same Plan Year and use the same ADP testing method.
        .(d) The Employer shall maintain records sufficient to demonstrate
      satisfaction of the ADP Test and the amount of Qualified Non-Elective
      Contributions or Qualified Matching Contributions, or both, used in such
      test.

      .(e) For purposes of
      the ADP
      Test, Elective Deferrals, Qualified Non-Elective Contributions and Qualified
      Matching Contributions must be made before the end of the twelve (12) month
      period immediately following the Plan Year to which the contributions
      relate.

    11.4 Calculation And
      Distribution Of Excess Contributions And Excess Aggregate
      Contributions

     

      .(a) Reducing
      The Average For Highly Compensated
      Employees –If necessary,
      the ADP and/or ACP for Highly
      Compensated Employees must be reduced to the maximum allowed by the applicable
      limit at paragraph 11.2 and 11.6. The average is reduced on a step-by-step
      leveling basis beginning by reducing the Actual Deferral Percentage or the
      Actual Contribution Percentage for the Highly Compensated Employee with the
      highest percentage until the average is reduced to the maximum allowed or until
      the Actual Deferral Percentage or Actual Contribution Percentage for such Highly
      Compensated Employee is lowered to that of the Highly Compensated Employee
      with
      the next highest percentage. This process continues until the ADP and/or the
      ACP
      is lowered to the maximum allowed for the Plan Year. The excess dollar amount
      attributable to each affected Highly Compensated Employee is then totaled for
      purposes of correcting distributions determined at paragraph (b)
      below.

      .(b) Correcting
      Distributions To Highly Compensated
      Employees –The total
      amount to be distributed as determined under paragraph (a) is allocated to
      Highly Compensated Employees on the basis of the dollar amount included for
      such
      Employee in the numerator of the Actual Deferral Percentage or the Actual
      Contribution Percentage, as applicable. The distribution for each affected
      Highly Compensated Employee is determined on a leveling basis similar to that
      described at paragraph (a) except that the process is based on dollars rather
      than percentages. Excess Contributions and Excess Aggregate Contributions are
      allocated to the Highly Compensated Employees with the largest amount of
      Employer contributions taken into account in calculating the ADP or ACP Test
      for
      the year in which the excess arose, beginning with the Highly Compensated
      Employee with the largest amount of such Employer contributions and continuing
      in

    descending order until all the
      Excess
      Contributions and Excess Aggregate Contributions have been allocated. For
      purposes of the preceding sentence, the “largest amount” is determined after
      distribution of any Excess Contribution and Excess Aggregate Contributions.
      After correcting distributions are allocated, it is not necessary to recompute
      the Highly Compensated Employee averages to determine if they satisfy the ADP
      Test and/or the ACP Test. Distributions of Excess Contributions and Excess
      Aggregate Contributions are to be made in accordance with paragraphs 7.12 and
      7.13 hereof.

    11.5 Qualified Non-Elective
      And/Or Matching Contributions

    The Employer may make a Qualified
      Non-Elective Contribution (QNEC) or Qualified Matching Contribution (QMAC)
      for
      Non-Highly Compensated Employees (whether or not so designated in the Adoption
      Agreement) to increase the Average Deferral Percentage and/or Average
      Contribution Percentage to the point where the Plan passes the ADP Test and/or
      the ACP Test. The following rules apply with respect to such
      contributions:

     

    
      
         

      

      
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      .(a) A QNEC or QMAC
      used in
      the ADP Test may not also be included in the ACP Test.


      .(b) If testing is
      done on
      the basis of current Plan Year data, QNECs and/or QMACs must be made and
credited to Participant accounts
      not later than the last day of the twelve (12) consecutive month period
      following the end of the Plan Year being tested.

      .(c) If testing is done
      on the
      basis of Prior Plan Year data for Non-Highly Compensated Employees, QNECs and/or
      QMACs for such Employees must be contributed not later than the last day of
      the
      Plan Year being tested.

      .(d) If the Employer
      makes
      Non-Elective Contributions which are not designated as Qualified Non-Elective
      Contributions at the time of the contribution to the Plan, the Plan
      Administrator may redesignate such contributions as Qualified Non-Elective
      Contributions if the contributions otherwise satisfy the requirements of a
      Qualified Non-Elective Contribution.

      .(e) The Employer’s
      contribution will be allocated to a group of Non-Highly Compensated Participants
      designated by the Plan Administrator. The allocation will be the lesser of
      the
      amount required to pass the ADP/ACP Test, or the maximum permitted under Code
      Section 415.

    11.6 ACP Testing
      Limitations

    Employee contributions and Matching
      Contributions must meet the nondiscrimination requirements of Code Section
      401(a)(4) and the Average Contribution Percentage (hereinafter ACP) Test of
      Code
      Section 401(m). If Employee contributions (including any Elective Deferrals
      recharacterized as Voluntary After-tax Contributions) or Matching Contributions
      are made in connection with a cash or deferred arrangement, the ACP Test is
      in
      addition to the ADP Test under Code Section 401(k). Qualified Matching
      Contributions and Qualified Non-Elective Contributions used to satisfy the
      ADP
      test may not be used to satisfy the ACP test.

      .(a) Prior
      Year Testing– If elected by the
      Employer in the Adoption
      Agreement, the ACP for a Plan Year for eligible Participants who are Highly
      Compensated Employees for each Plan Year and the prior Plan Year’s ACP for
      eligible Participants who were Non-Highly Compensated Employees for the Prior
      Plan Year must satisfy one of the following tests:   .(1) The ACP for
      a
      Plan Year for Participants who are Highly Compensated Employees for the Plan
      Year shall not exceed the prior Plan Year’s ACP for eligible Participants who
      were Non-Highly Compensated Employees for the Prior Plan Year multiplied by
      1.25; or   .(2) The ACP for a Plan Year for Participants who are Highly
      Compensated Employees for the Plan Year shall not exceed the prior year’s ACP
      for eligible Participants who were Non-Highly Compensated Employees for the
      Prior Plan Year multiplied by 2.0, provided that the ACP for eligible
      Participants who are Highly Compensated Employees does not exceed the ACP for
      eligible Participants who were Non-Highly Compensated Employees in the Prior
      Plan Year by more than two (2) percentage points.   .(b) For the first
      Plan
      Year of a Plan, where this Plan permits any eligible Participant to make
      Employee   .contributions, provides for Matching Contributions, or both,
      and the Plan is not a successor Plan, for purposes of the foregoing limits,
      the
      Prior Plan Year’s Non-Highly Compensated Employees’ ACP shall be 3% unless the
      Employer has elected in the Adoption Agreement to use the current Plan Year’s
      ACP for these Participants.

      .(c) Current
      Year Testing – If no election is
      made by the Employer in
      the Adoption Agreement, the ACP limits in (1) and (2), above, will be applied
      by
      comparing the current Plan Year’s ACP for eligible Participants who are Highly
      Compensated Employees for the Plan Year with the current Plan Year’s ACP for
      eligible Participants who are Non-Highly Compensated Employees. This election
      can only be changed if the Plan meets the requirements for changing to Prior
      Plan Year testing set forth in IRS Notice 98-1 (or superseding
      guidance).

    11.7 Special Rules Relating
      To The Application Of The ACP Test

     

      .(a) A Participant
      is a
      Highly Compensated Employee for a particular Plan Year if he or she meets the
      definition of a Highly
      Compensated Employee in effect for that Plan Year. Similarly, a Participant
      is a
      Non-Highly Compensated Employee for a particular Plan Year if he or she does
      not
      meet the definition of a Highly Compensated Employee in effect for that Plan
      Year.

      .(b) If one or more Highly
      Compensated Employees participate in both a cash or deferred arrangement and
      a
      plan subject to the ACP Test maintained by the Employer and the sum of the
      ADP
      and ACP of those 

     

    
      
         

      

      
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    Highly Compensated Employees subject
      to either or both tests exceeds the Aggregate Limit, then the ADP or ACP of
      those Highly Compensated Employees who also participate in a cash or deferred
      arrangement will be reduced in accordance with paragraph 11.4 so that the limit
      is not exceeded. The amount by which each Highly Compensated Employee’s
      Contribution Percentage Amounts is reduced shall be treated as an Excess
      Aggregate Contribution. 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. Multiple
      use of the aggregate limit does not occur if either the ADP and ACP of the
      Highly Compensated Employees does not exceed 1.25 multiplied by the ADP and
      ACP
      of the Non-Highly Compensated Employees.

      .(c) For purposes of
      this
      paragraph, the Actual Contribution Percentage for any Participant who is a
      Highly Compensated Employee and who is eligible to have Contribution Percentage
      Amounts allocated to his or her account under two (2) or more plans described
      in
      Code Section 401(a) or arrangements described in Code Section 401(k) that are
      maintained by the Employer, shall be determined as if the total of such
      Contribution Percentage Amounts were made under a single plan. If a Highly
      Compensated Employee participates in two (2) or more cash or deferred
      arrangements that have different Plan Years, all cash or deferred arrangements
      ending with or within the same calendar year shall be treated as a single
      arrangement. Notwithstanding the foregoing, certain plans shall be treated
      as
      separate if mandatory disaggregation under the Regulations issued under Code
      Section 410(b) apply.

      .(d) In the event that
      this
      Plan satisfies the requirements of Code Sections 401(a)(4), 401(m), or 410(b)
      only if aggregated with one (1) or more other plans, or if one (1) or more
      other
      plans satisfy the requirements of such Code Sections only if aggregated with
      this Plan, then this section shall be applied by determining the Actual
      Contribution Percentage of Eligible Participants as if all such plans were
      a
      single plan. Any adjustments to the Non-Highly Compensated Employee ACP for
      the
      Prior Plan Year will be made in accordance with IRS Notice 98-1 and any
      superseding guidance, unless the Employer has elected in the Adoption Agreement
      to use the Current Year testing method. Plans may be aggregated in order to
      satisfy Code Section 401(m) only if the aggregated plans have the same Plan
      Year
      and use the same ACP testing method.

      .(e) For purposes of
      the ACP
      Test, Employee contributions are considered to have been made for the Plan
      Year
      in which contributed to the Plan. Matching Contributions and Qualified Matching
      and Non-Elective Contributions will be considered made for a Plan Year if made
      no later than the end of the twelve (12) month period beginning on the day
      after
      the close of the Plan Year.

      .(f) The determination
      and
      treatment of the Actual Contribution Percentage of any Participant shall satisfy
      such other requirements as may be prescribed by the Secretary of the
      Treasury.

    11.8 Recharacterization
      

    If the Employer allows for Voluntary
      After-tax Contributions in the Adoption Agreement, a Participant may treat
      his
      or her Excess Contributions allocated to him or her as an amount distributed
      to
      the Participant and then contributed by the Participant to the Plan.
      Recharacterized amounts will remain nonforfeitable and subject to the same
      distribution requirements as Elective Deferrals. Amounts may not be
      recharacterized by a Highly Compensated Employee to the extent that such amount
      in combination with other Employee contributions made by that Employee would
      exceed any stated limit under the Plan on Voluntary After-tax
      Contributions.

    Recharacterization must occur
      no
      later than two and one-half (21⁄2) months after the last day of the Plan Year for
      which such Excess Contributions arose 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 tax year in which the
      Participant would have received them in cash.

    11.9 Nondiscrimination
      Tests In
      A SIMPLE 401(k) Plan 

    The ADP/ACP Tests described this
      Article XI are treated as satisfied for any Plan Year for which the Employer
      has
      adopted and complied with the provisions of the SIMPLE 401(k) Adoption
      Agreement.

    
      	11.10 
	  	Safe
              Harbor Rules Of Application  
	 
              .(a)  	  	The
              Employer may elect in a cash or deferred adoption agreement to apply
              the
              safe harbor plan  


    

    


     

    
      
         

      

      
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    provisions found in paragraphs
      11.10
      through 11.17. Except as otherwise permitted, an Employer must elect the Safe
      Harbor Plan provisions and must satisfy the notice requirements of paragraph
      11.16 prior to the beginning of the Plan Year to which the Safe Harbor
      provisions will be applied. The Employer must apply the Safe Harbor provisions
      for the entire Plan Year, including any short Plan Year. An Employer who elects
      in the Adoption Agreement and operationally satisfies the Safe Harbor provisions
      of paragraphs 11.10 through   .11.17 is not subject to the
      nondiscrimination requirements of 11.2. An Employer who elects to provide
      additional Matching Contributions as set forth in paragraph 11.14 will be
      subject to the nondiscrimination provisions of paragraph 11.6, unless the
      additional Matching Contributions satisfy the ACP test safe harbor provisions
      in
      paragraph 11.14.

      .(b) The Employer may
      elect in
      the Adoption Agreement either to make a Safe Harbor Non-Elective Contribution
      on
      behalf of each eligible Employee who is eligible to participate in the Plan,
      or
      to make a Safe Harbor Matching Contribution on behalf of each eligible Employee
      who is eligible to participate in the Plan and who is making Elective
      Deferrals.

      .(c) The Safe Harbor
      Non-Elective Contribution will be made on behalf of each eligible Employee
      who
      is eligible to participate in the Plan equal to at least 3% of the Employee’s
      Compensation.   .(d) The Safe Harbor Matching Contribution shall be
      made
      under the Basic Matching Formula or an Enhanced Matching Formula as described
      below.

      .(e) A Plan intending
      to
      satisfy the requirements of Code Sections 401(k)(12) and 401(m)(11) [a “Safe
      Harbor CODA”] generally must satisfy such requirements, including the notice
      requirement, for the entire Plan Year. See Notice 98-52, 1988-46 I.R.B. 16,
      Notice 2000-3, 2000-4 I.R.B. 413, and Revenue Procedure 2000-29, 2000-6 I.R.B.
      553.

      .(1) Basic
      Matching Contribution Formula -
The Basic Matching
      Formula provides a Matching Contribution on behalf of each eligible Employee
      who
      is making Elective Deferrals to the Plan in an amount equal to 100% of the
      amount of the Employee’s Elective Deferrals that do not exceed 3% of the
      Employee’s Compensation and 50% of the amount of the Employee’s Elective
      Deferrals that exceed 3% of the Employee’s Compensation but do not exceed 5% of
      the Employee’s Compensation. A Plan satisfying the ADP Safe Harbor using the
      Basic Matching Formula automatically satisfies the ACP Test, if no After-tax
      or
      other Matching Contribution is made under the Plan.

      .(2) Enhanced
      Matching Formula
– The Enhanced Matching
      Formula provides a Matching Contribution on behalf of each Eligible Employee
      who
      is making Elective Deferrals to the Plan under a formula, that, at any rate
      of
      Elective Deferrals, provides an aggregate amount of Matching  
      .Contributions at least equal to the aggregate amount of Matching Contributions
      that would have been provided under the Basic Matching Formula. In no event
      shall the aggregate amount of Matching Contributions under an Enhanced Matching
      Formula exceed 6% of an eligible Employee’s Compensation. Under the Enhanced
      Matching Formula, the rate of Matching Contributions may not increase as a
      Participant’s rate of Elective Deferrals increases. A Plan satisfying the ADP
      Safe Harbor using the Enhanced Matching Formula under which Matching
      Contributions made with respect to Elective Deferrals are not made in excess
      of
      6% of the eligible Employee’s Compensation, automatically satisfies the ACP Test
      if no other Matching Contribution is made under the Plan.

      .(3) Additional
      Discretionary Matching Contribution
– An Employer may
      elect
      in the Adoption Agreement for Plan Years [beginning after January 1, 2000]
      to
      provide an additional discretionary Matching Contribution. Any such contribution
      cannot exceed 4% of a Participant’s Compensation. This is a limit on the total
      Matching Contribution formula, and is not a limit on the percentage of
      Compensation which is deferred and taken into account under the matching
      formula.

      .(4) Limitation
      On Matching Contributions To Highly
      Compensated Employees –The
      Matching
      Contribution requirement will not be satisfied if, at any rate of Elective
      Deferrals, the rate of Matching Contributions that would apply with respect
      to
      any Highly Compensated Employee who is making Elective Deferrals under the
      Plan
      is greater than the rate of Matching Contributions that would apply with respect
      to any Non-Highly Compensated Employee who is making Elective Deferrals to
      the
      Plan and who has the same rate of Elective Deferrals.

    
      	11.11 
	  	Safe
              Harbor Definitions  
	 	 	 
	 
              .(a)  	  	“ACP
              Test Safe Harbor”is the method
              described in paragraph 11.14 for satisfying the ACP
              Test of Code Section
              401(m)(2).
 


    

    


     

     

    
      
         

      

      
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    (b)
“ACP
      Test Safe Harbor Matching Contributions”are Matching
      Contributions described in paragraph 11.5.

      .(c) “ADP
      Test Safe Harbor”is the method described
      in paragraph 11.13 for
      satisfying the ADP Test of Code Section 401(k)(3).

      .(d) “ADP
      Test Safe Harbor Contributions”are Matching
      Contributions and Non-Elective Contributions described in paragraph
      11.10.

      .(e) “Compensation”is
      defined in paragraph 1.16 with no dollar
      limit other than the limit imposed by Code Section 401(a)(17) as it applies
      to
      the Compensation of a Non-Highly Compensated Employee. Solely for purposes
      of
      determining the Compensation subject to a Participant’s Salary Deferral
      Agreement, the Employer may use an alternative definition to the one described
      in the preceding sentence, provided such alternate definition is a reasonable
      definition with the meaning of Section 1.414(s) -1(d)(2) of the Regulations,
      and
      permits each Participant to elect sufficient Elective Deferrals to receive
      the
      maximum amount of Matching Contributions (determined using the definition of
      Compensation described in the preceding sentence) available to the Participant
      under this Plan.

      .(f) “Eligible
      Employee” means an Employee
      eligible to make Elective
      Deferrals under the Plan for any part of the Plan Year or who would be eligible
      to make Elective Deferrals but for a suspension due to a Hardship distribution
      described in paragraph 6.9 of the Plan or to statutory limitations, such as
      Code
      Sections 402(g) and 415.

      .(g) “Matching
      Contributions”are contributions
      made by the Employer on
      account of an Eligible Employee’s Elective Deferrals.

    
      	11.12 
	  	Required
              Restrictions On Safe Harbor
              Contributions  
	 
              .(a)  	  	Safe
              Harbor
              Matching Contributions and Safe Harbor Non-Elective Contributions are
              Matching  


    

    


    and Non-Elective Contributions
      respectively, that are:

      .(1) nonforfeitable
      within
      the meaning of Treasury Regulations Section 1.401(k)-1(c),

      .(2) are subject to
      the
      distribution restrictions of Code Section 401(k)(2)(B) and Treasury Regulations
      Section 1.401(k)-1(d), and
 
      .(3) used to satisfy the Safe Harbor
      Contribution requirements.

