Exhibit
10.44


 


PARAGON SYSTEMS, INC.


401(K) PROFIT SHARING
PLAN


 
















 


	
  TABLE
  OF CONTENTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  I

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  II

  	
   

  
	
  ADMINISTRATION

  	
   

  
	
   

  	
   

  
	
  2.1

  	
  POWERS AND RESPONSIBILITIES
  OF THE EMPLOYER

  	
   

  
	
  2.2

  	
  DESIGNATION OF
  ADMINISTRATIVE AUTHORITY

  	
   

  
	
  2.3

  	
  POWERS
  AND DUTIES OF THE ADMINISTRATOR

  	
   

  
	
  2.4

  	
  RECORDS
  AND REPORTS

  	
   

  
	
  2.5

  	
  APPOINTMENT
  OF ADVISERS

  	
   

  
	
  2.6

  	
  PAYMENT OF EXPENSES

  	
   

  
	
  2.7

  	
  CLAIMS PROCEDURE

  	
   

  
	
  2.8

  	
  CLAIMS
  REVIEW PROCEDURE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  
	
  ELIGIBILITY

  	
   

  
	
   

  	
   

  
	
  3.1

  	
  CONDITIONS OF ELIGIBILITY

  	
   

  
	
  3.2

  	
  EFFECTIVE DATE OF
  PARTICIPATION

  	
   

  
	
  3.3

  	
  DETERMINATION OF
  ELIGIBILITY

  	
   

  
	
  3.4

  	
  TERMINATION OF ELIGIBILITY

  	
   

  
	
  3.5

  	
  OMISSION OF ELIGIBLE
  EMPLOYEE

  	
   

  
	
  3.6

  	
  INCLUSION OF
  INELIGIBLE EMPLOYEE

  	
   

  
	
  3.7

  	
  ELECTION NOT TO PARTICIPATE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  CONTRIBUTION
  AND ALLOCATION

  	
   

  
	
   

  	
   

  
	
  4.1

  	
  FORMULA
  FOR DETERMINING EMPLOYER CONTRIBUTION

  	
   

  
	
  4.2

  	
  PARTICIPANT’S
  SALARY REDUCTION ELECTION

  	
   

  
	
  4.3

  	
  TIME OF
  PAYMENT OF EMPLOYER CONTRIBUTION

  	
   

  
	
  4.4

  	
  ALLOCATION OF CONTRIBUTION, FORFEITURES
  AND EARNINGS

  	
   

  
	
  4.5

  	
  ACTUAL DEFERRAL
  PERCENTAGE TESTS

  	
   

  
	
  4.6

  	
  ADJUSTMENT
  TO ACTUAL DEFERRAL PERCENTAGE TESTS

  	
   

  
	
  4.7

  	
  ACTUAL
  CONTRIBUTION PERCENTAGE TESTS

  	
   

  
	
  4.8

  	
  ADJUSTMENT
  TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

  	
   

  



 
















 


	
  4.9

  	
  MAXIMUM ANNUAL ADDITIONS

  	
   

  
	
  4.10

  	
  ADJUSTMENT
  FOR EXCESSIVE ANNUAL ADDITIONS

  	
   

  
	
  4.11

  	
  TRANSFERS FROM QUALIFIED
  PLANS

  	
   

  
	
  4.12

  	
  DIRECTED INVESTMENT ACCOUNT

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  VALUATIONS

  	
   

  
	
   

  	
   

  
	
  5.1

  	
  VALUATION OF THE TRUST FUND

  	
   

  
	
  5.2

  	
  METHOD OF VALUATION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
   

  
	
  DETERMINATION
  AND DISTRIBUTION OF BENEFITS

  	
   

  
	
   

  	
   

  
	
  6.1

  	
  DETERMINATION
  OF BENEFITS UPON RETIREMENT

  	
   

  
	
  6.2

  	
  DETERMINATION OF
  BENEFITS UPON DEATH

  	
   

  
	
  6.3

  	
  DETERMINATION
  OF BENEFITS IN EVENT OF DISABILITY

  	
   

  
	
  6.4

  	
  DETERMINATION
  OF BENEFITS UPON TERMINATION

  	
   

  
	
  6.5

  	
  DISTRIBUTION OF BENEFITS

  	
   

  
	
  6.6

  	
  DISTRIBUTION OF
  BENEFITS UPON DEATH

  	
   

  
	
  6.7

  	
  TIME OF SEGREGATION
  OR DISTRIBUTION

  	
   

  
	
  6.8

  	
  DISTRIBUTION FOR
  MINOR BENEFICIARY

  	
   

  
	
  6.9

  	
  LOCATION
  OF PARTICIPANT OR BENEFICIARY UNKNOWN

  	
   

  
	
  6.10

  	
  PRE-RETIREMENT DISTRIBUTION

  	
   

  
	
  6.11

  	
  ADVANCE DISTRIBUTION
  FOR HARDSHIP

  	
   

  
	
  6.12

  	
  QUALIFIED
  DOMESTIC RELATIONS ORDER DISTRIBUTION

  	
   

  
	
  6.13

  	
  ELIMINATION OF LOOKBACK
  RULE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  7.1

  	
  BASIC
  RESPONSIBILITIES OF THE TRUSTEE

  	
   

  
	
  7.2

  	
  INVESTMENT
  POWERS AND DUTIES OF THE TRUSTEE

  	
   

  
	
  7.3

  	
  OTHER POWERS OF THE TRUSTEE

  	
   

  
	
  7.4

  	
  DUTIES OF THE
  TRUSTEE REGARDING PAYMENTS

  	
   

  
	
  7.5

  	
  TRUSTEE’S
  COMPENSATION AND EXPENSES AND TAXES

  	
   

  
	
  7.6

  	
  ANNUAL REPORT OF THE
  TRUSTEE

  	
   

  
	
  7.7

  	
  AUDIT

  	
   

  



 
















 


	
  7.8

  	
  RESIGNATION, REMOVAL
  AND SUCCESSION OF TRUSTEE

  	
   

  
	
  7.9

  	
  TRANSFER OF INTEREST

  	
   

  
	
  7.10

  	
  DIRECT
  ROLLOVER

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
  AMENDMENT,
  TERMINATION AND MERGERS

  	
   

  
	
   

  	
   

  
	
  8.1

  	
  AMENDMENT

  	
   