      .(b) Pursuant to Code
      Section 401(k)(2)(B) and Treasury Regulations Section 1.401(k)-1(d), such

    contributions (and earnings thereon)
      must not be distributable earlier than separation from Service, death,
      Disability, an event described in Code Section 401(k)(10), or in the case of
      a
      profit-sharing or stock bonus plan, the attainment of age 591⁄2. Pursuant to Code
      Section 401(k)(2)(B) and Treasury Regulations Section 1.401(k) -1(d)(2)(ii),
      these contributions shall not be eligible for distribution for reasons of
      Hardship. A Plan electing to use either of the Safe Harbor Matching or the
      Non-Elective Contribution provisions shall not require that an Employee be
      employed on the last day of the Plan Year or impose an hourly requirement in
      order for the Employee to be eligible to receive a Safe Harbor Non-Elective
      Contribution or a Safe Harbor Matching Contribution.

      .(c) Such contributions
      must
      satisfy the ADP Test Safe Harbor without regard to permitted disparity under
      Code Section 401(l).

      .(d) Safe Harbor Matching
      or
      Non-Elective Contributions cannot be used to satisfy the Safe Harbor
      Contribution requirements with respect to more than one (1) Plan.

      .(e) A Plan will fail
      to
      satisfy the ADP Test Safe Harbor or the ACP Test Safe Harbor for a Plan Year
      unless the Plan Year is twelve (12) months in duration or in the case of the
      first Plan Year of a newly established Plan (other than a successor Plan),
      the
      Plan Year is at least three (3) months in duration (or any shorter period in
      the
      case of a newly established Employer that establishes the Plan as soon as
      administratively feasible after the Employer came into existence). If the
      Employer amends an existing Defined Contribution Plan to offer the Safe Harbor
      provisions, the 401(k) arrangement of the Plan must be at least three (3) months
      in duration.

      .(f) If the Safe Harbor
      provisions are an amendment and restatement of an existing Plan, any
      contributions made prior to the adoption of the Safe Harbor provisions which
      are
      subject to a vesting schedule will continue to vest according to the vesting
      schedule in effect prior to the amendment or restatement of the Plan.

    11.13 ADP Test Safe
      Harbor

     

    
      
         

      

      
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      .(a) The Employer may
      elect in
      the Adoption Agreement to make Basic Safe Harbor Matching Contributions,
      Enhanced Safe Harbor Matching Contributions or Safe Harbor Non-Elective
      Contributions.   .(b) Notwithstanding the requirement in (a) above that
      the
      Employer make the ADP Test Safe Harbor Contributions to the Defined Contribution
      Plan indicated in the Adoption Agreement, such contributions will not be made
      to
      this Plan unless the requirements of paragraph 11.17 are met.

    11.14 ACP Test Safe Harbor
      

    The Employer maintaining a 401(k)
      Plan may elect in the Adoption Agreement to make additional Matching
      Contributions in addition to the Safe Harbor Matching Contributions made to
      the
      Plan. These additional Matching Contributions may be subject to the ACP Test
      Safe Harbor requirements instead of testing the contributions under paragraph
      11.2. If the Employer elects using the current year testing method to test
      the
      additional Matching Contributions for nondiscrimination as set forth in
      paragraph 11.2, the ACP Test Safe Harbor will be satisfied if the following
      conditions are met:   .(a) no Matching Contribution may be made with
      respect to a Participant’s Elective Deferrals and/or Voluntary After-tax
      Contributions which exceed 6% of Compensation;   .(b) the amount of
      any
      discretionary Matching Contribution made after the 1999 Plan Year may not exceed
      4% of the Participant’s Compensation;   .(c) the rate of Matching
      Contributions made to the Plan may not increase as the rate of Elective
      Deferrals increase;   .(d) no Highly Compensated Employee may receive
      a
      greater rate of match than a Non-Highly Compensated Employee; and  
      .(e)
      the Employer must elect in the Adoption Agreement the vesting schedule
      distribution restrictions and eligibility to receive an allocation of these
      additional Matching Contributions.

    11.15 Safe Harbor
      Status

    The Employer may amend a
      profit-sharing or 401(k) plan during a Plan Year to comply with the Safe Harbor
      provisions of this Article for the Plan Year. In order to comply with these
      provisions, the Employer must:

      .(a) use the current
      year
      testing method;

      .(b) amend the Plan
      to add
      the Safe Harbor provisions no later than thirty (30) days prior to the end
      of
      the Plan Year and apply the Safe
      Harbor provisions for the entire Plan Year;
  .(c) satisfy
      the Safe Harbor
      contribution requirements using the Safe Harbor Non-Elective Contribution;
        .(d) provide the Safe Harbor notice to Participants prior to the
      beginning of the Plan Year for which the Plan amendment applies which indicates
      the Employer will provide Basic or Enhanced Matching Contributions or indicates
      that the Employer may later amend the Plan to comply with the Safe Harbor
      provisions by use of the Safe Harbor Non-Elective Contribution;   .(e)
      provide an additional notice to Participants at least thirty (30) days prior
      to
      the end of the Plan Year only in the case of Safe Harbor Non-Elective
      Contribution advising Participants of the amendment; and (f)
      actually provide the notice described in (e) above, should the
      Employer amend the Plan to comply with the Safe Harbor
      requirements.

    A
      Safe Harbor 401(k) Plan may be amended
      during a Plan Year to reduce or entirely eliminate on a prospective basis any
      safe harbor contribution which is either a Basic or Enhanced Matching
      Contribution conditioned on the Employer providing a notice to the Participants
      which explains the effect of the amendment and specifies the following:  
      .(g) informs the Participants they will have the opportunity to amend their
      Salary Deferral Agreements;

      .(h) the effective
      date of
      the amendment is specified;

      .(i) Participants are
      given
      the opportunity prior to the effective date of the amendment to amend
      their

    Salary Deferral Agreement;
      and

      .(j) the amendment to
      the Plan
      does not take effect until the later of thirty (30) days after the notice of
      the
      amendment is provided to the Participant or the date the Employer adopts the
      amendment.

     

    
      
         

      

      
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    An Employer who amends a Safe
      Harbor
      Plan to either reduce or eliminate the Safe Harbor Matching Contribution under
      this paragraph or terminates the Plan during the Plan Year, must continue to
      comply with all of the Safe Harbor requirements of this paragraph until the
      amendment or Plan termination becomes effective. The Plan must continue to
      use
      the current year testing method for the entire Plan Year and satisfy the
      nondiscrimination test under paragraph 11.2, and if applicable the
      nondiscrimination tests under paragraph 11.6.

    11.16 Safe Harbor Notice
      Requirement

    The notice requirement is satisfied
      if each Eligible Employee is given an annual written notice of the Employee’s
      rights and obligations under the Plan and the notice provided to the Employee
      satisfies the content requirement and the timing requirement mandated under
      IRS
      Notices 98-52 and 2000-3.

      .(a) The notice shall
      be
      sufficiently accurate and comprehensive to inform the Employee of the Employee’s
      rights and obligations under the Plan and written in a manner calculated to
      be
      understood by the average Employee eligible to participate in the Plan. The
      notice shall accurately describe:   .(1) the Safe Harbor Matching or
      Non-Elective Contribution Formula (including a description of the levels of
      Matching Contributions, if any, available under the Plan);   .(2) any
      other
      contributions under the Plan (including the potential for discretionary Matching
      Contributions) and the conditions under which such contributions are made;
        .(3) the Plan to which the Safe Harbor Contributions will be made
      (if
      different than the Plan containing the cash or deferred arrangement);

      .(4) the type and amount
      of
      Compensation that may be deferred under the Plan;

      .(5) how to make cash
      or
      deferred elections, including any administrative requirements that apply to
      such
elections;
 
      .(6) the periods available under the Plan for making cash or
      deferred elections; and

      .(7) withdrawal and
      vesting
      provisions applicable to contributions under the Plan.

      .(b) If the notice
      is
      provided to eligible Employees within a reasonable period before the beginning
      of each Plan Year (or in the
      Plan
      Year an Employee becomes eligible within a reasonable period before the Employee
      becomes eligible), the Plan shall satisfy the Safe Harbor notice requirements.
      Notwithstanding the foregoing general rule, a notice shall only be deemed to
      be
      provided in timely manner if the notice is provided to each Employee who is
      eligible to participate in the Plan for the Plan Year at least thirty (30)
      days
      [and no more than ninety (90) days] before the beginning of the Plan Year.
      If an
      Employee does not receive the notice because he or she only becomes eligible
      to
      participate in the Plan after the ninetieth day before the beginning of the
      Plan
      Year, the requirement to give the notice will be satisfied if the notice is
      provided not more than ninety (90) days before the Employee becomes eligible
      to
      participate, but in no event later than the date the Employee becomes eligible.
      The preceding sentence shall apply in the case of any Employee eligible for
      the
      first Plan Year in which an Employee becomes eligible under an existing Code
      Section 401(k) cash or deferred arrangement.

      .(c) The Plan may provide
      the
      Safe Harbor notice in writing or by electronic means. If provided
      electronically, the notice must be no less understandable than a written paper
      document and at the time of delivery of the electronic notice, the Employee
      is
      advised that he or she may request to receive the notice in writing at no
      additional charge. Supplemental notices may also be given electronically under
      the same conditions.

      .(d) The Plan may also
      comply
      with the notice requirements by use of the Summary Plan Description. The Safe
      Harbor notice must cross-reference the applicable sections in the Summary Plan
      Description. The information which may be contained in the Summary Plan
      Description, as well as the notice, is the Safe Harbor Contribution Formula,
      including a description of the levels of Matching Contributions, if any, how
      to
      make Salary Deferral elections, including any administrative requirements that
      apply to such elections, and the periods available under the Plan for making
      deferral elections.

    
      	11.17 
                  	Satisfying Safe
              Harbor
              Contribution Requirements Under Another Defined Contribution
              Plan
	 


    

    (a) General
      Requirements - A
      Safe Harbor Matching or Non-Elective Contribution may bemade to this Plan or to another Defined Contribution
      Plan
      maintained by the Employer that satisfies Code Sections 401(a) or 403(a). The
      Employer electing this option shall do so by identifying the plan that makes
      the
      Safe Harbor

     

    
      
         

      

      
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    Contribution
      in the Adoption Agreement. If the
      Safe Harbor Contributions are made to another Defined Contribution Plan, the
      Safe Harbor Contribution requirements must be satisfied in the same manner
      as if
      the contributions were being made to this Plan. A Safe Harbor Contribution
      made
      to another Defined Contribution Plan shall not satisfy this Safe Harbor
      requirement unless each Employee eligible to participate in this Plan is
      eligible to participate in the other Defined Contribution Plan under the same
      terms and conditions.

      .(b) Same
      Plan Year
      Requirement–
      In order to satisfy the
      Safe Harbor Contribution requirements, this Plan and the other Defined
      Contribution Plan to which the Safe Harbor Contribution is to be made must
      have
      the same Plan Year.

      .(c) Aggregation
      And Disaggregation
      Rules - The rules that
      apply for purposes of aggregating and disaggregating cash or deferred
      arrangement and Plans under Code Sections 401(k) and 401(m) also apply for
      purposes of Code Sections 401(k)(12) and 401(m)(11), respectively. All cash
      or
      deferred arrangements included in a Plan are treated as a single cash or
      deferred arrangement that must satisfy the Safe Harbor Contribution and notice
      requirements. Moreover, two (2) Plans within the meaning of Regulations Section
      1.410(b) -7(b) that are treated as a single Plan pursuant to the permissive
      aggregation rules of Treasury Regulations 1.410(b) -7(d) are treated as a single
      Plan for purposes of the Safe Harbor requirements. Conversely, a Plan [within
      the meaning of Code Section 414(l)] that includes a cash or deferred arrangement
      covering both collectively bargained employees and noncollectively bargained
      employees is treated as two (2) separate Plans for purposes of Code Section
      401(k), and the ADP Safe Harbor need not be satisfied with respect to both
      Plans
      in order for one (1) of the Plans to take advantage of the ADP Test Safe Harbor.
      Similarly, if, pursuant to Code Section 410(b)(4)(B), an Employer applies Code
      Section 410(b) separately to the portion of the Plan [within the meaning of
      Code
      Section 414(l)] that benefits only Employees who satisfy age and Service
      conditions under the Plan that are lower than the greatest minimum age and
      Service conditions permitted under Code Section 410(a), the Plan is treated
      as
      two (2) separate Plans for purposes of Code Section 401(k), and the ADP Test
      Safe Harbor need not be satisfied with respect to both plans in order for one
      (1) of the Plans to take advantage of the ADP Test Safe Harbor.

    ARTICLE
      XII 

    
ADMINISTRATION

    12.1 Plan Administrator
      

    Unless otherwise provided in a
      separate Trust agreement, the Plan shall be administered by the Plan
      Administrator who shall have the authority to enforce the Plan on behalf of
      any
      persons having or claiming any interest under the Plan and who shall be
      responsible for the operation of the Plan in accordance with its terms. The
      Plan
      Administrator shall be the “named fiduciary” for purposes of ERISA Section
      402(a)(2) with the sole authority to control and manage the operation and
      administration of the Plan, and will be responsible for complying with the
      reporting and disclosure requirements of Part 1 of Subtitle B of Title I of
      ERISA and agent for service of legal process with respect to the Plan. The
      Plan
      Administrator shall determine by rules of uniform application all questions
      arising out of the administration, interpretation and application of the Plan
      which determination(s) shall be conclusive and binding on all parties. The
      Employer will serve as Plan Administrator unless an individual or other entity
      (excluding the Trustee or Custodian, unless they are the Employer sponsoring
      the
      Plan) is named to serve in such capacity. The Plan Administrator may appoint
      or
      allocate the duties of the Plan Administrator among several individuals or
      entities. The Plan Administrator’s duties shall include:

      .(a) appointing the Plan’s
      attorney, accountant, Service Provider, actuary, Trustee, Custodian, investment
      manager, or any other party needed to administer the Plan;

      .(b) directing the
      appropriate party with respect to payments from the Trust;

     

      .(c) communicating
      with
      Employees regarding their participation and benefits under the Plan,
including the administration
      of
      all claims procedures;

      .(d) maintaining all
      necessary
      records for the administration of the Plan, antidiscrimination testing, and
      filing any returns and reports with the Internal Revenue Service, Department
      of
      Labor, or any other governmental agency;

     

    
      
         

      

      
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      .(e) reviewing and approving
      any financial reports, investment reviews, or other reports prepared by any
      party appointed by the Employer under paragraph (a);   .(f) establishing
      a
      funding policy and investment objectives consistent with the purposes of the
      Plan and ERISA;   .(g) construing and resolving any question of Plan
      interpretation and questions of fact. The Plan Administrator’s interpretation of
      Plan provisions and resolution of questions of facts including eligibility
      and
      amount of benefits under the Plan is final and unless it can be shown to be
      arbitrary and capricious, will not be subject to “de novo” review;   .(h)
      monitoring the activities of the Trustee and the performance of, and making
      changes when necessary to, the portfolio of the Plan;   .(i) obtaining
      a
      legal determination of the qualified status of all domestic relations orders
      and
      complying with the requirements of the law with regard thereto;   .(j)
      administering the loan program including ensuring that any and all loans made
      by
      the Plan are in compliance with the requirements of the Internal Revenue Code
      and the Regulations issued thereunder, and the Regulations issued by the
      Department of Labor;   .(k) determining from the records of the Employer,
      the Compensation, Service, records, status, and the other facts regarding
      Participants and Employees;   .(l) to the extent provided in the Adoption
      Agreement, directing the Trustee or Custodian with respect to the investments,
      in the Plan Administrator’s capacity as named fiduciary; and   .(m) the
      right to employ others, including legal counsel who may, but need not, be
      counsel to the Employer, to render advice regarding any questions which may
      arise with respect to its rights, duties and responsibilities under the Plan,
      and may rely upon the opinions or certificates of any such person.

    12.2 Persons Serving As
      Plan
      Administrator 

    Unless otherwise provided in a
      separate Trust agreement, if the Employer is no longer in existence, and the
      Plan or the Employer does not specify the person to take an action or otherwise
      serve in the place of the Employer in connection with the operation of the
      Plan,
      the Plan Administrator shall so act or serve, but if there is no person serving
      as Plan Administrator, then a successor shall be designated in writing by a
      majority of Participants whose accounts under the Plan have not yet been fully
      distributed at such time. A majority of the legally competent Beneficiaries
      of a
      deceased Participant then entitled to receive benefits may exercise the deceased
      Participant’s rights to participate in that designation and shall be considered
      for that purpose to be one Participant, in the Participant’s place.

    12.3 Action By
      Employer

    Action by the Employer under the
      Plan
      shall be carried out by the sole proprietor, if the Employer is a sole
      proprietorship, by a general partner of the Employer, if the Employer is a
      partnership, or by the board of directors or a duly authorized officer of the
      Employer, if the Employer is a corporation. If the Employer is no longer in
      existence, and the Plan does not specify the person to take an action, or
      otherwise serve in the place of the Employer, in connection with the operation
      of the Plan, the Plan Administrator shall so act or serve, but if there is
      no
      person serving as Plan Administrator, such action shall be taken by a person
      selected following the approach referred to in paragraph 12.2. The
      Trustee/Custodian shall have, and assume, no responsibility for inquiring into
      the authority of any person purporting to act on behalf of an
      Employer.

    12.4 Responsibilities
      Of The
      Parties

    Unless otherwise provided in a
      separate Trust agreement:

      .(a) The Employer and
      the Plan
      Administrator shall cooperate with each other in all respects, including the
      provision to each other of records and other information relating to the Plan,
      as may be necessary or appropriate for the proper operation of the Plan or
      as
      may be required under the Code or ERISA.   .(b) The Plan Administrator
      may
      delegate in writing all or any part of the Plan Administrator’s responsibilities
      under the Plan to agents or others by written agreement communicated to the
      delegate and to the Employer or, if the Employer is no longer in existence,
      to
      such person or persons selected following the approach in paragraph 12.2 and,
      in
      the same manner, may revoke any such delegation of responsibility. Any action
      of
      a delegate in the exercise of such delegated responsibilities shall have the
      same force and 

     

    
      
         

      

      
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    effect for all purposes as if
      such
      action had been taken by the Plan Administrator. The delegate shall have the
      right, in such person’s sole discretion, by written instrument delivered to the
      Plan Administrator, to reject and refuse to exercise any such delegated
      authority. The Trustee/Custodian need not act on instructions of such a delegate
      despite any knowledge of such delegation, but may require the Plan Administrator
      to give the Trustee/Custodian all instructions necessary under the
      Plan.

    12.5 Allocation Of Investment
      Responsibility 

    Unless otherwise provided in a
      separate Trust agreement, responsibility with respect to the investment of
      the
      Trust shall as elected in the Adoption Agreement. The amounts allocated to
      Participants’ accounts shall be invested by the Trustee or Custodian pursuant to
      the elections in the Adoption Agreement, Articles XII and XIII as applicable,
      and in accordance with investment directions from authorized parties as provided
      hereunder.

    12.6 Appointment Of Investment
      Manager 

    Unless otherwise provided in a
      separate Trust agreement, the appointment of an investment manager shall be
      made
      in accordance with this Article. If an investment manager is appointed, such
      entity or individual must be registered as an investment manager under the
      Investment Advisors Act of 1940 or under applicable state law, meet the
      requirements of ERISA Section 3(38) or be a bank as defined in said Act or
      an
      insurance company qualified under the laws of more than one state to perform
      investment management services. An investment manager shall acknowledge in
      writing its appointment and fiduciary status hereunder and shall agree to comply
      with all applicable provisions of this document. The investment manager shall
      have the investment powers granted the Trustee in paragraph 13.8 except to
      the
      extent the investment manager’s powers are limited by the investment management
      agreement. A copy of the investment management agreement (and any modifications
      or termination thereof) must be provided to the Trustee or Custodian. Written
      notice of each appointment of an investment manager shall be given to the
      Trustee or Custodian in advance of the effective date of the appointment. Such
      notice or agreement shall specify what portion of the Trust Fund will be subject
      to the investment manager’s discretion.

    12.7 Participant Investment
      Direction

    Unless otherwise provided in a
      separate Trust agreement, and if elected by the Employer in the Adoption
      Agreement, Participants shall be given the option to direct the investment
      of
      such part of their account balances as specified therein. The Employer or the
      Named Investment Fiduciary from time to time shall select the investments to
      be
      made available, including the appointment of any investment manager who meets
      the requirements of ERISA Section 3(38) to manage the assets of any
      Participant’s account. The Employer or the Named Investment Fiduciary,
      independent of the Trustee, shall be responsible for reviewing the performance
      of such investments. The following administrative procedures shall apply to
      the
      administration of investments selected by the Employer or the Employer’s
      designated fiduciary:

    
      	(a) 
                  	The Plan Administrator
              shall
              administer the program.
	 
	(b) 
                  	At the time an Employee
              becomes eligible for the Plan, he or she shall provide the Plan
              Administrator an investment designation stating the percentage of his
              or
              her contributions to be invested in the available investments.
	 


    

      .(c) A Participant may change
      his or
      her election with respect to future contributions by notifying the Employer,
      Trustee/Custodian or other Service Provider, as they shall mutually agree,
      in
      accordance with the procedures established by the Plan Administrator.  
      .(d) A Participant may transfer or exchange his or her balance from one
      investment alternative to another by notifying the Employer, Trustee/Custodian
      or other Service Provider, as they shall mutually agree, in accordance with
      the
      procedures established by the Plan Administrator.

      .(e) The investment alternatives
      offered under the Plan may be limited in a uniform 

     

    
      
         

      

      
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    and nondiscriminatory manner. Investments
      may be restricted to specific investment alternatives selected, including but
      not limited to, certain mutual funds, investment contracts, collective funds
      or
      deposit accounts. If investments outside the alternatives selected are
      permitted, Participants may not direct that investments be made in collectibles
      other than U.S. Government or state issued gold and silver coins.  
      .(f)
      The Plan Administrator may permit, in a uniform and nondiscriminatory manner,
      a
      Beneficiary of a deceased Participant or alternate payee under a Qualified
      Domestic Relations Order [as defined in Code Section 414(p)] to individually
      direct their account in accordance with this paragraph.

      .(g) Investment directions will
      be
      processed as soon as administratively practicable after proper investment
      directions are received from the Participant. The Employer, Plan Administrator,
      Service Provider, Trustee and/or Custodian cannot provide any guarantee of
      the
      timing of processing of any investment directive. The Employer, Plan
      Administrator, Service Provider, Trustee and/or Custodian reserve the right
      not
      to value an investment alternative or a Participant’s account on any given
      Valuation Date for any reason deemed appropriate by the Employer or Plan
      Administrator. The Employer, Plan Administrator, Service Provider, Trustee
      and/or Custodian further reserve the right to delay the processing of any
      investment transaction for any legitimate business reason including but not
      limited to failure of systems or computer programs, failure of the means of
      the
      transmission of data, force majeure, the failure of a Service Provider to timely
      receive values or prices, to correct its errors or omissions or the errors
      or
      omissions of any Service Provider.

      .(h) Notwithstanding the foregoing,
      and regardless of a Participant’s authority to direct the investment of assets
      allocated to his or her account, the Named Investment Fiduciary is authorized
      and empowered to direct the Trustee to invest funds in short term investments
      pending other investment instructions by the Plan Administrator.

    12.8 Application Of ERISA Section
      404(c)

    Unless otherwise provided in a separate
      Trust agreement, if elected by the Employer in the Adoption Agreement, all
      Participant accounts under the Plan shall be invested as elected by each
      Participant in a broad range of investment options made available from time
      to
      time by the Employer for this purpose. If the Employer further elects that
      the
      Plan is intended to qualify as an “ERISA Section 404(c) Plan” within the meaning
      of Regulations issued pursuant to such section, Participants shall have the
      opportunity, at least once in any three (3) month period, to give investment
      instructions (with an opportunity to obtain written confirmation of such
      instructions) as to the investment of contributions made on his or her behalf
      among the available investment options. The Plan Administrator shall be
      obligated to comply with such instructions except as otherwise provided in
      the
      Regulations issued under ERISA Section 404(c).

    The Plan Administrator will provide or
      will
      make arrangement to provide each Participant with a description of the
      investment alternatives available under the Plan; and with respect to each
      designated investment alternative, a general description of the investments
      objectives, risk and return characteristics of each alternative, including
      information relating to the type and diversification of assets comprising the
      investment portfolio.

     

    
      
         

      

      
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    The Plan Administrator by separate document
      may prescribe the form and the manner in which such direction shall be made,
      as
      well as the frequency with which such directions may be made or changed and
      the
      dates as of which they shall be effective, in a manner consistent with the
      foregoing. The Plan Administrator (or a person or entity so designated by the
      Employer) shall be the fiduciary identified to furnish the information as
      contemplated by ERISA Section 404(c), but may designate on its behalf another
      person or entity to provide such information or to perform any of the
      obligations of the Plan Administrator under this paragraph.

    Except as otherwise provided in this Basic
      Plan Document #01, the Trustee, Custodian, the Employer, or any fiduciary of
      the
      Plan shall not be liable to the Participant or any of his or her Beneficiaries
      for any loss resulting from action taken at the direction of the Participant.
      All fiduciaries of the Plan shall be relieved of their fiduciary liability
      with
      respect to the Participant directing his or her investments pursuant to ERISA
      Section 404(c) if elected by the Employer in the Adoption Agreement of its
      intention to comply with ERISA Section 404(c).

    Any costs and expenses related to compliance
      with the Participant’s directions shall be borne by the Participant’s directed
      account, unless paid by the Employer.

    12.9 Participant Loans


    Unless otherwise provided in a separate
      Trust agreement, if permitted by the Employer in the Adoption Agreement, a
      Plan
      Participant and Beneficiaries who are parties-in-interest as defined in ERISA
      Section 3(14) may make application to the Plan Administrator requesting a loan
      from the Plan. The Plan Administrator shall have the sole right to approve
      or
      deny a Participant’s application provided that loans shall be made available to
      all Participants on a reasonably equivalent basis. Loans shall not be made
      available to Highly Compensated Employees in an amount greater than the amount
      made available to other Participants. Any loan granted under the Plan shall
      be
      made in accordance with the terms of a written loan policy adopted by the
      Employer which is hereby incorporated by reference and made a part of this
      Basic
      Plan Document #01. The loan policy may be amended in writing from time to time
      without the necessity of amending this paragraph and shall be subject to the
      following rules to the extent such rules are not inconsistent with such loan
      policy.

    
      	(a) 
                  	No loan, when aggregated
              with
              any outstanding loan(s) to the Participant, shall exceed the lesser
              of (i)
              $50,000 reduced by the excess, if any, of the Participant’s highest
              outstanding balance of all loans on any day during the one (1) year
              period
              ending on the day before the loan is made, over the outstanding balance
              of
              loans from the Plan on the date the Participant’s loan is made or (ii)
              one-half of the fair market value of the Participant’s Vested Account
              Balance
              consisting of contributions as specified in the loan policy. An election
              may be made in the loan policy, that if the Participant’s Vested Account
              Balance is $20,000 or less, the maximum loan shall not exceed the lesser
              of $10,000 or 100% of the Participant’s Vested Account Balance. For the
              purpose of the above limitation, all loans from all plans of the Employer
              and other members of a group of employers described in Code Sections
              414(b), 414(c), and 414(m) are aggregated. An assignment or pledge
              of any
              portion of the Participant’s interest in the Plan and a loan, pledge, or
              assignment with respect to any insurance contract purchased under the
              Plan, will be treated as a loan under
	 


    

     

    
      
         

      

      
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      	 	this paragraph.
	 
	(b) 
                  	All applications must
              be in
              accordance with procedures adopted by the Plan Administrator.
	 
	(c) 
                  	Any loan shall bear interest
              at a rate reasonable at the time of application, considering the purpose
              of the loan and the rate being charged by representative commercial
              banks
              in the local area for a similar loan unless the Plan Administrator
              sets
              forth a different method for determining loan interest rates in its
              written loan procedures. The loan agreement shall also
              provide that the payment of principal and interest be amortized in
              level
              payments not less frequently than
              quarterly.


    

    
      	(d) 
                  	The term of such loan
              shall
              not exceed a period of five (5) years except in the case of a loan
              for the
              purpose of acquiring any house, apartment, condominium, or mobile home
              that is used or is to be used within a
	 


    

    
      	(d) 
                  	The term of such loan
              shall
              not exceed a period of five (5) years except in the case of a loan
              for the
              purpose of acquiring any house, apartment, condominium, or mobile home
              that is used or is to be used within areasonable time
              as the principal residence of the Participant. The Plan Administrator
              in
              accordance with the Plan’s loan policy
              shall determine the term of such
              loan.


    

     

    
      	(e) 
                  	The principal and interest
              paid by a Participant on his or her loan shall be credited to the Plan
              in
              the same manner as for any other Plan investment. Unless otherwise
              provided in the loan policy, loans will be treated as segregated
              investments of the individual Participant on whose behalf the loan
              was
              made. This provision is not available if its election will result in
              discrimination in the operation of the Plan.
	 
	(f) 
                  	If the Plan Administrator
              approves a Participant’s loan request, it shall be evidenced by a note,
              loan agreement, and assignment of up to 50% of his or her interest
              in the
              Trust as collateral for the loan.
	 


    

    TheParticipant,
      except in the case of a profit-sharing plan satisfying the requirements of
      paragraph 8.7, must obtain the consent of his or her Spouse, if any, within
      the
      ninety (90) day period before the time his or her account balance is used as
      security for the loan. A new consent is required if the account balance is
      used
      for any renegotiation, extension, renewal or other revision of the loan,
      including an increase in the loan amount. The consent must be written, must
      acknowledge the effect of the loan, and must be witnessed by a Plan
      representative or notary public. Such consent shall subsequently be binding
      with
      respect to the consenting Spouse or any subsequent Spouse.

     

    
      	(g) 
                  	
              If a valid Spousal
                consent
                has been obtained in accordance with (f), then, notwithstanding any
                other
                provision of this Plan, the portion of the Participant’s Vested Account
                Balance used as a security interest held by the Plan by reason of
                a loan
                outstanding to the Participant shall be taken into account for purposes
                of
                determining the amount of the account balance payable at the time
                of death
                or distribution, but only if the reduction is used as
                repayment of the loan. If less than 100% of the Participant’s Vested
                Account Balance (determined without regard to the preceding sentence)
                is
                payable to the surviving Spouse, then the account balance shall be
                adjusted by first reducing the Vested Account Balance by the amount
                of the
                security used as repayment of the loan, and then determining the
                benefit
                payable to the surviving Spouse.

            


    

     

    
      	(h) 
                  	Any loan made hereunder
              shall
              be subject to the provisions of a loan agreement, promissory note,
              security agreement, payroll withholding authorization and, if applicable,
              financial disclosure. Such documentation may contain additional loan
              terms
              and conditions not specifically itemized in this section provided that
              such terms and conditions
              do not conflict with this section. Such additional terms and conditions
              may include, but are not limited to, procedures regarding default,
              a grace
              period for missed payments, and acceleration of a loan’s maturity date on
              specific events such as termination of employment.
	 


    

    
      	(i) 
                  	No loans will be made
              to
              Owner-Employees or Shareholder Employees, unless the Employer obtains
              a
              prohibited transaction exemption from the Department of Labor.
	 


    

     

    
      
         

      

      
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      	(j) 
                  	Liquidation of a Participant’s
              assets for the purpose of the loan will be allocated on a pro-rata
              basis
              across all the investment alternatives in a Participant’s account, unless
              otherwise specified by the Participant, Plan Administrator, or the
              Plan’s
              loan policy.
	 
	(k) 
                  	If a request for a loan
              is
              approved by the Plan Administrator, funds shall be withdrawn from the
              recordkeeping subaccounts specified by the Participant or in the absence
              of such a specification, from the recordkeeping subaccounts in the
              order
              specified in the loan policy.
	 
	(l) 
                  	If a Plan permits loans
              to
              Participants, the Trustee/Custodian may appoint the Employer as its
              agent,
              and if the Employer accepts such appointment, agree to hold all notes
              and
              other evidence of any loans made to Participants. If provided in the
              loan
              policy, the Plan Administrator may also require additional collateral
              in
              order to adequately secure the loan. The Employer
              shall hold such notes and evidence under such conditions of safekeeping
              as
              is prudent and as required by ERISA. The Trustee/Custodian may account
              for
              all loans in the aggregate so that all Participant loans will be shown
              collectively as a single asset of the
              Plan.


    

    (m) Unless otherwise elected in the Adoption
      Agreement, loan payments will be suspended under this Plan as permitted under
      Code Section 414(u).

    12.10 Insurance
      Policies

    Unless otherwise provided in a separate
      Trust agreement, if elected by the Employer in the Adoption Agreement and agreed
      to by the Trustee or Custodian, Participants may purchase life insurance
      policies under the Plan. Any life insurance premium paid for any Participant
      out
      of the Employer contributions will be made on behalf of the Participant unless
      the amount of such payment, plus all premiums previously paid on behalf of
      such
      Participant is (a) with respect to ordinary life insurance policies, less than
      fifty percent (50%) of the Employer Contributions and forfeitures allocated
      to
      the Participant’s account determined on the date the premium is paid, (b) with
      respect to term and universal life policies, less than twenty-five percent
      (25%)
      of such allocation amounts, or (c) a combination of ordinary life and term
      and/or universal life insurance policies are purchased, the sum of the term
      and
      universal life insurance premiums plus one-half of the ordinary life premiums
      may not exceed twenty-five percent (25%) of such amounts allocated. Dividends
      received on life insurance policies shall be considered a reduction of premiums
      paid in such computations. If the Plan established is a profit sharing plan,
      the
      incidental insurance benefit requirement is not applicable if the Plan purchases
      life insurance benefits from only Employer contributions which have been
      allocated to the Participant’s account for at least two years.

    
      	(a) 
                  	The Named Investment
              Fiduciary
              or its agent shall select the insurance company and the policy and
              direct
              the Trustee (or Custodian) as to the purchase of the insurance contract.
              Such direction shall include but not be limited to the term, price
              and the
              insurance company from which the policy should be purchased.
	 
	(b) 
                  	The Trustee, if the Plan
              is
              trusteed, or Custodian, if the Plan has a custodial account, shall
              apply
              for and will be the owner of any insurance contract and named beneficiary
              of any policies purchased under the terms of this Plan. The insurance
              contract(s) must provide that proceeds will be payable to the Trustee
              (or
              Custodian, if applicable), however the Trustee (or Custodian) shall
              be
              required to pay over all the proceeds of the contract(s) to the
              Participant’s designated Beneficiary in accordance with the distributions
              provisions
	 


    

     

    
      
         

      

      
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      	 	of this Plan. A Participant’s
              Spouse will be the designated Beneficiary of the proceeds in all
              circumstances unless a qualified election has been made in accordance
              with
              paragraph 8.4, Joint and Survivor Annuity requirements, if applicable.
              Under no circumstances shall the Trust (or custodial account) retain
              any
              part of the proceeds. In the event of any conflict between the terms
              of
              this Basic Plan Document #01 and the terms of any insurance contract
              purchased hereunder, these Plan provisions shall control. The Beneficiary
              of a deceased Participant shall receive, in addition to the proceeds
              of
              the Participant’s policy or policies, the amount credited to such
              Participant’s account.
	 
	(c) 
                  	A Participant who is
              uninsurable or insurable at substandard rates may elect to receive
              a
              reduced amount of insurance, if available, or may waive the purchase
              of
              any insurance.
	 
	(d) 
                  	All dividends or other
              returns
              received on any policy purchased shall be applied to reduce the next
              premium due on such policy, or if no further premium is due, such amount
              shall be credited to the Trust as part of the account of the Participant
              for whom the policy is held.
	 
	(e) 
                  	If Employer contributions
              are
              inadequate to pay all premiums on all insurance policies, the Trustee
              or
              Custodian may, at the option of the Employer, utilize other amounts
              remaining in each Participant’s account to pay the premiums on his or her
              respective policy or policies, allow the policies to lapse, reduce
              the
              policies to a level at which they may be maintained, or borrow against
              the
              policies on a prorated basis, provided that the borrowing does not
              discriminate in favor of the policies on the lives of Highly Compensated
              Employees.
	 
	(f) 
                  	On retirement or termination
              of employment of a Participant, termination of the Plan, or the contract
              would but for the sale, be surrendered by the Plan, the Employer shall
              direct the Trustee or Custodian to surrender the Participant’s policy and
              credit the proceeds to his or her account for distribution under the
              terms
              of the Plan. However, before so doing, the Trustee or Custodian shall
              first offer to transfer ownership of the policy to the Participant.
              Prior
              to such transfer, the Participant may elect to make payment to the
              Trust
              of the cash value of the policy. Such payment shall be credited to
              the
              Participant’s account for distribution under the terms
              of the Plan. All distributions resulting from the application of this
              paragraph shall be subject to the Joint and Survivor Annuity Rules
              of
              Article VIII, if applicable.