  
	
  8.2

  	
  TERMINATION

  	
   

  
	
  8.3

  	
  MERGER OR CONSOLIDATION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
   

  
	
  TOP
  HEAVY

  	
   

  
	
   

  	
   

  
	
  9.1

  	
  TOP HEAVY PLAN REQUIREMENTS

  	
   

  
	
  9.2

  	
  DETERMINATION OF TOP
  HEAVY STATUS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  10.1

  	
  PARTICIPANT’S RIGHTS

  	
   

  
	
  10.2

  	
  ALIENATION

  	
   

  
	
  10.3

  	
  CONSTRUCTION OF PLAN

  	
   

  
	
  10.4

  	
  GENDER
  AND NUMBER

  	
   

  
	
  10.5

  	
  LEGAL
  ACTION

  	
   

  
	
  10.6

  	
  PROHIBITION
  AGAINST DIVERSION OF FUNDS

  	
   

  
	
  10.7

  	
  BONDING

  	
   

  
	
  10.8

  	
  EMPLOYER’S
  AND TRUSTEE’S PROTECTIVE CLAUSE

  	
   

  
	
  10.9

  	
  INSURER’S PROTECTIVE CLAUSE

  	
   

  
	
  10.10

  	
  RECEIPT AND RELEASE
  FOR PAYMENTS

  	
   

  
	
  10.11

  	
  ACTION BY THE EMPLOYER

  	
   

  
	
  10.12

  	
  NAMED
  FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

  	
   

  
	
  10.13

  	
  HEADINGS

  	
   

  
	
  10.14

  	
  APPROVAL BY
  INTERNAL REVENUE SERVICE

  	
   

  
	
  10.15

  	
  UNIFORMITY

  	
   

  



 
















 


PARAGON SYSTEMS, INC.


401(K) PROFIT SHARING PLAN


 


THIS AGREEMENT, hereby made and entered into
this                  day
of                                            ,
by and between Paragon Systems, Inc. (herein referred to as the “Employer”) and
Charles Keathley (herein referred to as the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Employer
heretofore established a Profit Sharing Plan and Trust effective January 1,
1994, (hereinafter called the “Effective Date”) known as Paragon Systems, Inc.
401(k) Profit Sharing Plan (herein referred to as the “Plan”) in recognition of
the contribution made to its successful operation by its employees and for the
exclusive benefit of its eligible employees; and


 


WHEREAS, under the terms of
the Plan, the Employer has the ability to amend the Plan, provided the Trustee
joins in such amendment if the provisions of the Plan affecting the Trustee are
amended;


 


NOW, THEREFORE, effective
January 1, 1997, except as otherwise provided, the Employer and the Trustee in
accordance with the provisions of the Plan pertaining to amendments thereof,
hereby amend the Plan in its entirety and restate the Plan to provide as
follows:


 


ARTICLE I


DEFINITIONS


 


1.1                                 “Act” means the Employee Retirement Income
Security Act of 1974, as it may be amended from time to time.


 


1.2                                 “Administrator” means the Employer unless
another person or entity has been designated by the Employer pursuant to
Section 2.2 to administer the Plan on behalf of the Employer.


 


1.3                                 “Affiliated Employer” means any corporation
which is a member of a controlled group of corporations (as defined in Code
Section 414(b)) which includes the Employer; any trade or business (whether or
not incorporated) which is under common control (as defined in Code Section
414(c)) with the Employer; any organization (whether or not incorporated) which
is a member of an affiliated service group (as defined in Code Section 414(m))
which includes the Employer; and any other entity required to be aggregated
with the Employer pursuant to Regulations under Code Section 414(o).


 


1.4                                 “Aggregate Account” means, with respect to
each Participant, the value of all accounts maintained on behalf of a
Participant, whether attributable to Employer or Employee contributions,
subject to the provisions of Section 9.2.


 


1.5                                 “Anniversary Date” means December 31st.


 


1.6                                 “Beneficiary” means the person to whom the
share of a deceased Participant’s total account is payable, subject to the
restrictions of Sections 6.2 and 6.6.


 


1
















 


1.7                                        “Code” means the Internal Revenue Code of
1986, as amended or replaced from time to time.


 


1.8                                        “Compensation” with respect to any
Participant means such Participant’s wages as defined in Code Section 3401(a)
and all other payments of compensation by the Employer (in the course of the
Employer’s trade or business) for a Plan Year for which the Employer is
required to furnish the Participant a written statement under Code Sections
6041(d), 6051(a)(3) and 6052. 
Compensation must be determined without regard to any rules under Code
Section 3401(a) 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
purposes of this Section, the determination of Compensation shall be made by:


 


(a)                                  including amounts which are contributed by
the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described
in Code Section 414(h)(2) that are treated as Employer contributions.


 


For
a Participant’s initial year of participation, Compensation shall be recognized
as of such Employee’s effective date of participation pursuant to Section 3.2.


 


Compensation
in excess of $150,000 shall be disregarded. 
Such amount shall be adjusted for increases in the cost of living in
accordance with Code Section 401(a)(17), except that the dollar increase in
effect on January 1 of any calendar year shall be effective for the Plan Year
beginning with or within such calendar year. 
For any short Plan Year the Compensation limit shall be an amount equal
to the Compensation limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12).


 


If,
in connection with the adoption of this amendment and restatement, the
definition of Compensation has been modified, then, for Plan Years prior to the
Plan Year which includes the adoption date of this amendment and restatement,
Compensation means compensation determined pursuant to the Plan then in effect.


 


1.9                                  “Contract” or “Policy” means any life insurance
policy, retirement income or annuity policy or annuity contract (group or
individual) issued pursuant to the terms of the Plan.


 


1.10                            “Deferred Compensation” with respect to any
Participant means the amount of the Participant’s total Compensation which has
been contributed to the Plan in accordance with the Participant’s deferral
election pursuant to Section 4.2 excluding any such amounts distributed as
excess “annual additions” pursuant to Section 4.10(a).


 


1.11                            “Designated Investment Alternative” means a
specific investment identified by name by a Fiduciary as an available
investment under the Plan which may be acquired or disposed of by the Trustee
pursuant to the investment direction by a Participant.


 


2
















 


1.12                             “Directed Investment Option” means one or
more of the following:


 


(a)                                  a Designated Investment Alternative.