    

       .(g) The Employer shall be
      solely responsible to ensure the insurance provisions are administered properly
      and that if there is any conflict between the provisions of this Plan and any
      insurance contracts issued, the terms of this document will control.

      .(h) Notwithstanding the above,
      in
      profit-sharing plans, the limitations imposed herein with respect to the
      purchase of life insurance shall not apply to any Participant who has
      participated in this Plan for five (5) or more years or to the portion of a
      Participant’s Vested Account Balance, that would be eligible for withdrawal
      under paragraph 6.8 whether or not in-service withdrawals are actually allowed
      under the Plan, that has accumulated for at least two (2) Plan Years. No amount
      of Qualified Voluntary Contributions made to the Plan may be used to purchase
      life insurance. In addition, under such Plans, a Participant may, subject to
      the
      limitations set forth in this subparagraph, elect to have keyman life insurance
      purchased on the life of any Participant who is considered essential to the
      success of the Employer’s business. In such case, the proceeds of such a life
      insurance contract in excess of such contract’s cash value as of the date of
      death of such insured shall be paid to the Beneficiaries named with respect
      to
      such contract. Death benefits, including those in the previous sentence, payable
      from a life insurance contract shall be paid in accordance with paragraph 8.7,
      if this Plan meets the 

     

    
      
         

      

      
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    safe harbor provisions in that paragraph,
      or
      in accordance with paragraph 8.2 or 8.3, whichever may be applicable. The cash
      value of the contract shall be added to the Participant’s Vested Account
      Balance.

      .(i) No insurance contract will
      be
      purchased under the Plan unless such contract or a separate definite written
      agreement between the Employer and the insurer provides that no value under
      contracts providing benefits under the Plan or credits determined by the insurer
      (on account of dividends, earnings, or other experience rating credits, or
      surrender or cancellation credits) with respect to such contracts may be paid
      or
      returned to the Employer or diverted to or used for other than the exclusive
      benefit of the Participants or their Beneficiaries. However, any contribution
      made by the Employer because of a mistake of fact must be returned to the
      Employer within one (1) year of the contribution.   .(j) If this Plan
      is
      funded by individual contracts that provide a Participant’s benefit under the
      Plan, such individual contracts shall constitute the Participant’s account
      balance. If this Plan is funded by group contracts, under the group annuity
      or
      group insurance contract, premiums or other consideration received by the
      insurance company must be allocated to Participants’ accounts under the
      Plan.

      .(k) For Plans funded with individual
      or group annuity contracts, no Trustee or Custodian is required to hold the
      assets of the Plan. Accordingly, any references to the Trust, the Trust fund
      or
      the fund collectively refers to any contracts issued by an insurance company
      to
      fund a Plan established under this document.

    12.11 Determination Of Qualified
      Domestic Relations Order (QDRO Or Order) Unless otherwise provided
      in a separate Trust
      agreement, a domestic relations order shall specifically state all of the
      following in order to be deemed a Qualified Domestic Relations Order
      (“QDRO”):

      .(a) The name and last known mailing
      address (if any) of the Participant and of each alternate payee covered by
      the
      QDRO. However, if the QDRO does not specify the current mailing address of
      the
      alternate payee, but the Plan Administrator has independent knowledge of that
      address, the QDRO will still be valid.

      .(b) The dollar amount or percentage
      of the Participant’s benefit to be paid by the Plan to each alternate payee, or
      the manner in which the amount or percentage will be determined.

      .(c) The number of payments
      or
      period for which the order applies.

  .(d) The specific
      Plan (by name) to which the
      domestic relations order applies.

    The
      domestic relations order shall not be deemed a
      QDRO if it requires the Plan to provide:

    
      	
            	(e) any type or form
              of
              benefit or any option not already provided for in the Plan;
	 
	
            	(f) increased benefits
              or
              benefits in excess of the Participant’s vested rights;
	 
	 	(g) 
                  	payment of a benefit
              earlier
              than allowed by the Plan’s earliest retirement provisions or, in the case
              of a profit-sharing or 401(k) plan, prior to the first date on which
              an
              in-service withdrawal is allowed; or
	 
	 	(h) 
                  	payment of benefits to
              an
              alternate payee which are required to be paid to another alternate
              payee
              under another QDRO.
	 


    

    Upon receipt of a domestic relations order
      (“Order”) which may or may not be

     

    
      
         

      

      
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    “qualified”, the Plan Administrator shall
      notify the Participant and any alternate payee(s) named in the Order of such
      receipt, and forward either a copy of this paragraph or other written QDRO
      policies and procedures. The Plan Administrator shall establish written
      procedures to establish the qualified status of a domestic relations order,
      which may include forwarding the Order to the Plan’s legal counsel for an
      opinion as to whether or not the Order is in fact “qualified” as defined in Code
      Section 414(p). Within a reasonable time after receipt of the Order, not to
      exceed sixty (60) days, the Plan Administrator shall make a determination as
      to
      its “qualified” status and the Participant and any alternate payee(s) shall be
      promptly notified in writing of the determination.

    If the “qualified” status of the Order is in
      question, there will be a delay in any payout to any payee including the
      Participant, until the status is resolved. In such event, the Plan Administrator
      shall segregate the amount that would have been payable to the alternate
      payee(s) if the Order had been deemed a QDRO. If the Order is not qualified
      or
      the status is not resolved (for example, it has been sent back to the court
      for
      clarification or modification) within eighteen (18) months beginning with the
      date the first payment would have to be made under the Order, the Plan
      Administrator shall pay the segregated amounts plus interest to the person(s)
      who would have been entitled to the benefits had there been no Order. If a
      determination as to the qualified status of the Order is made after the eighteen
      (18) month period described above, then the Order shall only be applied on
      a
      prospective basis. If the Order is determined to be a QDRO, the Participant
      and
      alternate payee(s) shall again be notified promptly after such determination.
      Once an Order is deemed a QDRO, the Plan Administrator shall pay to the
      alternate payee(s) all the amounts due under the QDRO, including segregated
      amounts plus earnings, if any, which may have accrued during a dispute as to
      the
      Order’s qualification.

    Unless specified otherwise in the Adoption
      Agreement or in a separate Trust agreement, the QDRO retirement age with regard
      to the Participant against whom the order is entered shall be the date the
      order
      is determined to be qualified. These provisions will only allow distributions
      to
      the alternate payee(s) and not the Participant.

    12.12 Receipt And Release For
      Payments

    Unless otherwise provided in a separate
      Trust agreement, any payment to any Participant, his legal representative,
      Beneficiary, or to any guardian or committee appointed for such Participant
      or
      Beneficiary in accordance with the provisions of the Plan shall be in full
      satisfaction of all claims hereunder against the Trustee, Employer or Plan
      Administrator each of whom may require such Participant, legal representative,
      Beneficiary, guardian or committee as a condition prior to such payment, to
      execute a receipt and release in such form as shall be determined by the
      Trustee, Employer or Plan Administrator.

    12.13 Resignation And Removal


    Unless otherwise provided in a separate
      Trust agreement, an individual serving as Plan Administrator may resign by
      giving written notice to the Employer, or if the Employer is no longer in
      existence, to the Trustee/Custodian, not less than thirty (30) days before
      the
      effective date of the individual’s resignation. The Plan Administrator may be
      removed upon thirty (30) days prior written notice to the Plan Administrator,
      with or without cause, by the Employer, or if the Employer is no longer in
      existence, by a majority of the

     

    
      
         

      

      
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    Participants and Beneficiaries following
      the
      approach referred to in paragraph 12.2. A notice period provided for in this
      paragraph 12.13 may be waived or reduced if acceptable to the parties involved.
      The Employer, if in existence, shall be the successor to the position involved,
      or the Employer may appoint a successor to a person who has resigned or been
      removed as Plan Administrator, but if the Employer is no longer in existence,
      the appointment shall be made by a majority of the Participants and
      Beneficiaries following the approach referred to in paragraph 12.2. When the
      Plan Administrator’s resignation or removal becomes effective, the Plan
      Administrator shall perform all acts necessary to transfer all relevant records
      to its successor. A successor Plan Administrator shall have all the rights
      and
      powers and all of the duties and obligations of the original Plan Administrator
      but shall have no responsibility for acts or omissions before the successor
      became Plan Administrator.

    12.14 Claims And Claims Review
      Procedure 

    Unless otherwise provided in a separate
      Trust agreement, if any Employee, Participant, Beneficiary or any other person
      claims to be entitled to benefits under the Plan, and the Plan Administrator
      denies that claim in whole or in part, the Plan Administrator shall, in writing,
      within ninety (90) days notify the claimant that his claim has been denied
      in
      whole or in part, setting forth the specific reason or reasons for the denial,
      specific reference to pertinent Plan provisions upon which the denial is based,
      a description of any additional material or information which may be needed
      to
      clarify the claim, including an explanation of why such information is
      necessary, and shall refer to the claims review procedure as set forth in this
      paragraph 

    1.    12.14.
      Within sixty (60) days after the mailing or
      delivery by the Plan Administrator of
      such notice, the claimant may request, by written notice to the Plan
      Administrator, a review by the Employer of the decision denying the claim.
      The
      claimant may examine documents pertinent to the review and may submit written
      issues and comments to the Plan Administrator. If the claimant fails to request
      such a hearing within such sixty (60) day period, it shall be conclusively
      determined for all purposes of this Plan that the denial of such claim is
      correct. If the claimant requests a review within the sixty (60) day period,
      the
      Plan Administrator shall designate a time, which time shall be no less than
      ten
      (10) nor more than forty-five (45) days from the date of receipt by the Plan
      Administrator of the claimant’s notice to the Plan Administrator, and a place
      for such hearing, and shall promptly notify such claimant of such time and
      place. Within forty-five (45) days after the conclusion of the hearing,
      including any extensions of the date thereof mutually agreed to by the claimant
      and the Plan Administrator, the Plan Administrator shall communicate to the
      claimant the Plan Administrator’s decision in writing, and if the Plan
      Administrator confirms the denial, in whole or in part, the communication shall
      set forth the specific reason or reasons for the decision and specific reference
      to those Plan provisions upon which the decision is based.

    12.15 Bonding

    Every fiduciary, except for a bank, trust
      company or an insurance company, unless otherwise exempted by ERISA and the
      Regulations issued thereunder shall be bonded in an amount not less than 10%
      of
      the amount of the funds such fiduciary handles; provided however, that the
      minimum bond shall be $1,000 and the maximum bond $500,000. The amount of funds
      handled shall be determined at the beginning of each Plan Year by the

     

    
      
         

      

      
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    amount of funds handled by such person,
      group or class to be covered and their predecessors, if any, during the
      preceding Plan Year, or if there is no preceding Plan Year, then by the amount
      of the funds to be handled during the then current year. The bond shall provide
      protection to the Plan against any loss by reason of acts of fraud or dishonesty
      by the fiduciary either acting alone or in concert with others. The surety
      shall
      be a corporate surety company [as the term is used in ERISA Section 412(a)(2)],
      and the bond shall be in a form approved by the Secretary of Labor.
      Notwithstanding anything in the Plan to the contrary, the costs of such bonds
      shall be an expense of and may, at the election of the Plan Administrator,
      be
      paid from the Trust or by the Employer.

    ARTICLE
      XIII 

    TRUST
      PROVISIONS

    13.1 Establishment Of
      The
      Trust

     

      .(a) The Employer shall
      appoint within the Adoption Agreement who may be the Sponsor (or an affiliate) of this Basic
      Plan Document #01 or
      an individual(s), institution or other party, to serve as Trustee or Custodian
      (if applicable) of the Plan. The Employer shall also have the right, but is
      not
      required, to appoint a Custodian in the Adoption Agreement to have custody
      of
      the Plan’s assets. The Employer may execute a separate trust or custodial
      agreement outlining the Trustee’s or Custodian’s duties and responsibilities
      which shall be incorporated by reference and made part of this Basic Plan
      Document #01. No such ancillary agreement may conflict with any provision(s)
      of
      this document. Any provision which would jeopardize the tax-qualified status
      of
      this Plan shall be null and void. Unless otherwise elected in the Adoption
      Agreement, the Trust and/or Custodial provisions of this Article XIII and
      Article XII, as applicable, of the Basic Plan Document #01 together with any
      such ancillary agreement shall be operative. If the Sponsor is a bank, trust
      company or other financial organization, a person or institution other than
      the
      Sponsor or its affiliate may not serve as Trustee or Custodian of the Plan
      without the express written consent of the Sponsor. If a financial organization
      is the Sponsor, and is not named Trustee, the Sponsor may serve as Custodian
      under the Plan as provided at paragraph 13.13 herein. The Trustee shall invest
      the Trust Fund in any of the investment alternatives as provided in paragraph
      13.8. If a Custodian is appointed, the Trust Fund shall be invested in
      accordance with paragraph 13.14.

      .(b) The Employer establishes
      with the Trustee a Trust which shall consist of all money and property received
      under Articles III and IV of this document, increased by any income on or
      increment in such value of assets and decreased by any investment loss, expense,
      benefit payment, withdrawal or other distribution by the Trustee in accordance
      with the provisions of the Plan. The Trustee/Custodian shall hold the Trust
      fund
      without distinction between principal and income. The Trust fund will be held,
      invested, reinvested and administered by the Trustee in accordance with this
      Article and any ancillary documents as provided for in this Article.

    13.2 Control Of Plan
      Assets

    The assets of the Trust or evidence
      of ownership shall be held by the Trustee and/or the Custodian under the terms
      of the Basic Plan Document #01. If the assets represent amounts transferred
      from
      another trustee or custodian under a former plan, the Trustee and/or Custodian
      named hereunder shall not be responsible for any actions of the prior fiduciary
      including the propriety of any investment decision made by the prior
      trustee/custodian under any prior plan. Instead, the Employer shall be
      responsible for such actions.

    13.3 Discretionary Trustee
      

    If the Employer elects in the
      Adoption Agreement, or otherwise appoints the Trustee to act in the capacity
      of
      discretionary Trustee, the Trustee shall invest the Trust in accordance with
      the
      Plan’s investment policy statement and the investment alternatives permitted at
      paragraph 13.8 herein. The Trustee will have the discretion and authority to
      invest, manage and control those Plan assets except those assets which are
      subject to the investment direction of a Participant (if Participant direction
      is permitted), or an investment manager or Named Investment Fiduciary, or other
      agent properly appointed by the Employer. The exercise

     

    
      
         

      

      
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    of any investment direction hereunder
      shall be consistent with the investment policy of the Plan. The Trustee shall
      also perform custodial functions described at paragraph 13.14 hereof for the
      Trust with respect to Plan assets over which the Trustee has investment
      management responsibility. The Trustee may also perform custodial functions
      for
      the Trust with respect to Plan assets the Trustee does not manage, to the extent
      agreed to between the Trustee and the Employer, if the Trustee is appointed
      Custodian for some or all of such assets in accordance with the terms of the
      Plan. The Trustee may execute any additional documents as required which shall
      be treated as an addendum to this Basic Plan Document #01. No such agreement
      may
      conflict with any provision nor shall any provision in such an agreement
      jeopardize the tax-qualified status of the Plan. Any such provision shall be
      null and void. The Trustee’s administrative duties shall be limited to those
      agreed to between the parties. The Employer or its designate shall be
      responsible for other administrative duties required under the Plan or by
      applicable law.

    13.4 Nondiscretionary
      Trustee

    If the Employer elects in the
      Adoption Agreement or as otherwise agreed to in writing, the Trustee may act
      in
      the capacity of a nondiscretionary Trustee. In this capacity, the Trustee shall
      have no discretionary authority to invest, manage or control Plan assets and
      is
      authorized solely to make and hold investments only as directed pursuant to
      paragraph 12.5. The nondiscretionary Trustee shall have the same rights, powers
      and duties as the discretionary Trustee but exercises such authority in
      accordance with the direction of the party which has the authority to manage
      and
      control the investment of Plan assets. If directions are not provided to the
      Trustee, the Employer will provide such necessary direction.

    13.5 Provisions Relating
      To
      Individual Trustees

     

      .(a) Notwithstanding
      any
      other provisions of the Plan to the contrary, the provisions of this paragraph
      shall apply if one (1) or
      more
      individuals are named as Trustee(s) in the Adoption Agreement and shall not
      apply to any institutional Trustee named in the Adoption Agreement.

      .(b) If there shall be
      more
      than one individual acting in the capacity of Trustee, they shall act by a
      majority of their number, unless they unanimously decide that one (1) or more
      of
      them may act on the matter or category of matters involved without the approval
      of the others and they may authorize in writing that one   .(1) or more
      of
      them shall act on their behalf including but not limited to executing documents
      and authorizing distributions on behalf of the Trustees.

      .(c) Any person may rely,
      without having to make further inquiry, upon instructions appearing to be
      genuine instructions from any individual serving as Trustee as being the will,
      intent and action of all individuals so serving if no allocation of duties
      has
      been made.

      .(d) The Trustee shall
      be paid
      such reasonable compensation for services as shall from time to time be agreed
      upon in writing by the Employer and the Trustee, provided that an individual
      serving as Trustee who already receives full-time Compensation from the Employer
      shall not receive compensation for serving as such from the Plan.

    13.6 Investment
      Instructions

    Any investment directive shall
      be
      made in writing or such other form as agreed to by the Employer,
      Trustee/Custodian and the investment manager. In the absence of such directive,
      cash shall be automatically invested in such investment or investments as the
      Employer or Named Investment Fiduciary shall select from the investments made
      available for that purpose unless and until the person or persons responsible
      for giving directions directs otherwise. Such automatic investment shall be
      made
      at regular intervals and pursuant to procedures established by the parties
      (which procedures may without limitation, provide for more frequent intervals
      only if uninvested balances exceed a stated amount). Absent a contrary direction
      in accordance with the preceding provisions of this paragraph 13.6, such
      instructions regarding the delegation of investment responsibility shall remain
      in force until revoked or amended in writing. Neither the Trustee nor the
      Custodian shall be responsible for the propriety of any directed investment
      made
      nor shall they be required to consult with or advise the Employer regarding
      the
      investment quality of any directed investment held hereunder. If the Employer
      fails to designate an investment manager, the Trustee shall have full investment
      management authority as agreed upon in a duly authorized and executed investment
      management agreement. If the Employer does not issue investment directions
      with
      regard to specific assets held in the Trust, the Trustee shall have authority
      to
      invest those assets in the Trust in its sole discretion subject to paragraph
      13.8. While the Employer may direct the Trustee with respect to Plan

     

    
      
         

      

      
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      	investments,
              the
              Employer may not:



    

      .(a) borrow from the
      Plan or
      pledge any of the assets of the Plan as security for a loan,

      .(b) buy property or
      assets
      from or sell property or assets to the Plan,

      .(c) charge any fee
      for
      services rendered to the Plan, or

      .(d) receive any services
      from the Plan on a preferential basis.