 


(b)                               any other investment permitted by the Plan
and the Participant Direction Procedures and acquired or disposed of by the
Trustee pursuant to the investment direction of a Participant.


 


1.13                             “Early Retirement Date” means the first day
of the month (prior to the Normal Retirement Date) coinciding with or following
the date on which a Participant or Former Participant attains age 59 1/2, and
has completed at least 6 Years of Service with the Employer (Early Retirement
Age).  A Participant shall become fully
Vested upon satisfying this requirement if still employed at his Early
Retirement Age.


 


A
Former Participant who terminates employment after satisfying the service
requirement for Early Retirement and who thereafter reaches the age requirement
contained herein shall be entitled to receive his benefits under this Plan.


 


1.14                             “Elective Contribution” means the Employer
contributions to the Plan of Deferred Compensation excluding any such amounts
distributed as excess “annual additions” pursuant to Section 4.10(a).  In addition, any Employer Qualified
Non-Elective Contribution made pursuant to Section 4.6(b) which is used to
satisfy the “Actual Deferral Percentage” tests shall be considered an Elective
Contribution for purposes of the Plan. 
Any contributions deemed to be Elective Contributions (whether or not
used to satisfy the “Actual Deferral Percentage” tests) shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the nondiscrimination requirements of Regulation 1.401(k)-1(b)(5), the
provisions of which are specifically incorporated herein by reference.


 


1.15                             “Eligible Employee” means any Employee.


 


Effective
October 1, 2000 Union Employees shall not be eligible to participate in this
Plan.


 


Employees
of Affiliated Employers shall not be eligible to participate in this Plan
unless such Affiliated Employers have specifically adopted this Plan in
writing.


 


1.16                             “Employee” means any person who is employed
by the Employer or Affiliated Employer. 
Employee shall include Leased Employees within the meaning of Code
Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a
plan described in Code Section 414(n)(5) and such Leased Employees do not
constitute more than 20% of the recipient’s non-highly compensated work force.


 


1.17                             “Employer” means Paragon Systems, Inc. and
any successor which shall maintain this Plan; and any predecessor which has
maintained this Plan.  The Employer is a
corporation, with principal offices in the State of Alabama.


 


1.18                             “Excess Aggregate Contributions” means, with
respect to any Plan Year, the excess of the aggregate amount of the Employer
matching contributions made pursuant to


 


3
















 


Section 4.1(b) and any qualified non-elective contributions or elective
deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly
Compensated Participants for such Plan Year, over the maximum amount of such
contributions permitted under the limitations of Section 4.7(a) (determined by
reducing contributions made on behalf of Highly Compensated Participants in
order of the actual contribution ratios beginning with the highest of such
ratios).


 


1.19                            “Excess Compensation” with respect to any
Participant means the Participant’s Compensation which is in excess of the
Taxable Wage Base.  For any short year,
the Taxable Wage Base shall be reduced by a fraction, the numerator of which is
the number of full months in the short year and the denominator of which is
twelve (12).


 


1.20                            “Excess Contributions” means, with respect to
a Plan Year, the excess of Elective Contributions used to satisfy the “Actual
Deferral Percentage” tests made on behalf of Highly Compensated Participants
for the Plan Year over the maximum amount of such contributions permitted under
Section 4.5(a) (determined by reducing contributions made on behalf of Highly
Compensated Participants in order of the actual deferral ratios beginning with
the highest of such ratios).  Excess
Contributions shall be treated as an “annual addition” pursuant to Section
4.9(b).


 


1.21                            “Excess Deferred Compensation” means, with
respect to any taxable year of a Participant, the excess of the aggregate
amount of such Participant’s Deferred Compensation and the elective deferrals
pursuant to Section 4.2(f) actually made on behalf of such Participant for such
taxable year, over the dollar limitation provided for in Code Section 402(g),
which is incorporated herein by reference. 
Excess Deferred Compensation shall be treated as an “annual addition”
pursuant to Section 4.9(b) when contributed to the Plan unless distributed to
the affected Participant not later than the first April 15th following the
close of the Participant’s taxable year. 
Additionally, for purposes of Sections 9.2 and 4.4(f), Excess Deferred
Compensation shall continue to be treated as Employer contributions even if distributed
pursuant to Section 4.2(f).  However,
Excess Deferred Compensation of Non-Highly Compensated Participants is not
taken into account for purposes of Section 4.5(a) to the extent such Excess
Deferred Compensation occurs pursuant to Section 4.2(d).


 


1.22                            “Fiduciary” means any person who (a)
exercises any discretionary authority or discretionary control respecting
management of the Plan or exercises any authority or control respecting
management or disposition of its assets, (b) renders investment advice for a
fee or other compensation, direct or indirect, with respect to any monies or
other property of the Plan or has any authority or responsibility to do so, or
(c) has any discretionary authority or discretionary responsibility in the
administration of the Plan, including, but not limited to, the Trustee, the
Employer and its representative body, and the Administrator.


 


1.23                            “Fiscal Year” means the Employer’s accounting
year of 12 months commencing on January 1st of each year and ending the
following December 31st.


 


4
















 


1.24                             “Forfeiture” means that portion of a
Participant’s Account that is not Vested, and occurs on the earlier of:


 


(a)                                          the distribution of the entire Vested portion
of a Terminated Participant’s Account, or


 


(b)                                       the last day of the Plan Year in which the
Participant incurs five (5) consecutive 1-Year Breaks in Service.


 


Furthermore,
for purposes of paragraph (a) above, in the case of a Terminated Participant
whose Vested benefit is zero, such Terminated Participant shall be deemed to
have received a distribution of his Vested benefit upon his termination of
employment.  Restoration of such amounts
shall occur pursuant to Section 6.4(f)(2). 
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.


 


1.25                             “Former Participant” means a person who has
been a Participant, but who has ceased to be a Participant for any reason.


 


1.26                             “415 Compensation” with respect to any
Participant means such Participant’s wages as defined in Code Section 3401(a)
and all other payments of compensation by the Employer (in the course of the
Employer’s trade or business) for a Plan Year for which the Employer is
required to furnish the Participant a written statement under Code Sections
6041(d), 6051(a)(3) and 6052. “415 Compensation” must be determined without
regard to any rules under Code Section 3401(a) 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
Plan Years beginning after December 31, 1997, for purposes of this Section, the
determination of “415 Compensation” 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 Participant and which is not
includible in the gross income of the Participant by reason of Code Sections
125 or 457.