    
13.7
      Fiduciary Standards

    Subject to paragraphs 13.6 and
      13.8
      hereof, the Trustee, if discretionary, shall invest and reinvest principal
      and
      income of the Trust in accordance with the funding policy and investment
      objectives established by the Employer, provided that:

      .(a) such investments
      are
      prudent under ERISA, as amended, and the Regulations thereunder,

      .(b) such investments
      are
      sufficiently diversified to minimize the risk of large losses,

      .(c) such investments
      are
      made in accordance with the provisions of this Plan and Trust document,
      and

      .(d) such investments
      are
      made with the care, skill, prudence and diligence under the circumstances

    then prevailing that a prudent
      man
      acting in a like capacity and familiar with such matters would use in the
      conduct of an enterprise of a like character with like aims.

    13.8 Powers Of The Trustee
      

    The Trustee shall be responsible
      for
      the investment, administration and safekeeping of assets held in the Trust
      Fund.
      The Trustee shall have the following duties and responsibilities, in addition
      to
      powers given by law:

      .(a) receiving contributions
      under the terms of the Plan;

      .(b) implementing an
      investment program based on the Employer’s investment policy statement,
      fundingpolicy, investment
      objectives and ERISA, as amended;
  .(c) invest
      the Trust in any form of property, including common
      and preferred stocks, exchange-traded covered put and call options, bonds,
      money
      market instruments, mutual funds (including funds for which the Sponsor, Trustee
      or its affiliates receive compensation for providing investment advisory,
      custody, transfer agency or other services), savings accounts, plan loans,
      certificates of deposit, securities issued by the U.S. government or by
      governmental agencies, insurance policies and contracts, or in any other
      property, real or personal, having a ready market, including securities issued
      by the Trustee and/or affiliates of the Trustee as permitted by law. The Trustee
      may invest in time deposits (including, if applicable, its own or those of
      affiliates) which bear a reasonable interest rate. No portion of any Qualified
      Voluntary Contribution, or the 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;   .(d)
      invest
      any assets of the Trust in a group or collective trust fund established to
      permit the pooling of funds of separate pension and profit-sharing trusts,
      provided the Internal Revenue Service has ruled such group or collective trust
      to be qualified under Code Section 401(a) and exempt under Code Section 501(a)
      (or the applicable corresponding provision of any other Revenue Act) or to
      any
      other common, collective, or commingled trust fund which has been or may
      hereafter be established and maintained by the Trustee, affiliate(s) of the
      Trustee, the Custodian or investment manager. Such commingling of assets of
      the
      Trust with assets of other qualified trusts is specifically authorized, and
      to
      the extent of the investment of the Trust in such a group or collective trust,
      the terms of the instrument establishing the group or collective trust shall
      be
      a part hereof as though set forth herein. The name of the group or collective
      trust fund shall be specified in an addendum to the Adoption Agreement. The
      Employer expressly understands and agrees that any such collective fund may
      provide for the lending of its securities by the collective fund trustee and
      that such collective fund’s trustee will receive compensation from such
      collective fund for the lending of securities that is separate from any
      compensation of the Trustee hereunder, or any compensation of the collective
      fund trustee for the management of such collective fund;   .(e) for
      collective investment purposes, may combine into one trust fund the Trust
      created under this Plan with the Trust created under any other qualified
      retirement plan the Employer maintains. However, the Trustee must maintain
      separate records of account for the assets of each Trust in order to reflect
      properly each Participant’s Vested Account Balance under the Plan(s) in which he
      is a Participant; (f)
      invest up to 100% of
      the Trust in the common stock, debt obligations, or any other security


     

    
      
         

      

      
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    issued by the Employer or by an
      affiliate of the Employer within the limitations provided under ERISA Sections
      406, 407, and 408, as amended, and further provided that such investment does
      not constitute a prohibited transaction under Code Section 4975. Any such
      investment in Employer securities 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 an investment management or
      trust
      agreement, which is incorporated by reference. If there are
      any conflicts between this document and the above referenced
      agreements, this document shall govern;   .(g) hold cash uninvested
      and
      deposit the same with any banking or savings institution, including its own
      banking department or the banking department of an affiliate; 
  .(h)
      utilize a general disbursement account, i.e., in the form of a demand deposit
      account and/or time deposit account, for distributions from the Trust, without
      incurring any liability for payment of interest thereon, notwithstanding the
      Trustee’s receipt of income with respect to float involving the disbursement
      account; 
  .(i) hold contributions in an omnibus account, i.e., in the
      form of a demand deposit and/or time deposit account, maintained by the Trustee
      for up to three (3) business days (or such longer period as may result due
      to
      circumstances beyond the Trustee’s control), without liability for interest
      thereon. (The Employer acknowledges that any float earnings associated with
      the
      assets held in such omnibus account are retained by the Trustee as part of
      its
      compensation for performing services with respect to the allocation of
      contributions to Participants’ accounts);
   .(j) join in or oppose the
      reorganization, recapitalization, consolidation, sale or merger of corporations
      or properties, including those in which it or its affiliates are interested
      as
      Trustee, upon such terms as it deems advisable;
  .(k) hold
      investments in nominee or
      bearer form; 
  .(l)
      exercise all ownership rights including the voting of proxies and the exercise
      of tender offers but only with
      respect to assets over which the Trustee has investment management
      responsibility;
  .(m) to
      hold, manage and control all property forming part of the Trust Fund and to
      sell, convey, transfer, exchange and otherwise dispose of the same from time
      to
      time;
   .(n) to apply for and procure from an insurance company as
      an
      investment of the Trust such annuity, or other contracts on the life of any
      Participant as the Plan Administrator shall deem proper; to exercise, at any
      time or from time to time, whatever rights and privileges may be granted under
      such annuity, or other contracts; to collect, receive, and settle for the
      proceeds of any such annuity, or other contracts as and when entitled to do
      so
      under the provisions thereof; 
  .(o) unless otherwise provided by a
      directive as described by paragraph 13.6, the Employer will pass through
      shareholder rights (including voting rights) on Employer securities to Plan
      Participants. If no directive is provided, the Trustee shall exercise any
      shareholder rights (including voting rights) with respect to any securities
      held, but only in accordance with the instructions of the person or persons
      responsible for the investment of such securities subject to and as permitted
      by, any applicable rules of the Securities and Exchange Commission and any
      national securities exchange. Voting rights with respect to shares of registered
      investment companies held in the Trust shall be directed by the Named Investment
      Fiduciary responsible for selection of such registered investment companies
      as
      permissible investment alternatives. In the event of any conflict with any
      other
      provision of this Article or this Basic Plan Document #01, the provision of
      this
      paragraph shall control. The Employer shall be responsible for preparing and
      distributing all required prospectuses for Employer securities and making such
      materials available to Plan Participants; 
  .(p) to retain and employ
      such attorneys, agents and servants as may be necessary or desirable, in the
      opinion of the Trustee, in the administration of the Plan, and to pay them
      such
      reasonable compensation for their services as may be agreed upon as an expense
      of administration of the Plan, including power to employ and retain counsel
      upon
      any matter of doubt as to the meaning or interpretation to be placed upon this
      Plan or any provisions thereof with reference to any question arising in the
      administration of the Plan or pertaining to the rights and liabilities of the
      Trustee hereunder. The Trustee in any such event, any act in reliance upon
      the
      advice, opinions, records, statements and computations of any attorneys and
      agents and on the records, statements and computations of any servants so
      selected by it in good faith and shall be released and exonerated of and from
      all liability to anyone in so doing (except to the extent that liability is
      imposed under ERISA);   .(q) to institute, prosecute and maintain, or
      to
      defend, any proceeding at law or in equity concerning the Plan or the assets
      thereof or any claims thereto, or the interests of Participants and
      Beneficiaries 

     

    
      
         

      

      
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    hereunder at the sole cost and
      expense of the Plan or at the sole cost and expense of the Participant that
      may
      be concerned therein or that may be affected thereby, as, in its opinion, shall
      be fair and equitable in each case, and to compromise, settle and adjust all
      claims and liabilities asserted by or against the Plan or asserted by or against
      it, or such terms as it, in each such case, shall deem reasonable and proper.
      The Trustee shall be under no duty or obligation to institute, prosecute,
      maintain or defend any suit, action or other legal proceeding unless it shall
      be
      indemnified to its satisfaction against all expenses and liabilities (including
      without limitation, legal and other professional fees) which it may sustain
      or
      anticipate by reason thereof; and
   .(r)
      the Trustee is expressly authorized to the fullest
      extent permitted by law to (1) retain the services of any broker-dealer,
      registered investment advisor or other financial services entity (including
      the
      Trustee and any of its affiliates) and any future successors in interest thereto
      collectively, for the purposes of this paragraph referred to as the “Affiliated
      Entities”), to provide services to assist or facilitate the purchase or sale of
      investments in the Trust, (2) acquire as assets of the Trust shares of mutual
      funds to which Affiliated Entities provide, for a fee, services in any capacity
      and (3) acquire in the Trust any other services or products of any kind or
      nature from the Affiliated Entities regardless of whether the same or dissimilar
      services or products are available from other institutions. The Trust may pay
      directly or indirectly (through mutual funds fees and charges for example)
      pay
      management fees, transaction fees and other commissions to the Affiliated
      Entities for the services or products provided to the Trust and/or such mutual
      funds at such Affiliated Entities’ standard or published rates without offset
      (unless required by law) from any fees charged by the Trustee for its services
      as Trustee. The Trustee may also deal directly with the Affiliated Entities
      regardless of the capacity in which it is then acting, to purchase, sell,
      exchange or transfer assets of the Trust even though the Affiliated Entities
      are
      receiving compensation or otherwise profiting from such transaction or are
      acting as principal in such transaction. Each of the Affiliated Entities is
      authorized to effect transactions on national securities exchanges for the
      Trust
      as directed by the Trustee, and retain any transactional fees related thereto,
      consistent with Section 11(a)(1) of the Securities and Exchange Act of 1934,
      as
      amended and related Rule 11a2-2(T). Included specifically, but not by way of
      limitation in the transactions authorized by this provision, are transactions
      in
      which any of the Affiliated Entities is serving as an underwriting or member
      of
      an underwriting syndicate for a security being purchased or is purchasing or
      selling a security for its own account. In the event the Trustee is directed
      by
      the Plan Administrator, any named fiduciary, designated Investment Manager,
      Participant and/or Beneficiary, as applicable hereunder (collectively referred
      to as for purposes of this paragraph as the “Directing Party”), the Directing
      Party shall be authorized, and expressly retains the right hereunder, to direct
      the Trustee to retain the services of, and conduct transactions with, Affiliated
      Entities fully in the manner described above.

    13.9 Appointment Of Additional
      Trustee And Allocation Of Responsibilities

    Assets for which the Trustee is
      not
      serving in the capacity of Trustee may be held by a second Trustee appointed
      by
      the Employer to hold specified investments. In the event that an additional
      Trustee is appointed for the Plan to serve as the Trustee of specific
      investments for which the Trustee is not acting in the capacity of Trustee,
      the
      second Trustee shall have no responsibilities to these assets other than as
      set
      forth herein. The Trustee shall have no duties with respect to investment held
      by any other person including, without limitation, any other Trustee for the
      Plan. Any other secondary Trustee of the Plan shall have no duties with respect
      to assets held in the Plan by the Trustee.

    13.10 Compensation,
      Administrative Fees And Expenses 

    All reasonable fees, charges and
      expenses incurred by the Trustee or the Custodian in connection with the
      administration of the Trust and all reasonable fees, charges and expenses
      incurred by the Plan Administrator in connection with the administration of
      the
      Plan (including such reasonable compensation to the Trustee/Custodian and the
      Plan Administrator as may be agreed upon from time to time between the Employer,
      the Trustee/Custodian and Plan Administrator) and fees for legal services
      rendered to the Trustee/Custodian or Plan Administrator shall be paid from
      the
      Trust unless:

      .(a) The payment of such
      expense would constitute a “prohibited transaction” within the meaning of ERISA
      Section 406 or Code Section 4975 for which no statutory or administrative
      exemption is available. (b)
      The Employer actually
      pays such expenses directly. Any and all reasonable additional administrative
      expenses incurred to effect investment directives made by the Participants
      and
      by each 

     

    
      
         

      

      
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    Beneficiary under this Plan shall
      be
      paid by the Trust and as determined by the Employer shall either be charged
      (in
accordance
      with such reasonable
      nondiscriminatory rules as the Employer deems appropriate under the
      circumstances) to the account of the individual issuing such directive, or
      treated as a general expense of the Trust. If charged to a Participant’s account
      and if the assets of such account are insufficient to satisfy such charges,
      the
      Employer shall pay any deficit to the Trustee. Notwithstanding the foregoing,
      nothing in this section shall prevent the Employer from paying the
      administrative expenses of the Plan directly.

      .(c) All transaction
      related
      expenses incurred to effect a specific investment for a Participant directed
      account (such as brokerage commissions and other transaction related expenses),
      shall, as determined by the Employer, either be paid from or otherwise be
      charged directly to the account of the Participant providing such direction
      or
      treated as a general expense of the Trust.

      .(d) If there are insufficient
      liquid assets of the Trust to cover the fees of the Trustee or the Custodian,
      then assets of the Trust shall be liquidated to the extent necessary to cover
      fees.

      .(e) Notwithstanding
      the
      foregoing, no compensation other than reimbursement for expenses incurred shall
      be paid to a Plan Administrator who is the Employer or Employee of the
      Employer.

      .(f) In the event any
      part of
      the Plan becomes subject to tax, all taxes incurred will be paid from the Plan
      at the direction of the Plan Administrator.

      .(g) Any investment gain
      or
      loss of the Trust that is not directly attributable to the investment of the
      account of any Participant (including, but not limited to, for example, any
      “float” earned on the disbursement account established for the Plan and not
      treated as part of the compensation of the Trustee or paying agent for the
      Plan,
      and any 12b-1 or similar fees paid to the Plan) will be applied to pay
      administrative expenses of the Plan, with any excess remaining at the close
      of
      the Plan Year being allocated among the Participant’s accounts in accordance
      with the procedure established by the Plan Administrator for this
      purpose.

    13.11 Records


    Within ninety (90) days following
      the
      close of each Plan Year, or at such other times as may be agreed to between
      the
      Employer and the Trustee, and within ninety (90) days following its removal
      or
      resignation, the Trustee shall file with the Employer a report of that part
      of
      the Trust under the investment management of the Trustee during such year or
      from the end of the preceding Plan Year to the date of removal or resignation.
      Such report shall include a statement of receipts and disbursements, the net
      income or loss of the Trust, the gains or losses realized by the Trust upon
      sale
      or other disposition of the assets, the increase or decrease in the value of
      the
      Trust, all payments and distributions made from the Trust since the date of
      its
      last report, and shall contain a schedule of assets listing the fair market
      value of investments held in the Trust as of the end of the Plan Year or the
      date of removal or resignation, as applicable. The fair market value of
      investments for which there is a ready market shall be determined using the
      most
      recent price quoted on a national or other recognized securities exchange or
      over-the-counter market. The fair market value of illiquid investments shall
      be
      obtained by a valuation performed by an independent appraiser appointed by
      the
      Trustee or appointed by the Employer and approved by the Trustee for this
      purpose whose determination shall be final. The Employer shall review the
      Trustee’s report and notify the Trustee in the event of its disapproval of the
      report within thirty (30) days, providing the Trustee with a written description
      of the items in question. The Trustee shall have sixty (60) days to provide
      the
      Employer with a written explanation of the items in question. If the Employer
      again disapproves, the Trustee shall have the right to file its report in a
      court of competent jurisdiction for audit and adjudication. In the event the
      Employer fails to file a written objection to the Trustee’s report within the
      ninety (90) day period following receipt of the report, the Employer shall
      be
      deemed to have approved the report. In such case, the Trustee shall be released
      and discharged with respect to all matters contained in the report.

    13.12 Limitation On Liability
      And Indemnification 

      .(a) The Trustee shall
      have
      the authority to manage and govern the Trust to the extent provided in this
      instrument, but 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 all or any liabilities of the Plan. 

      .(b) The Trustee and/or
      Custodian shall not be liable for the making, retention, or sale of any
      investment 

     

    
      
         

      

      
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    or reinvestment made by it, as
      herein
      provided, or for any loss to, or diminution of the Trust, or for any other
      loss
      or damage which may result from the discharge of its duties hereunder except
      to
      the extent it is judicially determined such loss or damage is attributable
      to
      the Trustee/Custodian’s breach of its duties

    
      	hereunder
              or under
              ERISA.



    

    
      	(c) 
                  	An institution acting
              as a
              Custodian or nondiscretionary Trustee shall have no discretion or
              investment management responsibility, unless otherwise expressly agreed
              in
              writing (pursuant to an investment management
              agreement, for example) and shall only be responsible to perform the
              functions described at paragraph 13.5 hereof. Neither the Custodian
              nor
              Trustee (whether nondiscretionary or discretionary) shall have any
              responsibility with respect to Plan investments and does not guarantee
              the
              adequacy of the Trust to meet and discharge any or all liabilities
              associated with the Plan.


    

     

    
      	(d) 
                  	The Employer warrants
              that all
              directions issued to the Trustee or Custodian by it or the Plan
              Administrator will be in accordance with the terms of the Plan and
              the
              auxiliary agreement and not contrary to the provisions of ERISA, as
              amended, and the Regulations issued thereunder.
	 
	(e) 
                  	Neither the Trustee nor
              the
              Custodian shall be answerable for any action taken pursuant to any
              direction, consent, certificate, or other paper or document in the
              belief
              that the same is genuine. All directions by the Employer, Participant,
              the
              Plan Administrator, Named Fiduciary or an investment manager shall
              be made
              pursuant to pre-approved communication procedures to which all such
              parties, as applicable, shall haveconsented to in writing. The Employer
              shall deliver to the Trustee and Custodian written notification
              identifying the individual or individuals authorized to act on behalf
              the
              Plan and shall deliver specimens of their signatures to the
              Trustee/Custodian.