 


If,
in connection with the adoption of this amendment and restatement, the
definition of “415 Compensation” has been modified, then, for Plan Years prior
to the Plan Year which includes the adoption date of this amendment and
restatement, “415 Compensation” means compensation determined pursuant to the
Plan then in effect.


 


1.27                             “414(s) Compensation” with respect to any
Participant means such Participant’s “415 Compensation” paid during a Plan
Year.  The amount of “414(s)
Compensation” with respect to any Participant shall include “414(s) Compensation”
for the entire twelve (12) month period ending on the last day of such Plan
Year, except that “414(s) Compensation” shall only be recognized for that
portion of the Plan Year during which an Employee was a Participant in the
Plan.


 


For
purposes of this Section, the determination of “414(s) Compensation” shall be
made by including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income of
the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or
457(b), and


 


5
















 


Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.


 


“414(s)
Compensation” in excess of $150,000 shall be disregarded.  Such amount shall be adjusted for increases
in the cost of living in accordance with Code Section 401(a)(17), except that
the dollar increase in effect on January 1 of any calendar year shall be effective
for the Plan Year beginning with or within such calendar year.  For any short Plan Year the “414(s)
Compensation” limit shall be an amount equal to the “414(s) Compensation” limit
for the calendar year in which the Plan Year begins multiplied by the ratio
obtained by dividing the number of full months in the short Plan Year by twelve
(12).


 


If,
in connection with the adoption of this amendment and restatement, the
definition of “414(s) Compensation” has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, “414(s) Compensation” means compensation determined pursuant to
the Plan then in effect.


 


1.28                           “Highly Compensated Employee” means, for Plan Years beginning after
December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means an Employee who performed services
for the Employer during the “determination year” and is in one or more of the
following groups:


 


(a)                                          Employees who at any time during the
“determination year” or “look-back year” were “five percent owners” as defined
in Section 1.34(c).


 


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


 


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


 


For
purposes of this Section, the determination of “415 Compensation” shall be made
by including amounts which are contributed by the Employer pursuant to a salary
reduction agreement and which are not includible in the gross income of the
Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions.  Additionally,
the dollar threshold amount specified in (b) above shall be adjusted at such
time and in the same manner as under Code Section 415(d), except that the base
period shall be the calendar quarter ending September 30, 1996.  In the case of such an adjustment, the dollar
limit which shall be applied is the limit for the calendar year in which the
“look-back year” begins.


 


In
determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees.  Additionally, all Affiliated
Employers shall be taken into account as a single employer and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be


 


6
















 


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


 


1.29                                “Highly Compensated Former Employee” means a
former Employee who had a separation year prior to the “determination year” and
was a Highly Compensated Employee in the year of separation from service or in
any “determination year” after attaining age 55.  Notwithstanding the foregoing, an Employee
who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55
(or the last year ending before the Employee’s 55th birthday), the Employee
either received “415 Compensation” in excess of $50,000 or was a “five percent
owner.” For purposes of this Section, “determination year,” “415 Compensation”
and “five percent owner” shall be determined in accordance with Section
1.28.  Highly Compensated Former
Employees shall be treated as Highly Compensated Employees.  The method set forth in this Section for
determining who is a “Highly Compensated Former Employee” shall be applied on a
uniform and consistent basis for all purposes for which the Code
Section 414(q) definition is applicable.


 


1.30                                “Highly Compensated Participant” means any
Highly Compensated Employee who is eligible to participate in the Plan.


 


1.31                                “Hour of Service” means (1) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer for the performance of duties (these hours will be
credited to the Employee for the computation period in which the duties are
performed); (2) each hour for which an Employee is directly or indirectly
compensated or entitled to compensation by the Employer (irrespective of
whether the employment relationship has terminated) for reasons other than
performance of duties (such as vacation, holidays, sickness, jury duty,
disability, lay-off, military duty or leave of absence) during the applicable
computation period (these hours will be calculated and credited pursuant to
Department of Labor regulation 2530.200b-2 which is incorporated herein by
reference); (3) each hour for which back pay is awarded or agreed to by the
Employer without regard to mitigation of damages (these hours will be credited
to the Employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made).  The same
Hours of Service shall not be credited both under (1) or (2), as the case may
be, and under (3)..


 


Notwithstanding
the above, (i) no more than 501 Hours of Service are required to be credited to
an Employee on account of any single continuous period during which the
Employee performs no duties (whether or not such period occurs in a single
computation period); (ii) an hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period during which no
duties are performed is not required to be credited to the Employee if such
payment is made or due under a plan maintained solely for the purpose of
complying with applicable worker’s compensation, or unemployment compensation
or disability insurance laws; and (iii) Hours of Service are not


 


7
















 


required to be credited for a payment which solely reimburses an
Employee for medical or medically related expenses incurred by the Employee.


 


For
purposes of this Section, a payment shall be deemed to be made by or due from
the Employer regardless of whether such payment is made by or due from the
Employer directly, or indirectly through, among others, a trust fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.


 


For
purposes of this Section, Hours of Service will be credited for employment with
other Affiliated Employers.  The
provisions of Department of Labor regulations 2530.200b-2(b) and (c) are
incorporated herein by reference.


 


1.32                             “Income” means the income or losses allocable
to Excess Deferred Compensation, Excess Contributions or Excess Aggregate
Contributions which amount shall be allocated in the same manner as income or
losses are allocated pursuant to Section 4.4(e).


 


1.33                             “Investment Manager” means an entity that (a)
has the power to manage, acquire, or dispose of Plan assets and (b)
acknowledges fiduciary responsibility to the Plan in writing.  Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.


 


1.34                             “Key Employee” means an Employee as defined
in Code Section 416(i) and the Regulations thereunder.  Generally, any Employee or former Employee
(as well as each of his Beneficiaries) is considered a Key Employee if he, at
any time during the Plan Year that contains the “Determination Date” or any of
the preceding four (4) Plan Years, has been included in one of the following
categories:


 


(a)                                 an officer of the Employer (as that term is
defined within the meaning of the Regulations under Code Section 416) having
annual “415 Compensation” greater than 50 percent of the amount in effect under
Code Section 415(b)(1)(A) for any such Plan Year.