    

     

    
      	(f) 
                  	The duties and obligations
              of
              the Trustee and the Custodian shall be limited to those expressly imposed
              by this instrument or subsequently agreed upon by the parties in writing.
              Responsibility for administrative duties required under the Plan or
              applicable law not expressly imposed upon or agreed to by the Trustee
              or
              the Custodian shall rest solely with the Employer.
	 
	(g) 
                  	The Employer shall indemnify
              the Trustee/Custodian against, and agrees to hold the Trustee/Custodian
              harmless from, all liabilities and claims and expenses including
              attorney’s fees and expenses incurred in defending against such liability
              or claims against the Trustee/Custodian, unless such liability or claim
              results from the negligent action or inaction of the Trustee/Custodian,
              or
              where the Trustee/Custodian is found to have breached its duties under
              this Article or Part 4 of Title I of ERISA by a final judgment of a
              court
              of competent jurisdiction. Except as otherwise provided by the preceding
              sentence, the Employer also shall indemnify the Trustee/Custodian against
              and agrees to hold the Trustee/Custodian harmless from all liabilities,
              claims and expenses including attorney’s fees and other expenses incurred
              in defending against such liabilities or claims, arising from any actions
              or breach of responsibility by any party other than the Trustee/Custodian,
              including without limitation by specification any acts of a prior Trustee
              or of another Trustee or Custodian appointed by the Employer.
	 
	(h) 
                  	Without limiting any
              provision
              in the prior paragraph, the Employer expressly agrees to indemnify
              the
              Trustee/Custodian against any liability or claim (including attorney’s
              fees and expenses in defending against such liabilities or claims)
              arising
              as a result of any act taken or failure to act, in accordance with
              the
              directions received from the Employer, Plan Administrator, investment
              manager, Participant, or a designee specified by the Employer directly
              or
              transmitted by a designated Service Provider to the Plan and without
              limitation by specification.
	 


    

     

    
      
         

      

      
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      	(i) 
                  	The Trustee/Custodian
              will
              take all reasonable steps to assure the security of any data received
              from
              the Employer in connection with services provided to the Plan. The
              Employer will be responsible for retaining duplicate copies of any
              such
              data or materials it forwards to the Trustee/Custodian and for taking
              all
              other reasonable and necessary precautions in event such data or materials
              are lost or destroyed, regardless of cause, or in the event reprocessing
              is needed for any reason. The Trustee/Custodian will maintain records
              in
              connection with the performance of services hereunder for the applicable
              period as required by law, or if no period is required, for such period
              as
              is reasonable under the law.
	 
	(j) 
                  	No waiver of any breach
              of
              this agreement shall constitute a waiver of any other breach, whether
              of
              the same or any other covenant, term or condition. The subsequent
              performance of any of the terms, covenants and conditions of this Article
              shall not constitute a waiver of any preceding breach, nor shall any
              delay
              or omission of any party’s exercise of any rights arising from any default
              effect or impair the party’s rights as
	 


    

    
      	to the same or
              future
              default.



    

      .(k) Neither the Trustee or the
      Custodian shall be responsible in any way for any actions taken, or failure
      to
      act, by a prior trustee/custodian. The Employer shall indemnify and hold
      harmless the Trustee/Custodian for such prior trustee/custodian’s acts or
      inactions for any periods applicable, including periods for which the Plan
      must
      retroactively comply with any tax law or regulations thereunder.
  .(l) A fiduciary with
      respect to the Plan
      shall not be liable for a breach of fiduciary responsibility of another
      fiduciary with respect to the Plan except to the extent that:
   .(1) it participates
      knowingly in, or
      knowingly undertakes to conceal, an act or omission of such other fiduciary,
      knowing such act or omission is a breach;
   .(2) by its failure to
      comply with ERISA Section 404(a)(1) in the administration of its specific
      responsibilities which give rise to its status as a fiduciary, it has enabled
      such other fiduciary to commit a breach; or 
  .(3) it has knowledge of
      a breach by such other fiduciary, unless it makes reasonable efforts under
      the
      circumstances to remedy the breach.
  .(m) If the assets
      of the Plan are held by two
      (2) or more Trustees, each Trustee will use reasonable care to prevent a
      co-Trustee from committing a breach of duty under the Employee Retirement Income
      Security Act of 1974, as amended, and they shall jointly manage and control
      the
      assets of the Plan; provided however, that such co-Trustee shall be authorized
      to allocate specific responsibilities, obligations or duties among the
      co-Trustees pursuant to a written agreement. If co-Trustees do enter into such
      an agreement, then a Trustee to whom certain responsibilities, obligations
      or
      duties have not been allocated shall not be liable either individually or as
      Trustee for any loss resulting to the Plan arising from the acts or omissions
      on
      the part of another Trustee to which such responsibilities, obligations or
      duties have been allocated.

    13.13 Custodian 

    If a discretionary Trustee has been
      appointed, the Employer may appoint a Custodian as provided for in the Adoption
      Agreement. A Custodian shall have the same rights, powers and duties as a
      nondiscretionary Trustee. Any reference in the Plan to a Trustee is also a
      reference to the Custodian unless the context indicates otherwise. Any
      limitation of the Trustee’s liability in the Plan shall act as a limitation of
      the Custodian’s liability. Where a discretionary Trustee has provided direction,
      any action taken by the Custodian satisfies

     

    
      
         

      

      
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    the requirement in the Plan referencing
      the
      Trustee taking that action. The resignation or removal of the Custodian shall
      be
      made in accordance with paragraph 13.19 as though the Custodian were the
      Trustee. The Custodian shall be responsible for the holding and safekeeping
      of
      all or a portion of the Plan’s assets. One or more Custodian(s) appointed under
      this Plan may hold all or any portion of the Plan’s assets. Such separate assets
      shall be held pursuant to the terms of a separate custodial agreement with
      such
      Custodian. The separate custodial agreement shall be treated as an addendum
      and,
      as such, may not conflict with any provision of this document. In addition,
      any
      provision of a separate custodial agreement which would jeopardize the tax
      qualified status of this Defined Contribution Plan shall be null and void.
      In
      addition to the holding and safekeeping of Plan assets, the Custodian’s duties
      shall include:

      .(a) receiving contributions under
      the terms of the Plan, but not determining the amount or enforcing the payment
      thereof, 
  .(b) making distributions from the Plan in accordance with
      instructions received from the Plan Administrator or an authorized
      representative of the Employer, 
  .(c) keeping records reflecting its
      administration of the Trust or the custodial account and making such records,
      statements and reports available to the Employer for review and audit at such
      times as agreed to between the Custodian, Plan Administrator, and the Employer,
      and 
  .(d) retaining and employing such attorneys, agents and servants
      as may be necessary or desirable, in the opinion of the Custodian, in the
      administration of the Plan, and to pay them such reasonable compensation for
      their services as may be agreed upon as an expense of administration of the
      Plan, including power to employ and retain counsel upon any matter of doubt
      as
      to the meaning or interpretation to be placed upon this Plan or any provisions thereof
      with reference to
      any question arising in the administration of the Plan or pertaining to the
      rights and liabilities of the Trustee hereunder. The Custodian in any such
      event, any act in reliance upon the advice, opinions, records, statements and
      computations of any attorneys and agents and on the records, statements and
      computations of any servants so selected by it in good faith shall be released
      and exonerated of and from all liability to anyone in so doing (except to the
      extent that liability is imposed under ERISA).

    The Custodian’s duties shall be limited to
      those as agreed to between the Employer and the Custodian. The Employer shall
      be
      responsible for any other administrative duties required under the Plan or
      by
      applicable law.

    13.14 Investment Alternatives Of
      The
      Custodian

      .(a) The Custodian shall hold
      any or
      all assets received from the Trustee or its agents. If the Custodian holds
      title
      to Plan assets and such ownership requires action on the part of the registered
      owner, such action will be taken by the Custodian only upon receipt of specific
      instructions from the Trustee, or its designated agents or the Named Investment
      Fiduciary. Proxies shall be voted by or pursuant to the express direction of
      the
      Trustee its’ authorized agent or the Named Investment Fiduciary. The Custodian
      shall not render 

     

    
      
         

      

      
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    any investment advice, including any opinion
      on the prudence of directed investments. The Employer and Trustee and its agents
      thereof assume all responsibility for adherence to fiduciary standards under
      ERISA, as amended, and the Regulations issued thereunder.   .(b) Where
      the
      Sponsor serves as Custodian, the Trust shall only be invested in investment
      alternatives the Custodian makes available in the ordinary course of business
      unless the Custodian is directed otherwise by the Employer, the Trustee or
      any
      properly designated agent thereof. The Custodian under applicable Federal or
      state laws, may limit the investment alternatives including but not limited
      to
      savings accounts, savings certificates, or in other savings instruments offered
      by the Sponsor or its affiliates. Such investments shall be made at the
      direction of the Employer or Trustee(s) or other Named Investment Fiduciary
      and
      the Custodian shall have no responsibility for the propriety of such
      investments.

    13.15 Prohibited
      Transactions

    The Trustee, Custodian, Employer, investment
      manager, the Named Investment Fiduciary or Participant shall not knowingly
      enter
      into any transaction, engage in any activity, or direct the purchase or
      acquisition of any investment with respect to the Plan which would constitute
      a
      prohibited transaction under ERISA or the Code for which a statutory or
      administrative exemption is not available. The Trustee or Custodian shall not
      receive any investment advisory or other fees from a regulated investment
      company (a mutual fund) which duplicates investment management fees charged
      by
      the Trustee. The Trustee or Custodian shall be permitted to receive fees from
      a
      regulated investment company if the Trustee or Custodian has made a good faith
      determination that the receipt of such fees is not a prohibited transaction
      pursuant to any guidance or exemption issued by the Department of Labor from
      time to time.

    13.16 Exclusive Benefit
      Rules

    No part of the Trust shall be used for,
      or
      diverted to, purposes other than for the exclusive benefit of Participants,
      former Participants with a vested interest, and the Beneficiary or Beneficiaries
      of deceased Participants who have in a vested interest in the Plan at
      death.

    13.17 Assignment And Alienation
      Of
      Benefits

    Except as provided in paragraphs 12.9 or
      12.11, no right or claim to, or interest in, any part of the Plan, or any
      payment from the Plan, shall be assignable, transferable, or subject to sale,
      mortgage, pledge, hypothecation, commutation, anticipation, garnishment,
      attachment, execution, or levy of any kind. Neither the Trustee or Custodian
      shall recognize any attempt to assign, transfer, sell, mortgage, pledge,
      hypothecate, commute, or anticipate the same, except to the extent required
      by
      law. The preceding sentences shall also apply to the creation, assignment,
      or
      recognition of a right to any benefit payable with respect to a Participant
      pursuant to a domestic relations order, unless such order is determined to
      be a
      Qualified Domestic Relations Order, as defined in Code Section 414(p), or any
      domestic relations order entered before January 1, 1985 which the Plan’s
      attorney and Plan Administrator deem to be qualified.

    Notwithstanding any provision of this
      paragraph 13.17 to the contrary, an offset to a Participant’s Vested Account
      Balance against an amount that the Participant is ordered or required to pay
      the
      Plan with respect to a judgment, order or decree issued, or a settlement entered
      into, on or after August 5, 1997, shall be permitted in accordance
      with

     

    
      
         

      

      
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    Code Sections 401(a)(13)(C) and
      (D).

    13.18 Liquidation Of
      Assets

    If the Trustee and/or Custodian must
      liquidate assets in order to make distributions, transfer assets, or pay fees,
      expenses or taxes assessed against all or a part of the Trust, and the
      Trustee/Custodian is not instructed as to the liquidation of such assets, assets
      will be liquidated on a pro rata basis across all the investment alternatives
      in
      the Trust. The Trustee and /or Custodian are expressly authorized to liquidate
      assets in order to satisfy the Trust’s obligation to pay the Trustee and /or
      Custodian’s fees or other compensation if such fees or compensation is not paid
      on a timely basis.

    13.19 Resignation And Removal


    The Trustee may resign upon thirty (30)
      days
      written notice to the Employer. The Employer may remove the Trustee upon sixty
      (60) days written notice to the Trustee, or such shorter period of time as
      may
      be agreed to by the parties. The Employer may discontinue its participation
      in
      this Prototype Defined Contribution Plan effective upon thirty (30) days written
      notice to the Sponsor. In such event the Employer shall, prior to the effective
      date thereof, amend the Plan to eliminate any reference to this Prototype
      Defined Contribution Plan and appoint a successor trustee/custodian. The Trustee
      shall deliver the Trust to its successor on the effective date of the
      resignation or removal, or as soon thereafter as practicable, provided that
      this
      shall not waive any lien the Trustee may have upon the Trust for its
      compensation or expenses. Following the effective date of the notice of
      termination, the Trustee shall have no further responsibility for providing
      services to the Employer or the Plan. If the Employer fails to amend the Plan
      and appoint a successor trustee/custodian within the said thirty (30) days,
      or
      such longer period as the Trustee may specify in writing, the Plan shall be
      deemed individually designed and the highest ranking officer of the Employer
      shall be deemed the successor trustee or custodian as the case may be. In such
      event, the Trustee may but shall not be required to continue to hold custody
      of
      the assets of the Plan until such time as appropriate arrangements have been
      made for the security of the Plan assets, but for a discretionary Trustee,
      upon
      notification thereof to Plan Participants, shall no longer have any
      responsibility for the investment of Plan assets.

    ARTICLE XIV 

    
      	TOP-HEAVY
              PROVISIONS



    

    14.1 Applicability Of
      Rules

    If the Plan [except in the case
      of a
      SIMPLE 401(k) Plan] is or becomes Top-Heavy in any Plan Year, the provisions
      of
      this Article will supersede any conflicting provisions in the Basic Plan
      Document #01 and accompanying Adoption Agreement.

    14.2 Minimum Contribution
      

    Notwithstanding any other provision
      in the Employer's Plan, for any Plan Year in which the Plan is Top-Heavy, the
      aggregate Employer contributions and forfeitures allocated on behalf of any
      Participant (without regard to any Social Security contribution) under this
      Plan
      or a combination of paired or non-paired Defined Contribution Plans and no
      Defined Benefit Plans which are Top-Heavy, the Employer will contribute the
      lesser of 3% of such Participant’s Compensation or the largest percentage of the
      Employer contributions and forfeitures, as a percentage of the Key Employee’s
      Compensation, up to a maximum permitted under Code Section 401(a)(17), as
      indexed, allocated on behalf of any Key Employee for that

     

    
      
         

      

      
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      	year.



    

      .(a) In any Limitation
      Year
      prior to January 1, 2000, if the Employer maintains or maintained a Defined
      Benefit Plan which is not paired, the provisions of the “Limitations on
      Allocations” section of the Adoption Agreement shall apply.

      .(b) Each Participant
      who is
      employed by the Employer on the last day of the Plan Year shall be entitled
      to
      receive an allocation of the Employer's minimum contribution for such Plan
      Year.
      The minimum allocation applies even though under other Plan provisions the
      Participant would not otherwise be entitled to receive an allocation, or would
      have received a lesser allocation for the year because the Participant fails
      to
      make required contributions to the Plan, the Participant's Compensation is
      less
      than a stated amount, or the Participant fails to complete one-thousand (1,000)
      Hours of Service (or such lesser number designated by the Employer in the
      Adoption Agreement) during the Plan Year. A paired profit-sharing Plan
      designated to provide the Top-Heavy minimum contribution must do so regardless
      of profits. An Employer may elect in the Adoption Agreement by resolution or
      by
      Plan amendment whether the Top-Heavy minimum Contribution will be made to all
      Participants or just non-Key Employees.

    The Top-Heavy minimum contribution
      does not apply to any Participant to the extent the Participant is covered
      under
      any other plan(s) of the Employer and the Employer has provided in the Adoption
      Agreement that the minimum allocation or benefit requirements applicable to
      this
      Plan will be satisfied in the other plan(s).

    If a Key Employee makes an Elective
      Deferral or has an allocation of Matching Contributions credited to his or
      her
      account, a Top-Heavy minimum contribution will be required for non-Key Employees
      who are Participants. For purposes of satisfying the Top-Heavy minimum
      contribution requirement, Elective Deferrals and Matching Contributions are
      not
      taken into account.

    14.3 Minimum
      Vesting

    For any Plan Year during which
      this
      Plan is Top-Heavy, the minimum vesting schedule selected by the Employer in
      the
      Adoption Agreement will automatically apply to the Plan. If the vesting schedule
      elected by the Employer in the Adoption Agreement is less liberal than the
      allowable schedule, the schedule will automatically shift to a vesting schedule
      which satisfies the Top-Heavy minimum requirements. If the vesting schedule
      under the Employer's Plan shifts in or out of the Top-Heavy schedule for any
      Plan Year, such shift is an amendment to the vesting schedule and the election
      in paragraph 9.9 of the Basic Plan Document #01 applies. The minimum vesting
      schedule applies to all accrued benefits within the meaning of Code Section
      411(a)(7) except those attributable to Employee contributions, including
      benefits accrued before the effective date of Code Section 416 and benefits
      accrued before the Plan became Top-Heavy. No reduction in vested benefits may
      occur in the event the Plan's status as Top-Heavy changes for any Plan Year.
      This paragraph does not apply to the account balances of any Employee who does
      not have one (1) Hour of Service after the Plan initially becomes Top-Heavy
      and
      such Employee's account balance attributable to Employer contributions and
      forfeitures will be determined without regard to this paragraph.

    14.4 Limitations On
      Allocations

    In any Limitation Year beginning
      prior to January 1, 2000 in which the Top-Heavy Ratio exceeds 90% (i.e., the
      Plan becomes Super Top-Heavy), the denominators of the Defined Benefit Fraction
      and Defined Contribution Fraction shall be computed using 100% of the dollar
      limitation instead of 125%.

    14.5 Use Of Safe Harbor
      Contributions To Satisfy Top-Heavy Contribution Rules

    If elected in the Adoption Agreement,
      a 3% Safe Harbor Non-Elective Contribution allocated to all eligible Employees
      may be used to satisfy the minimum contribution requirement for a Top-Heavy
      Plan. A Safe Harbor Matching Contribution may not be used to satisfy the minimum
      contribution requirement for a Top-Heavy Plan.

    14.6 Top-Heavy Rules For
      SIMPLE
      401(k) Plans

    A SIMPLE 401(k) Plan is not treated
      as a Top-Heavy Plan under Code Section 416 for any year for which this article
      applies.