 


(b)                                one of the ten employees having annual “415 Compensation” from the
Employer for a Plan Year greater than the dollar limitation in effect under
Code Section 415(c)(1)(A) for the calendar year in which such Plan Year ends
and owning (or considered as owning within the meaning of Code Section 318) both
more than one-half percent interest and the largest interests in the Employer.


 


(c)                                 a “five percent owner” of the Employer. “Five
percent owner” means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than five percent (5%) of the outstanding
stock of the Employer or stock possessing more than five percent (5%) of the
total combined voting power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than five percent (5%) of the
capital or profits interest in the Employer. 
In determining percentage ownership hereunder, employers that would
otherwise be aggregated under


 


8
















 


Code
Sections 414(b), (c), (m) and (o) shall be treated as separate employers.


 


(d)                                a “one percent owner” of the Employer having an annual “415
Compensation” from the Employer of more than $150,000. “One percent owner”
means any person who owns (or is considered as owning within the meaning of
Code Section 318) more than one percent (1%) of the outstanding stock of the
Employer or stock possessing more than one percent (1%) of the total combined
voting power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than one percent (1%) of the capital or
profits interest in the Employer.  In
determining percentage ownership hereunder, employers that would otherwise be
aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as
separate employers.  However, in
determining whether an individual has “415 Compensation” of more than $150,000,
“415 Compensation” from each employer required to be aggregated under Code
Sections 414(b), (c), (m) and (o) shall be taken into account.


 


For
purposes of this Section, the determination of “415 Compensation” shall be made
by including amounts which are contributed by the Employer pursuant to a salary
reduction agreement and which are not includible in the gross income of the
Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions.


 


1.35                               “Late Retirement Date” means the Anniversary
Date coinciding with or next following a Participant’s actual Retirement Date
after having reached his Normal Retirement Date.


 


1.36                               “Leased Employee” means, 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 primary direction or control by
the recipient employer.  Contributions or
benefits provided a Leased Employee 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:


 


(a)                                  if such employee is covered by a money
purchase pension plan providing:


 


(1)                                  a non-integrated employer contribution rate
of at least 10% of compensation, as defined in Code Section 415(c)(3), but
including amounts which are contributed by the Employer pursuant to a salary
reduction agreement and which are not includible in the gross income of the
Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions.


 


9
















 


(2)                                  immediate participation; and


 


(3)                                  full and immediate vesting; and


 


(b)                               if Leased Employees do not constitute more
than 20% of the recipient’s non-highly compensated work force.


 


1.37                               “Non-Elective Contribution” means the
Employer contributions to the Plan excluding, however, contributions made
pursuant to the Participant’s deferral election provided for in Section 4.2 and
any Qualified Non-Elective Contribution used in the “Actual Deferral
Percentage” tests.


 


1.38                               “Non-Highly Compensated Participant” means
any Participant who is not a Highly Compensated Employee.  However, for the Plan Year prior to the first
Plan Year of this amendment and restatement, for the purposes of Section 4.5(a)
and Section 4.6, if the prior year testing method is used, a Non-Highly
Compensated Participant shall be determined using the definition of highly
compensated employee in effect for the preceding Plan Year.


 


1.39                               “Non-Key Employee” means any Employee or
former Employee (and his Beneficiaries) who is not a Key Employee.


 


1.40                               “Normal Retirement Age” means the
Participant’s 65th birthday.  A
Participant shall become fully Vested in his Participant’s Account upon
attaining his Normal Retirement Age.


 


1.41                               “Normal Retirement Date” means the
Anniversary Date nearest the Participant’s Normal Retirement Age.


 


1.42                               “1-Year Break in Service” means the
applicable computation period during which an Employee has not completed more
than 500 Hours of Service with the Employer. 
Further, solely for the purpose of determining whether a Participant has
incurred a 1-Year Break in Service, Hours of Service shall be recognized for
“authorized leaves of absence” and “maternity and paternity leaves of absence.”
Years of Service and 1-Year Breaks in Service shall be measured on the same
computation period.


 


“Authorized
leave of absence” means an unpaid, temporary cessation from active employment
with the Employer pursuant to an established nondiscriminatory policy, whether
occasioned by illness, military service, or any other reason.


 


A
“maternity or paternity leave of absence” means, for Plan Years beginning after
December 31, 1984, an absence from work for any period by reason of the
Employee’s pregnancy, birth of the Employee’s child, placement of a child with
the Employee in connection with the adoption of such child, or any absence for
the purpose of caring for such child for a period immediately following such
birth or placement.  For this purpose,
Hours of Service shall be credited for the computation period in which the
absence from work begins, only if credit therefore is necessary to prevent the Employee
from incurring a 1-Year Break in Service, or, in any other case, in the
immediately following computation period. 
The Hours of Service credited for a “maternity or paternity leave of


 


10
















 


absence”
shall be those which would normally have been credited but for such absence,
or, in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day.  The total Hours of Service required to be
credited for a “maternity or paternity leave of absence” shall not exceed 501.


 


1.43                             “Participant” means any Eligible Employee who
participates in the Plan and has not for any reason become ineligible to
participate further in the Plan.


 


1.44                             “Participant Direction Procedures” means such
instructions, guidelines or policies, the terms of which are incorporated
herein, as shall be established pursuant to Section 4.12 and observed by the
Administrator and applied and provided to Participants who have Participant Directed
Accounts.


 


1.45                             “Participant’s Account” means the account
established and maintained by the Administrator for each Participant with
respect to his total interest in the Plan and Trust resulting from the Employer
Non-Elective Contributions.


 


A
separate accounting shall be maintained with respect to that portion of the
Participant’s Account attributable to Employer matching contributions made
pursuant to Section 4.1(b), Employer discretionary contributions made pursuant
to Section 4.1(c) and any Employer Qualified Non-Elective Contributions.


 


1.46                             “Participant’s Combined Account” means the
total aggregate amount of each Participant’s Elective Account and Participant’s
Account.


 


1.47                             “Participant’s Directed Account” means that
portion of a Participant’s interest in the Plan with respect to which the
Participant has directed the investment in accordance with the Participant
Direction Procedure.


 


1.48                             “Participant’s Elective Account” means the
account established and maintained by the Administrator for each Participant
with respect to his total interest in the Plan and Trust resulting from the
Employer Elective Contributions used to satisfy the “Actual Deferral
Percentage” tests.  A separate accounting
shall be maintained with respect to that portion of the Participant’s Elective
Account attributable to such Elective Contributions pursuant to Section 4.2 and
any Employer Qualified Non-Elective Contributions.


 


1.49                             “Plan” means this instrument, including all
amendments thereto.


 


1.50                             “Plan Year” means the Plan’s accounting year
of twelve (12) months commencing on January 1st of each year and ending the
following December 31st.


 


1.51                             “Qualified Non-Elective Contribution” means
any Employer contributions made pursuant to Section 4.6(b) and Section
4.8(f).  Such contributions shall be
considered an Elective Contribution for the purposes of the Plan and used to
satisfy the “Actual Deferral Percentage” tests or the “Actual Contribution
Percentage” tests.


 


1.52                             “Regulation” means the Income Tax Regulations
as promulgated by the Secretary of the Treasury or his delegate, and as amended
from time to time.


 


11
















 


1.53                               “Retired Participant” means a person who has
been a Participant, but who has become entitled to retirement benefits under
the Plan.


 


1.54                               “Retirement Date” means the date as of which
a Participant retires for reasons other than Total and Permanent Disability,
whether such retirement occurs on a Participant’s Normal Retirement Date, Early
or Late Retirement Date (see Section 6.1).


 


1.55                               “Shareholder-Employee” means a Participant
who owns more than five percent (5%) of the Employer’s outstanding capital
stock during any year in which the Employer elected to be taxed as a Small
Business Corporation under the applicable Code Section.


 


1.56                               “Super Top Heavy Plan” means a plan described
in Section 9.2(b).


 


1.57                               “Taxable Wage Base” means, with respect to
any Plan Year, the contribution and benefit base in effect under Section 230 of
the Social Security Act at the beginning of the Plan Year.


 


1.58                               “Terminated Participant” means a person who
has been a Participant, but whose employment has been terminated other than by
death, Total and Permanent Disability or retirement.


 


1.59                               “Top Heavy Plan” means a plan described in
Section 9.2(a).


 


1.60                               “Top Heavy Plan Year” means a Plan Year
during which the Plan is a Top Heavy Plan.


 


1.61                              “Top Paid Group” means the top 20 percent of
Employees who performed services for the Employer during the applicable year,
ranked according to the amount of “415 Compensation” (determined for this
purpose in accordance with Section 1.28) received from the Employer during such
year.  All Affiliated Employers shall be
taken into account as a single employer, and Leased Employees within the
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees
unless such Leased Employees are covered by a plan described in Code Section
414(n)(5) and are not covered in any qualified plan maintained by the
Employer.  Employees who are non-resident
aliens and who received no earned income (within the meaning of Code Section
911(d)(2)) from the Employer constituting United States source income within
the meaning of Code Section 861(a)(3) shall not be treated as Employees.  Additionally, for the purpose of determining
the number of active Employees in any year, the following additional Employees
shall also be excluded; however, such Employees shall still be considered for
the purpose of identifying the particular Employees in the Top Paid Group:


 


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


 


(b)                                  Employees who normally work less than 17 1/2
hours per week;


 


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


 


12
















 


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


 


In
addition, if 90 percent or more of the Employees of the Employer are covered
under agreements the Secretary of Labor finds to be collective bargaining
agreements between Employee representatives and the Employer, and the Plan
covers only Employees who are not covered under such agreements, then Employees
covered by such agreements shall be excluded from both the total number of
active Employees as well as from the identification of particular Employees in
the Top Paid Group.


 


The
foregoing exclusions set forth in this Section shall be applied on a uniform
and consistent basis for all purposes for which the Code Section 414(q)
definition is applicable.


 


1.62                              “Total and Permanent Disability” means a
physical or mental condition of a Participant resulting from bodily injury,
disease, or mental disorder which renders him incapable of continuing his usual
and customary employment with the Employer. 
The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator. 
The determination shall be applied uniformly to all Participants.


 


1.63                              “Trustee” means the person or entity named as
trustee herein or in any separate trust forming a part of this Plan, and any
successors.


 


1.64                              “Trust Fund” means the assets of the Plan and
Trust as the same shall exist from time to time.


 


1.65                              “USERRA” means the Uniformed Services
Employment and Reemployment Rights Act of 1994. 
Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code Section
414(u).


 


1.66                              “Valuation Date” means the Anniversary Date
and such other date or dates deemed necessary by the Administrator.  The Valuation Date may include any day during
the Plan Year that the Trustee, any transfer agent appointed by the Trustee or
the Employer and any stock exchange used by such agent are open for business.


 


1.67                              “Vested” means the nonforfeitable portion of
any account maintained on behalf of a Participant.


 


1.68                              “Year of Service” means the computation
period of twelve (12) consecutive months, herein set forth, during which an
Employee has at least 1000 Hours of Service.


 


For
purposes of eligibility for participation, the initial computation period shall
begin with the date on which the Employee first performs an Hour of
Service.  The participation computation
period beginning after a 1-Year Break in Service shall be measured from the
date on which an Employee again performs an Hour of Service.  The participation computation period shall
shift to the Plan Year which includes the anniversary of the date on which the
Employee first performed an Hour of Service. 
An Employee who is credited with the required Hours of Service in both
the initial computation period (or the computation period beginning after a
1-Year Break in Service) and the Plan Year which includes the anniversary of
the date on which the Employee first performed an Hour of


 


13
















 


Service,
shall be credited with two (2) Years of Service for purposes of eligibility to
participate.


 


For
vesting purposes, the computation periods shall be the Plan Year, including
periods prior to the Effective Date of the Plan.


 


The
computation period shall be the Plan Year if not otherwise set forth herein.


 


Notwithstanding
the foregoing, for any short Plan Year, the determination of whether an
Employee has completed a Year of Service shall be made in accordance with
Department of Labor regulation 2530.203-2(c).


 


Years
of Service with General Services, Inc. shall be recognized.


 


Years
of Service with any Affiliated Employer shall be recognized.