     

    
      
         

      

      
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    ARTICLE
      XV

     

    AMENDMENT
      AND TERMINATION


    15.1
      Amendment By Sponsor 

    The Sponsor may amend any or all
      provisions of this Prototype Defined Contribution Plan at any time without
      obtaining the approval or consent of any Employer which has adopted this Plan
      and Trust provided that no amendment shall authorize or permit any part of
      the
      corpus or income of the Plan to be used for or diverted to purposes other than
      for the exclusive benefit of Participants and their Beneficiaries, or eliminate
      an optional form of distribution. For purposes of Sponsor amendments, the mass
      submitter of this Basic Plan Document #01 shall be recognized as the agent
      of
      the Sponsor. If the Sponsor does not adopt the amendments made by the mass
      submitter, it will no longer be identical to or a minor modifier of the mass
      submitter plan.

    15.2 Amendment By
      Employer

    The Employer may amend any option
      in
      the Adoption Agreement, and may include language as permitted in the Adoption
      Agreement to satisfy Code Section 415 or to avoid duplication of minimums under
      Code Section 416 because of the required aggregation of multiple plans. The
      Employer may also adopt certain model amendments published by the Internal
      Revenue Service which specifically provide that their adoption will not cause
      the Plan to be treated as an individually designed plan for which the Employer
      must obtain a separate determination letter. An Employer that amends the Plan
      for any other reason, including a waiver of the minimum funding requirement
      under Code Section 412(d), will no longer participate in this Prototype Plan
      program and will be considered an individually designed Plan. In such event,
      all
      references to the institution or company as Sponsor shall be deemed null and
      void.

    15.3 Protected
      Benefits

    An amendment (including the adoption
      of this Plan as a restatement of an existing Plan) may not decrease a
      Participant’s accrued benefit or account balance except to the extent permitted
      under Code Section 412(c)(8), and may not reduce or eliminate a Code Section
      411(d)(6) protected benefit (except as provided by the Code or the Regulations
      issued thereunder) determined immediately prior to the date of adoption, or
      if
      later, the Effective Date of the amendment. Where this Plan is being adopted
      to
      amend another plan that contains a protected benefit not provided for in this
      document, the Employer may attach an addendum to the Adoption Agreement that
      describes such protected benefit which shall be incorporated in the
      Plan.

    15.4 Plan
      Termination

    The Employer shall have the right
      to
      terminate its Plan at any time. The Sponsor of this Prototype Defined
      Contribution Plan is to be given sixty (60) days notice in writing of the
      Employer’s intent to terminate or transfer the assets of the Plan. If the Plan
      is terminated, partially terminated, or if there is a complete discontinuance
      of
      contributions under a profit-sharing plan maintained by the Employer, all
      amounts credited to the accounts of Participants shall vest and become
      nonforfeitable. In the event of a partial termination, only those who are
      affected by such partial termination shall be fully vested. In the event of
      termination, the Plan Administrator shall direct the Trustee or the Custodian
      as
      applicable with respect to the distribution of accounts to or for the exclusive
      benefit of Participants or their Beneficiaries. Such distribution shall be
      made
      directly to Participants or, at the direction of the Participant, may be
      transferred directly to another Eligible Retirement Plan or individual
      retirement account. In the absence of an election by a Participant who has
      received notice from the Plan Administrator under paragraph 6.11, the Plan
      Administrator may direct the Trustee or Custodian to transfer the Participant's
      benefit to another Defined Contribution Plan maintained by the Employer, other
      than an employee stock ownership plan. If the Employer does not maintain another
      Defined Contribution Plan, the Plan Administrator may direct the Trustee or
      Custodian to transfer the Participant's benefit to an individual retirement
      account with an institution selected by the Plan Administrator, or make a
      distribution pursuant to paragraph 7.15. Prior to making any distribution,
      the
      Plan Administrator shall establish in a manner acceptable to the Trustee or
      Custodian, that the Plan has received a favorable determination letter from
      the
      Internal Revenue Service approving the Plan termination and authorizing the
      distribution of benefits to Plan Participants. In the

     

    
      
         

      

      
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    absence of such determination
      letter,
      the Trustee or Custodian may agree to make distributions to Participants if
      the
      Plan Administrator represents that the applicable requirements, if any, of
      ERISA
      and the Code governing the termination of employee benefit plans have been
      or
      are being complied with or that appropriate authorizations, waivers, exemptions,
      or variances have been or are being obtained.

    15.5 Distribution Restrictions
      Under A Code Section 401(k) Plan 

    If the Employer’s Plan includes a
      cash or deferred arrangement or if transferred assets described in paragraph
      6.13 are subject to the distribution restrictions of Code Sections 401(k)(2)
      and
      401(k)(10), the special distribution provisions of this paragraph apply. The
      portion of the Participant’s Vested Account Balance attributable to Elective
      Deferrals (or to amounts treated under the cash or deferred arrangement as
      Elective Deferrals) is not distributable on account of Plan termination, as
      described in this paragraph, unless:   .(a) the Participant otherwise
      is
      entitled under the Plan to a distribution of that portion of the Vested Account
      Balance, or   .(b) the Plan termination occurs without the establishment
      of
      a successor Plan. A successor Plan under subparagraph (b) is a Defined
      Contribution Plan other than an employee stock ownership plan [as defined in
      Code Section 4975(e)(7)], a Simplified Employee Pension Plan [as defined in
      Code
      Section 408(k)], or a SIMPLE IRA Plan [as defined in Code Section 408(p)]
      maintained by the Employer (or by a related Employer) at the time of the
      termination of the Plan or within the period ending twelve (12) months after
      the
      final distribution of assets. A distribution pursuant to this subparagraph
      (b),
      must be part of a lump sum distribution(s) to the Participant of his Vested
      account balance.

      .(c) The disposition
      by a
      corporation to an unrelated entity of such corporation’s interest in a
      subsidiary [within the meaning of Code Section 409(d)(3)] if such corporation
      continues to maintain the Plan, but only with respect to the Employees who
      continue employment with such subsidiary.   .(d) In connection with
      the
      disposition by an Employer of less than 85% of the assets used by the Employer
      in a trade or business to an unrelated entity, distribution of the entire Vested
      Account Balance of an Participant who continues employment with the acquirer
      will, if so agreed to by the Employer, be made to the Participant in a single
      lump sum. This paragraph shall apply if the acquirer does not maintain the
      Plan
      after disposition and only if such Employee’s change in employment status
      constitutes a “separation from Service” within the meaning of Code Section
      401(k)(2)(b)(i)(I).

    15.6 Qualification Of
      Employer's Plan 

    If the adopting Employer fails
      to
      obtain or retain applicable Internal Revenue Service qualification as a
      Prototype Plan, such Employer's Plan shall no longer participate in this
      Prototype Defined Contribution Plan and will be considered an individually
      designed plan.

    15.7 Mergers And
      Consolidations

     

      .(a) In the case of
      any
      merger or consolidation of the Employer's Plan with, or transfer of assets
      or
liabilities of the Employer's
      Plan to any other plan, Participants in the Employer's Plan shall be entitled
      to
      receive benefits immediately after the merger, consolidation, or transfer which
      are equal to or greater than the benefits they would have been entitled to
      receive immediately before the merger, consolidation, or transfer if the Plan
      had then terminated.

      .(b) Any corporation
      into
      which the Trustee, Custodian or any successor thereto may be merged or with
      which it may be consolidated, or any corporation resulting from any merger
      or
      consolidation to which the Trustee, Custodian or any successor thereto may
      be a
      party, or any corporation to which all or substantially all the business of
      the
      Trustee, Custodian or any successor thereto may be transferred, shall
      automatically be the successor without the filing of any instrument or
      performance of any further act, before any court.

    15.8 Qualification Of
      Prototype


    The Sponsor intends that this
      Prototype Defined Contribution Plan will meet the requirements of the Code
      as a
      qualified Defined Contribution Plan. Should the Commissioner of Internal Revenue
      or any delegate of the Commissioner at any time determine that the Prototype
      Defined Contribution Plan fails to meet the requirements of the Code, the
      Sponsor will amend the Basic Plan Document #01 as necessary to maintain its
      qualified status.

     

    
      
         

      

      
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    ARTICLE
      XVI

     
GOVERNING
      LAW

    16.1 Governing Law


    Construction, validity and
      administration of the Prototype Defined Contribution Plan and any Employer
      Plan
      established under the terms of this Plan and accompanying Adoption Agreement,
      shall be governed by Federal law to the extent applicable and to the extent
      not
      applicable by the laws of the State or Commonwealth in which the principal
      office of the Prototype Sponsor or its affiliate is located.

    16.2 State Community Property
      Laws 

    The terms and conditions of the
      Prototype Defined Contribution Plan and any Employer’s Plan established under
      the terms of this Basic Plan Document #01 and accompanying Adoption Agreement
      shall be applicable without regard to community property laws of any
      state.

     

    
      
         

      

      
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    10/02
IRS
      MODEL
      AMENDMENT


    With respect to distributions
      under
      the Plan made for calendar years beginning on or after:

    
      	
              [ ] January 1,
                2001

              
[
                ]
                January 1, 2002


            


    

    the Plan will apply the minimum
      distribution requirements of Code Section 401(a)(9) in accordance with the
      Regulations under Code Section 401(a)(9) that were proposed on January 17,
      2001,
      notwithstanding any provision of the Plan to the contrary. This paragraph shall
      continue in effect until the end of the last calendar year beginning before
      the
      effective date of the final Regulations under Code Section 401(a)(9) or such
      other date as may be specified in guidance published by the Internal Revenue
      Service.

    AMENDMENT TO THE PROTOTYPE
      DEFINED
      CONTRIBUTION PLAN BASIC PLAN DOCUMENT #01 

    The Employer named in the Adoption
      Agreement hereby amends the Plan to reflect certain provisions of the Economic
      Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). This amendment is
      intended as a good faith compliance with the requirements of EGTRRA and is
      to be
      construed in accordance with EGTRRA and guidance issued thereunder. This
      amendment shall supersede the provisions of the Basic Plan Document #01 to
      the
      extent those provisions are inconsistent with the provisions of this amendment.
      The Basic Plan Document #01 is hereby amended as follows:

      .1. Paragraph 1.16 of
      the
      Basic Plan Document #01 entitled “Compensation”, under the paragraph entitled
“Limitation on Compensation” is amended effective for Plan Years beginning after
      December 31, 2001, by the addition of the following three sentences at the
      end
      of the paragraph:   .“The annual Compensation of each Participant taken
      into account in determining allocations for any Plan Year beginning after
      December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
      increases in accordance with Code Section 401(a)(17)(B). Annual Compensation
      means Compensation during the Plan Year or such other consecutive 12-month
      period over which Compensation is otherwise determined under the Plan (the
      determination period). The cost-of-living adjustment in effect for a calendar
      year applies to annual Compensation for the determination period that begins
      with or within such calendar year.” 
  .2. Paragraph
      1.55 of the Basic Plan
      Document #01 entitled “Key Employee”, is deleted in its entirety and replaced
      with the following for Plan Years beginning after December 31, 2001: 
 
      .“1.55 Key
      Employee Key Employee
      means any Employee or former Employee (including any deceased Employee) who
      at
      any time during the Plan Year that includes the determination date was an
      officer of the Employer having annual Compensation greater than $130,000 [as
      adjusted under Code Section 416(i)(1) for Plan Years beginning after December
      31, 2002], a five percent (5%) owner of the Employer, or a one percent (1%)
      owner of the Employer having annual Compensation of more than $150,000. For
      this
      purpose, annual Compensation means Compensation within the meaning of Code
      Section 415(c)(3). The determination of who is a Key Employee will be made
      in
      accordance with Code Section 416(i)(1) and the applicable Regulations and other
      guidance of general applicability issued thereunder.”
  .3.
Paragraph
      4.4 of the Basic Plan Document #01 entitled “Rollover
      Contributions”, is amended by the addition of the following paragraph (g) which
      shall read as follows: 
  .“(g) If elected by the Employer in the
      Adoption Agreement, the Plan will accept Participant Rollover Contributions
      and/or Direct Rollovers of distributions made after December 31, 2001, from
      the
      types of plans specified in the Adoption Agreement, beginning on the Effective
      Date specified in the Adoption Agreement.”

    2.4.
      Paragraph 4.7 of the Basic Plan Document #01 entitled “Elective
      Deferrals in a 401(k) Plan”, is amended by the addition of two new paragraphs
      (g) and (h) which shall read as follows:

    “(g) No Participant shall be
      permitted to have Elective Deferrals made under this Plan, or 

     

    
      
         

      

      
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      	 	 	any other Qualified Plan maintained by the Employer
              during any taxable year, in excess of the dollar limitation contained
              in
              Code Section 402(g) in effect for such taxable year, except to the
              extent
              permitted under subparagraph (h) below and Code Section 414(v), if
              applicable.
	 	 	 
	 	(h) 
                  	If elected by the Employer
              in
              the Adoption Agreement, all Employees who are eligible to make Elective
              Deferrals under this Plan and who have attained age fifty (50) before
              the
              close of the Plan Year shall be eligible to make catch-up contributions
              in
              accordance with, and subject to the limitations of, Code Section 414(v).
              Such catch-up contributions shall not be taken into account for purposes
              of the provisions of the Plan implementing the required limitations
              of
              Code Sections 402(g) and 415. The Plan shall not be treated as failing
              to
              satisfy the provisions of the Plan implementing the requirements of
              Code
              Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable,
              by reason of the making of such catch-up contributions.”
	 
	5. 
                  	Paragraph
              4.8 of the
              Basic Plan Document #01 entitled "Elective Deferrals in a SIMPLE 401(k)
              Plan" is amendment by the addition of two new paragraphs (j) and (k)
              which
              shall read as follows: "(j) Except to the extent permitted under
              subparagraph (k) below, the Adoption Agreement, EGTRRA §631 and Code Section 414(v),
              the
              maximum salary reduction contribution that can be made to this Plan
              is the
              amount determined under Code Section 408(p)(2)(A)(ii) for the calendar
              year.
	 


    

    
      	(k) 
                  	If elected by the Employer
              in
              the Adoption Agreement, all Employees who are eligible to make Elective
              Deferrals under this Plan and who have attained age fifty (50) before
              the
              close of the Plan Year shall be eligible to make catch-up contributions
              in
              accordance with, and subject to the limitations of, Code Section 414(v).
              Such catch-up contributions shall not be taken into account for purposes
              of the provisions of the Plan implementing the required limitations
              of
              Code Sections 401(k)(11), 408(p)(2)(A)(ii), 410(b) and 415(c) as
              applicable, by reason of the making of such catch-up
              contributions."
	 


    

    
      	6. 
                  	Effective as of the date
              set
              forth in the Adoption Agreement Section entitled “Distribution Upon
              Severance from Employment”, paragraph 6.3 of the Basic Plan Document #01
              entitled "Benefits on Termination of Employment " is amended by the
              addition of paragraphs (i) and (j) which shall read as follows:
	 


    

    
      	“(i) 
	  	If
              elected
              by the Employer in the Adoption Agreement, this paragraph shall apply
              for  
	  	  	distributions
              and severances from employment occurring after the
              dates specified in the  
	  	  	Adoption
              Agreement.  
	  
	  	  	A
              Participant’s Elective Deferrals, Qualified Non-Elective Contributions,
              Qualified  
	  	  	Matching
              Contributions, and earnings attributable to these contributions shall
              be  
	  	  	distributed
              on account of the Participant’s severance from employment. However, such
              a  
	  	  	distribution
              shall be subject to the other provisions of the Plan
              regarding distributions,  
	  	  	other
              than
              provisions that require a separation from Service before such amounts
              may
              be  
	  	  	distributed. 



    

    


    
      	(j) 
                  	If elected by the Employer
              in
              the Adoption Agreement, the value of a Participant’s nonforfeitable
              account balance shall be determined without regard to that portion
              of the
              account balance that is attributable to rollover contributions (and
              the
              earnings allocable thereto) within the meaning of Code Sections 402(c),
              403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16). If the value
              of the
              Participant‘s nonforfeitable account balance as so determined is $5,000 or
              less, the Plan shall immediately distribute the Participant’s entire
              nonforfeitable account balance.”
	 


    

     

    
      
         

      

      
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      	7. 
                  	Effective as of the date
              set
              forth in the Adoption Agreement Section entitled “Distribution Upon
              Severance from Employment”, paragraph 6.6 of the Basic Plan Document #01
              entitled “Commencement of Benefits”, is amended by the addition of
              paragraph (d) which shall read as follows:
	 


    

    
      	“(d) 
	  	If
              elected
              by the Employer in the Adoption Agreement, this paragraph shall apply
              for  
	  	  	distributions
              and severances from employment occurring after the
              dates specified in the  
	  	  	Adoption
              Agreement.  
	  
	  	  	A
              Participant’s Elective Deferrals, Qualified Non-Elective Contributions,
              Qualified  
	  	  	Matching
              Contributions, and earnings attributable to these contributions shall
              be  
	  	  	distributed
              on account of the Participant’s severance from employment. However, such
              a  
	  	  	distribution
              shall be subject to the other provisions of the Plan
              regarding distributions,  
	  	  	other
              than
              provisions that require a separation from Service before such amounts
              may
              be  
	  	  	distributed.” 



    

    


    8.
      The following new paragraph (c) is added to paragraph 6.7 of the Basic
      Plan Document #01 entitled "Transitional Rules for Cash-Out Limits" and shall
      apply if elected by the Employer in the Adoption Agreement and be effective
      as
      specified in the Adoption Agreement.

    “(c)
      If elected by the Employer in the Adoption Agreement, for purposes
      of this paragraph 6.7, the value of a Participant’s nonforfeitable account
      balance shall be determined without regard to that portion of the account
      balance that is attributable to Rollover Contributions (and the earnings
      allocable thereto) within the meaning of Code Sections 402(c), 403(a)(4),
      403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the value of the Participant’s
      nonforfeitable account balance as so determined is $5,000 or less, the Plan
      shall immediately distribute the Participant’s entire nonforfeitable account
      balance.”

    2.9.
      Paragraph 6.9 of the Basic Plan Document #01 entitled “Hardship
      Withdrawals”, is amended effective January 1, 2002 by the addition of the
      following paragraph (d):

    
      	“(d) 
	  	A
              Participant who receives a distribution after December 31, 2001, on
              account of  
	  	  	Hardship
              shall be prohibited from making Elective Deferrals and Voluntary
              After-tax  
	  	  	Contributions
              under this and all other Plans of the Employer for
              six (6) months after  
	  	  	receipt
              of
              the distribution. A Participant who receives a distribution in calendar
              year  
	  	  	2001
              on
              account of Hardship shall be prohibited from making Elective Deferrals
              and  
	  	  	Voluntary
              After-tax Contributions under this and all other Plans of the Employer
              for  
	  	  	the
              period
              specified by the Employer in the Adoption Agreement.” 
              