 


ARTICLE
II


ADMINISTRATION


 


2.1                                 POWERS
AND RESPONSIBILITIES OF THE
EMPLOYER


 


(a)                                 In addition to the general powers and
responsibilities otherwise provided for in this Plan, the Employer shall be
empowered to appoint and remove the Trustee and the Administrator from time to
time as it deems necessary for the proper administration of the Plan to ensure
that the Plan is being operated for the exclusive benefit of the Participants
and their Beneficiaries in accordance with the terms of the Plan, the Code, and
the Act.  The Employer may appoint
counsel, specialists, advisers, agents (including any nonfiduciary agent) and
other persons as the Employer deems necessary or desirable in connection with
the exercise of its fiduciary duties under this Plan.  The Employer may compensate such agents or
advisers from the assets of the Plan as fiduciary expenses (but not including
any business (settlor) expenses of the Employer), to the extent not paid by the
Employer.


 


(b)                                The Employer may, by written agreement or designation, appoint at its
option an Investment Manager (qualified under the Investment Company Act of
1940 as amended), investment adviser, or other agent to provide direction to
the Trustee with respect to any or all of the Plan assets.  Such appointment shall be given by the
Employer in writing in a form acceptable to the Trustee and shall specifically
identify the Plan assets with respect to which the Investment Manager or other
agent shall have authority to direct the investment.


 


(c)                                 The Employer shall establish a “funding
policy and method,” i.e., it shall determine whether the Plan has a short run
need for liquidity (e.g., to pay benefits) or whether liquidity is a long run
goal and investment growth (and stability of same) is a more current need, or
shall appoint a qualified person to do so. 
The Employer or its delegate shall communicate such needs and goals to
the Trustee, who shall coordinate such Plan needs with its


 


14
















 


investment
policy.  The communication of such a
“funding policy and method” shall not, however, constitute a directive to the
Trustee as to investment of the Trust Funds. 
Such “funding policy and method” shall be consistent with the objectives
of this Plan and with the requirements of Title I of the Act.


 


(d)                                The Employer shall periodically review the performance of any Fiduciary
or other person to whom duties have been delegated or allocated by it under the
provisions of this Plan or pursuant to procedures established hereunder.  This requirement may be satisfied by formal
periodic review by the Employer or by a qualified person specifically
designated by the Employer, through day-to-day conduct and evaluation, or
through other appropriate ways.


 


2.2                                       DESIGNATION
OF ADMINISTRATIVE AUTHORITY


 


The
Employer shall be the Administrator.  The
Employer may appoint any person, including, but not limited to, the Employees
of the Employer, to perform the duties of the Administrator.  Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer.  Upon the resignation or removal of any
individual performing the duties of the Administrator, the Employer may
designate a successor.


 


2.3                                       POWERS AND
DUTIES OF THE ADMINISTRATOR


 


The
primary responsibility of the Administrator is to administer the Plan for the
exclusive benefit of the Participants and their Beneficiaries, subject to the
specific terms of the Plan.  The
Administrator shall administer the Plan in accordance with its terms and shall
have the power and discretion to construe the terms of the Plan and to
determine all questions arising in connection with the administration,
interpretation, and application of the Plan. 
Any such determination by the Administrator shall be conclusive and
binding upon all persons.  The
Administrator may establish procedures, correct any defect, supply any
information, or reconcile any inconsistency in such manner and to such extent
as shall be deemed necessary or advisable to carry out the purpose of the Plan;
provided, however, that any procedure, discretionary act, interpretation or
construction shall be done in a nondiscriminatory manner based upon uniform
principles consistently applied and shall be consistent with the intent that
the Plan shall continue to be deemed a qualified plan under the terms of Code
Section 401(a), and shall comply with the terms of the Act and all regulations
issued pursuant thereto.  The
Administrator shall have all powers necessary or appropriate to accomplish his
duties under this Plan.


 


The
Administrator shall be charged with the duties of the general administration of
the Plan, including, but not limited to, the following:


 


(a)                                 the discretion to determine all questions
relating to the eligibility of Employees to participate or remain a Participant
hereunder and to receive benefits under the Plan;


 


(b)                                to compute, certify, and direct the Trustee
with respect to the amount and the kind of benefits to which any Participant
shall be entitled hereunder;


 


15
















 


(c)                                 to authorize and direct the Trustee with
respect to all nondiscretionary or otherwise directed disbursements from the
Trust;


 


(d)                                to maintain all necessary records for the administration of the Plan;


 


(e)                                 to interpret the provisions of the Plan and
to make and publish such rules for regulation of the Plan as are consistent
with the terms hereof;


 


(f)                                   to determine the size and type of any
Contract to be purchased from any insurer, and to designate the insurer from
which such Contract shall be purchased;


 


(g)                                to compute and certify to the Employer and to the Trustee from time to
time the sums of money necessary or desirable to be contributed to the Plan;


 


(h)                                to consult with the Employer and the Trustee regarding the short and
long-term liquidity needs of the Plan in order that the Trustee can exercise
any investment discretion in a manner designed to accomplish specific
objectives;


 


(i)                                    to prepare and implement a procedure to
notify Eligible Employees that they may elect to have a portion of their
Compensation deferred or paid to them in cash;


 


(j)                                    to act as the named Fiduciary responsible for
communications with Participants as needed to maintain Plan compliance with
ERISA Section 404(c), including but not limited to the receipt and transmitting
of Participant’s directions as to the investment of their account(s) under the
Plan and the formulation of policies, rules, and procedures pursuant to which
Participants may give investment instructions with respect to the investment of
their accounts;


 


(k)                                 to assist any Participant regarding his
rights, benefits, or elections available under the Plan.


 


2.4                                      RECORDS AND
REPORTS


 


The
Administrator shall keep a record of all actions taken and shall keep all other
books of account, records, policies, and other data that may be necessary for
proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.


 


2.5                                      APPOINTMENT
OF ADVISERS


 


The
Administrator, or the Trustee with the consent of the Administrator, may
appoint counsel, specialists, advisers, agents (including nonfiduciary agents)
and other persons as the Administrator or the Trustee deems necessary or
desirable in connection


 


16
















 


with
the administration of this Plan, including but not limited to agents and
advisers to assist with the administration and management of the Plan, and
thereby to provide, among such other duties as the Administrator may appoint,
assistance with maintaining Plan records and the providing of investment
information to the Plan’s investment fiduciaries and to Plan Participants.