    

    


    The Code Section 402(g) limit
      for
      2002 does not have to be reduced with respect to a participant who has received
      a Hardship distribution in calendar year 2001.

    
      	10. 
                  	Paragraph 6.10 of the
              Basic
              Plan Document #01 entitled “Direct Rollover of Benefits”, is amended
              effective January 1, 2002 by the addition of the following paragraph
              (e):
	 


    

    
      	“(e) 
	  	This
              paragraph shall apply only to distributions made after December 31,
              2001.
              For  
	  	  	purposes
              of
              the Direct Rollover provisions in paragraph 6.10 of the Plan, an
              Eligible  
	  	  	Retirement
              Plan shall also mean an annuity contract described in Code Section
              403(b)  
	  	  	and
              an
              eligible plan under Code Section 457(b) which is maintained by a state,
              political  
	  	  	subdivision
              of a state, or any agency or instrumentality of a state or
              political  
	  	  	subdivision
              of a state which agrees to separately account for amounts transferred
              into  
	  	  	such
              plan
              from this Plan. The definition of Eligible Retirement Plan shall also
              apply in  
	  	  	the
              case of
              a distribution to a surviving Spouse, or to a Spouse or former Spouse
              who
              is  
	  	  	the
              alternate payee under a Qualified Domestic Relations Order, as defined
              in
              Code  
	  	  	Section
              414(p).  
	  
	  	  	For
              purposes of the Direct Rollover provisions in paragraph 6.10 of the
              Plan,
              any amount  


    

    


     

    
      
         

      

      
        112

        
          

        

      

      
         

      

    


    that is distributed on account
      of
      Hardship shall not be an Eligible Rollover Distribution and the distributee
      may
      not elect to have any portion of such a distribution paid directly to an
      Eligible Retirement Plan.

    For purposes of the Direct Rollover
      provisions in paragraph 6.10 of the Plan, a portion of the distribution shall
      not fail to be an Eligible Rollover Distribution merely because the portion
      consists of Voluntary After-tax Contributions which are not includible in gross
      income. However, such portion may be transferred only to an individual
      retirement account or annuity described in Code Section 408(a) or (b), or to
      a
      qualified Defined Contribution Plan described in Code Section 401(a) or 403(a)
      that agrees to separately account for amounts so transferred, including
      separately accounting for the portion of such distribution which is includible
      in gross income and the portion of such distribution which is not so
      includible.”

    
      	11. 
                  	Article IX of Basic Plan
              Document #01 entitled “VESTING”, is hereby amended effective for the first
              Plan Year beginning after December 31, 2001, by adding a new paragraph
              9.12 entitled “Vesting of Employer Matching Contributions” which shall
              read as follows:
	 


    

    “9.12
      Vesting Of Employer Matching Contributions This section shall
      apply to Participants with
      an account balance derived from Employer Matching Contributions who complete
      an
      Hour of Service under the Plan in a Plan Year beginning after December 31,
      2001.
      If elected by the Employer in the Adoption Agreement, this section shall also
      apply to all other Participants with an account balance derived from Employer
      Matching Contributions.

    A
      Participant’s account balance derived from
      Employer Matching Contributions shall vest as provided in Section XIII(E) of
      the
      Adoption Agreement if elected.”

    
      	12. 
                  	Article X of Basic Plan
              Document #01 entitled “LIMITATIONS ON ALLOCATIONS”, is amended by the
              addition of the following paragraph 10.6 entitled “Annual Additions” which
              shall read as follows:
	 


    

    “10.6
      Annual Additions Except to the extent
      permitted under Section 4.7(h) of Basic Plan
      Document #01 and under Code Section 414(v), the Annual Addition that may be
      contributed or allocated to a Participant’s account under the Plan for any
      Limitation Year beginning after December 31, 2001 shall not exceed the lesser
      of:

      .(a) $40,000, as adjusted
      for increases in the cost-of-living under Code Section 415(d), or

      .(b) 100% of the
      Participant’s Compensation, within the meaning of Code Section 415(c)(3), for
      the Limitation Year.

     

    
      	  	  	The
              Compensation limit referred to in (b) above shall not apply to
              any contribution for medical  
	  	  	  	  	benefits
              after separation from Service [within the meaning of Code Section 401(h)
              or  
	  	  	  	  	Code
              Section 419A(f)(2)] which is otherwise treated as an Annual
              Addition.”  
	  
	1. 
	  	13. 
	  	Effective
              for Plan Years beginning after December 31, 2001, paragraph 11.7(b)
              of
              the  


    

    


    Basic Plan Document #01 is amended
      by
      the deletion of this paragraph which outlines the multiple use test described
      in
      Treasury Regulations Section 1.401(m) -2.

    14.
      Paragraph 12.9 of the Basic Plan Document
      #01 entitled “Participant Loans” is amended effective January 1, 2001 by
      deleting the language at subsection (i) and replacing it with the following:
      “(i)
      Effective for Plan loans made after
      December 31, 2001, Plan provisions prohibiting loans to any Owner-Employee
      or
      Shareholder Employee shall cease to apply.”

    2.15.
      Paragraph 14.2 of the Basic Plan Document #01 entitled “Minimum
      Contribution” is amended for Plan Years beginning after December 31, 2001 by the
      addition of the following two new subparagraphs at the end of the paragraph
      which shall read as follows:

     

    
      
         

      

      
        113

        
          

        

      

      
         

      

    


    “Matching
      Contributions –Employer Matching
      Contributions shall be taken
      into account for purposes of satisfying the minimum contribution requirements
      of
      Code Section 416(c)(2).

    The preceding sentence shall apply
      with respect to Matching Contributions under the Plan or, if the Plan provides
      that the minimum contribution requirement shall be met in another plan, such
      other plan. Employer Matching Contributions that are used to satisfy the minimum
      contribution requirements shall be treated as Matching Contributions for
      purposes of the Actual Contribution Percentage Test and other requirements
      of
      Code Section 401(m).

    Contributions Under Other
      Plans
–The Employer may
      provide in the Adoption Agreement that the minimum benefit requirement shall
      be
      met in another plan, including another plan that consists solely of a cash
      or
      deferred arrangement which meets the requirements of Code Section 401(k)(12)
      and
      Matching Contributions which meet the requirements of Code Section
      401(m)(11).”

    
      	16. 
                  	The Top-Heavy requirements
              of
              Code Section 416 and Article XIV of the Basic Plan Document #01 shall
              not
              apply in any Plan Year beginning after December 31, 2001, in which
              the
              Plan established under the Basic Plan Document #01 consists solely
              of a
              cash or deferred arrangement which meets the requirements of Code Section
              401(k)(12) and Matching Contributions which meet the requirements of
              Code
              Section 401(m)(11).
	 


    

    This paragraph shall apply for
      purposes of determining whether the Plan is a Top-Heavy Plan under Code Section
      416(g) for Plan Years beginning after December 31, 2001, and whether the Plan
      satisfies the minimum benefits requirements of Code Section 416(c) for such
      years. This section amends Article XIV of the Basic Plan Document #01 by adding
      paragraph 14.7 entitled “Determination of Top-Heavy Status”. The paragraph shall
      read as follows:

    
      	“14.7
              Determination Of Top-Heavy
              Status



    

      .(a) Determination
      of Present Values and Amounts
      -This paragraph 14.7
      shall apply for purposes of determining the Present Values of accrued benefits
      and the amounts of account balances of Employees as of the Top-Heavy
      Determination Date.

    (b)
Distributions
      During the Plan Year Ending on
      the Top-Heavy Determination Date - The Present Value
      of accrued benefits and the
      amounts of account balances of an Employee as of the Top-Heavy Determination
      Date shall be increased by the distributions made with respect to the Employee
      under the Plan and any plan aggregated with this Plan under Code Section
      416(g)(2) during the 1-year period ending on the Top-Heavy Determination Date.
      The preceding sentence shall also apply to distributions under a terminated
      plan which, had it not been terminated, would have been
      aggregated with this Plan under Code Section 416(g)(2)(A)(i). In the case of
      a
      distribution made for a reason other than separation from Service, death, or
      Disability, this provision shall be applied by substituting “5-year period” for
“1-year period”.

      .(c)
Employees
      Not Performing Services During the
      Plan Year Ending on the Top-Heavy Determination
      Date -The accrued benefits
      and accounts of any
      individual who has not performed services for the Employer during the 1 -year
      period ending on the Top-Heavy Determination Date shall not be taken into
      account.”

    
      	Revised
              2/04



    

         MINIMUM DISTRIBUTION
      REQUIREMENTS

     MODEL
      AMENDMENT TO
      THE PROTOTYPE DEFINED CONTRIBUTION PLAN BASIC PLAN DOCUMENT

    #01 

    The Employer named in the
      Adoption
      Agreement hereby amends the Plan to reflect certain provisions of

     

    
      
         

      

      
        114

        
          

        

      

      
         

      

    


    the final Regulations issued
      under
      Code Section 401(a)(9). This amendment is intended as a good faith compliance
      with the requirements of the Regulations and is to be construed in accordance
      with the guidance issued thereunder. Except as otherwise provided, this
      amendment shall be effective as of the first day of the first Plan Year
      beginning after December 31, 2001. This amendment shall supersede the provisions
      of the Basic Plan Document #01 to the extent those provisions are inconsistent
      with the provisions of this amendment. The Basic Plan Document #01 is hereby
      amended as follows: 

    ARTICLE
      XVII MINIMUM
      DISTRIBUTION REQUIREMENTS 

    17.1 Effective Date


    Unless an earlier effective date
      is
      specified in the Adoption Agreement, the provisions of this Article will apply
      for purposes of determining required minimum distributions for calendar years
      beginning with the 2003 calendar year.

    17.2 Coordination With
      Minimum
      Distribution Requirements Previously In Effect

    If the Adoption Agreement specifies
      an effective date of this Article that is earlier than calendar years beginning
      with the 2003 calendar year, required minimum distributions for 2002 under
      this
      Article will be determined as follows. If the total amount of 2002 required
      minimum distributions under the Plan made to the distributee prior to the
      effective date of this Article equals or exceeds the required minimum
      distributions determined under this Article, then no additional distributions
      will be required to be made for 2002 on or after such date to the distributee.
      If the total amount of 2002 required minimum distributions under the Plan made
      to the distributee prior to the effective date of this Article are less than
      the
      amount determined under this Article, then required minimum distributions for
      2002 on and after such date will be determined so that the total amount of
      required minimum distributions for 2002 made to the distributee will be the
      amount determined under this Article.

    17.3 Precedence


    The requirements of this Article
      will
      take precedence over any inconsistent provisions of the Plan.

    17.4 Requirements Of Treasury
      Regulations Incorporated 

    All distributions required under
      this
      Article will be determined and made in accordance with the Treasury Regulations
      under Code §401(a)(9).

    17.5 TEFRA Section 242(b)(2)
      Elections

    Notwithstanding the other provisions
      of this Article, distributions may be made under a designation made before
      January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and
      Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate
      to Section 242(b)(2) of TEFRA.

    17.6 Required Beginning
      Date


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

    17.7 Death Of Participant
      Before Distributions Begin

    If the Participant dies before
      distributions begin, the Participant’s entire interest will be distributed, or
      begin to be distributed, no later than as follows: 

  .(a)
      If the Participant’s surviving
      Spouse is the Participant’s sole designated Beneficiary, then, except as
      provided in the Adoption Agreement, distributions to the surviving Spouse will
      begin by December 31 of the calendar year immediately following the calendar
      year in which the Participant died, or by December 31 of the calendar year
      in
      which the Participant would have attained age 701⁄2, if later.

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

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


    

     

    
      
         

      

      
        115

        
          

        

      

      
         

      

    


    
      	 	the fifth anniversary
              of the
              Participant’s death.
	 
	(d) 
                  	If the Participant’s surviving
              Spouse is the Participant’s sole designated Beneficiary and the surviving
              Spouse dies after the Participant but before distributions to the
              surviving Spouse begin, this paragraph 17.7,
	 


    

    other than paragraph 17.7(a), will apply
      as
      if the surviving Spouse were the Participant.

    For purposes of this paragraph and
      paragraphs 17.11 and 17.12, unless paragraph 17.7(d) applies, distributions
      are
      considered to begin on the Participant’s Required Beginning Date. If paragraph
      17.7(d) applies, distributions are considered to begin on the date distributions
      are required to begin to the surviving Spouse under paragraph 17.7(a) . If
      distributions under an annuity purchased from an insurance company irrevocably
      commence to the Participant before the Participant’s Required Beginning Date [or
      to the Participant’s surviving Spouse before the date distributions are required
      to begin to the surviving Spouse under paragraph 17.7(a)], the date
      distributions are considered to begin is the date distributions actually
      commence.

    17.8 Forms Of Distributions


    Unless the Participant’s interest is
      distributed in the form of an annuity purchased from an insurance company or
      in
      a single sum on or before the Required Beginning Date, as of the First
      Distribution Calendar Year distributions will be made in accordance with
      paragraph 17.9 through paragraph 17.12 of this Article. If the Participant’s
      interest is distributed in the form of an annuity purchased from an insurance
      company, distributions thereunder will be made in accordance with the
      requirements of Code Section 401(a)(9) of the Treasury Regulations.

    17.9 Amount of Required Minimum
      Distribution For Each Distribution Calendar Year 

    During the Participant’s lifetime, the
      minimum amount that will be distributed for each Distribution Calendar Year
      is
      the lesser of:

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

      .(b) if the Participant’s sole
      designated Beneficiary for the distribution calendar year is the Participant’s
      Spouse, the quotient obtained by dividing the Participant’s account balance by
      the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)
      -9 of the Treasury Regulations, using the Participant’s and Spouse’s attained
      ages as of the Participant’s and Spouse’s birthdays in the Distribution Calendar
      Year.

    17.10 Lifetime Required Minimum
      Distributions Continue Through Year Of Participant’s Death Required minimum distributions
      will be determined
      under this paragraph and paragraph 17.9 beginning with the first Distribution
      Calendar Year and up to and including the Distribution Calendar Year that
      includes the Participant’s date of death.

    17.11 Death On Or After Distributions
      Begin

     

    
      
         

      

      
        116

        
          

        

      

      
         

      

    


      .(a) Participant
      Survived By Designated Beneficiary
-If
      the Participant dies on or after the date
      distributions begin and there is a designated Beneficiary, the minimum amount
      that will be distributed for each Distribution Calendar Year after the year
      of
      the Participant’s death is the quotient obtained by dividing the Participant’s
      account balance by the longer of the remaining life expectancy of the
      Participant or the remaining life expectancy of the Participant’s designated
      Beneficiary, determined as follows: 

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

      .(2) If the Participant’s surviving
      Spouse is the Participant’s sole designated Beneficiary, the remaining life
      expectancy of the surviving Spouse is calculated for each Distribution Calendar
      Year after the year of the Participant’s death using the surviving Spouse’s age
      as of the Spouse’s birthday in that year. For Distribution Calendar Years after
      the year of the surviving Spouse’s death, the remaining life expectancy of the
      surviving Spouse is calculated using the age of the surviving Spouse as of
      the
      Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for
      each subsequent calendar year.

      .(3) If the Participant’s surviving
      Spouse is not the Participant’s sole designated Beneficiary, the designated
      Beneficiary’s remaining life expectancy is calculated using the age of the
      Beneficiary in the year following the year of the Participant’s death, reduced
      by one for each subsequent year.

      .(b) No
      Designated Beneficiary -
      If the
      Participant dies on or after the date distributions begin and there is no
      designated Beneficiary as of September 30 of the year after the year of the
      Participant’s death, the minimum amount that will be distributed for each
      distribution calendar year after the year of the Participant’s death is the
      quotient obtained by dividing the Participant’s account balance by the
      Participant’s remaining life expectancy calculated using the age of the
      Participant in the year of death, reduced by one for each subsequent
      year.

    17.12 Death Before Date Distributions
      Begin 

      .(a) Participant
      Survived By Designated Beneficiary -
Except as provided in the
      Adoption Agreement, if the Participant dies before the date distributions begin
      and there is a designated Beneficiary, the minimum amount that will be
      distributed for each distribution calendar year after the year of the
      Participant’s death is the quotient obtained by dividing the Participant’s
      account balance by the remaining life expectancy of the Participant’s designated
      Beneficiary, determined as provided in paragraph 17.11. 

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

      .(c) Death
      Of Surviving Spouse Before Distributions To
      Surviving Spouse Are Required To Begin - If the Participant dies before
      the date distributions
      begin, the Participant’s surviving Spouse is the Participant’s sole designated
      Beneficiary, and the surviving Spouse dies before distributions are required
      to
      begin to the surviving Spouse under paragraph 17.7(a), this paragraph 17.12
      will
      apply as if the surviving Spouse were the Participant.

     

    
      
         

      

      
        117

        
          

        

      

      
         

      

    


    17.13 Designated Beneficiary


    The individual who is designated as the
      Beneficiary under paragraph 1.13 of the Basic Plan Document #01 and is the
      designated Beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)
      -1,
      Q&A-4, of the Treasury Regulations.

    17.14 Distribution Calendar Year
      

    A calendar year for which a minimum
      distribution is required. For distributions beginning before the Participant’s
      death, the First Distribution Calendar Year is the calendar year immediately
      preceding the calendar year which contains the Participant’s Required Beginning
      Date. For distributions beginning after the Participant’s death, the First
      Distribution Calendar Year is the calendar year in which distributions are
      required to begin under paragraph 17.7. The required minimum distribution for
      the Participant’s First Distribution Calendar Year will be made on or before the
      Participant’s Required Beginning Date. The required minimum distribution for
      other Distribution Calendar Years, including the required minimum distribution
      for the Distribution Calendar Year in which the Participant’s Required Beginning
      Date occurs, will be made on or before December 31 of that Distribution Calendar
      Year.

    17.15 Life Expectancy


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

    17.16 Participant’s Account
      Balance

    The account balance as of the last Valuation
      Date in the calendar year immediately preceding the Distribution Calendar Year
      (Valuation Calendar Year) increased by the amount of any contributions made
      and
      allocated or forfeitures allocated to the account balance as of dates in the
      Valuation Calendar Year after the Valuation Date and decreased by distributions
      made in the Valuation Calendar Year after the Valuation Date. The account
      balance for the Valuation Calendar year includes any amounts rolled over or
      transferred to the Plan either in the Valuation Calendar Year or in the
      Distribution Calendar Year if distributed or transferred in the Valuation
      Calendar Year.

    17.17 Required Beginning Date


    The date specified in paragraph 1.88 of
      the
      Basic Plan Document #01.

     

    
      
         

      

      
        118