 


2.6                                        PAYMENT OF
EXPENSES


 


All
expenses of administration may be paid out of the Trust Fund unless paid by the
Employer.  Such expenses shall include
any expenses incident to the functioning of the Administrator, or any person or
persons retained or appointed by any Named Fiduciary incident to the exercise
of their duties under the Plan, including, but not limited to, fees of
accountants, counsel, Investment Managers, agents (including nonfiduciary
agents) appointed for the purpose of assisting the Administrator or the Trustee
in carrying out the instructions of Participants as to the directed investment
of their accounts and other specialists and their agents, and other costs of
administering the Plan.  Until paid, the
expenses shall constitute a liability of the Trust Fund.


 


2.7                                        CLAIMS PROCEDURE


 


Claims
for benefits under the Plan may be filed in writing with the
Administrator.  Written notice of the
disposition of a claim shall be furnished to the claimant within 90 days after
the application is filed.  In the event
the claim is denied, the reasons for the denial shall be specifically set forth
in the notice in language calculated to be understood by the claimant,
pertinent provisions of the Plan shall be cited, and, where appropriate, an
explanation as to how the claimant can perfect the claim will be provided.  In addition, the claimant shall be furnished
with an explanation of the Plan’s claims review procedure.


 


2.8                                        CLAIMS REVIEW
PROCEDURE


 


Any
Employee, former Employee, or Beneficiary of either, who has been denied a
benefit by a decision of the Administrator pursuant to Section 2.7 shall be
entitled to request the Administrator to give further consideration to his
claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. 
Such request, together with a written statement of the reasons why the claimant
believes his claim should be allowed, shall be filed with the Administrator no
later than 60 days after receipt of the written notification provided for in
Section 2.7.  The Administrator shall
then conduct a hearing within the next 60 days, at which the claimant may be
represented by an attorney or any other representative of his choosing and at
which the claimant shall have an opportunity to submit written and oral
evidence and arguments in support of his claim. 
At the hearing (or prior thereto upon 5 business days written notice to
the Administrator) the claimant or his representative shall have an opportunity
to review all documents in the possession of the Administrator which are
pertinent to the claim at issue and its disallowance.  Either the claimant or the Administrator may
cause a court reporter to attend the hearing and record the proceedings.  In such event, a complete written transcript
of the proceedings shall be furnished to both parties by the court reporter.  The full expense of any such court reporter
and such transcripts shall be borne by the party causing the court reporter to
attend the hearing.  A final decision as
to the allowance of the claim shall be made by the Administrator within 60 days
of receipt of the appeal (unless there has been an


 


17
















 


extension
of 60 days due to special circumstances, provided the delay and the special
circumstances occasioning it are communicated to the claimant within the 60 day
period).  Such communication shall be
written in a manner calculated to be understood by the claimant and shall
include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.


 


ARTICLE
III


ELIGIBILITY


 


3.1                                      CONDITIONS
OF ELIGIBILITY


 


Effective
January 1, 2001, any Eligible Employee shall be eligible to participate in
salary reduction contributions on the date of his employment with the
Employer.  Effective January 1, 2001, an
Eligible Employee who has completed six (6) months of service and attained age
21 shall be eligible to participate in Employer matching contributions as of
the date he has satisfied such requirements. 
Effective January 1, 2001, any Eligible Employee who has completed one
(1) Year of Service and reached his 21st birthday shall be eligible to
participate in Employer discretionary contributions as of the date he has
satisfied such requirements.


 


3.2                                      EFFECTIVE
DATE OF PARTICIPATION


 


An
Eligible Employee shall become a Participant effective as of the earlier of the
first day of the Plan Year or the first day of the seventh month of such Plan
Year coinciding with or next following the date such Employee met the
eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a 1-Year Break in Service has not occurred).


 


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 will participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Participant.


 


3.3                                      DETERMINATION
OF ELIGIBILITY


 


The
Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the
Employer.  Such determination shall be
conclusive and binding upon all persons, as long as the same is made pursuant
to the Plan and the Act.  Such determination
shall be subject to review per Section 2.8.


 


3.4                                      TERMINATION
OF ELIGIBILITY


 


(a)                                  In the event a Participant shall go from a
classification of an Eligible Employee to an ineligible Employee, such Former
Participant shall continue to vest in his interest in the Plan for each Year of
Service completed while a noneligible Employee, until such time as his
Participant’s Account shall be forfeited or distributed pursuant to the terms
of the Plan.  Additionally, his interest
in the Plan shall continue to share in the earnings of the Trust Fund.


 


18
















 


 


(b)                                 In
the event a Participant is no longer a member of an eligible class of Employees
and becomes ineligible to participate, such Employee will participate
immediately upon returning to an eligible class of Employees.


 


3.5                              OMISSION
OF ELIGIBLE EMPLOYEE


 


If, in any Plan Year, any 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 Employer for the year has been
made, the Employer shall make a subsequent contribution with respect to the
omitted Employee in the amount which the said Employer would have contributed
with respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any
taxable year under applicable provisions of the Code.


 


3.6                              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 year has been made,
the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.


 


3.7                                 ELECTION NOT TO PARTICIPATE


 


An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate
must be communicated to the Employer, in writing, at least thirty (30) days
before the beginning of a Plan Year.


 


ARTICLE IV

CONTRIBUTION AND ALLOCATION


 


4.1                                 FORMULA
FOR DETERMINING EMPLOYER CONTRIBUTION


 


For each Plan Year, the Employer shall contribute to the Plan:


 


(a)                                  The amount of the total salary reduction elections
of all Participants made pursuant to Section 4.2(a), which amount shall be
deemed an Employer Elective Contribution.


 


(b)                                 On behalf of each Participant who is eligible
to share in matching contributions for the Plan Year, a discretionary matching
contribution equal to a uniform percentage of each such Participant’s Deferred
Compensation, the exact percentage, if any, to be determined each year by the
Employer, which amount, if any, shall be deemed an Employer Non-Elective
Contribution.


 


19
















 


Except, however, in applying
the matching percentage specified above, only salary reductions up to 3% of
annual Compensation shall be considered.


 


(c)                                  A
discretionary amount, which amount, if any, shall be deemed an Employer
Non-Elective Contribution.


 


(d)                                 Additionally, to the extent necessary, the
Employer shall contribute to the Plan the amount necessary to provide the top
heavy minimum contribution. All contributions by the Employer shall be made in
cash.


 


4.2                                 PARTICIPANT’S
SALARY REDUCTION ELECTION


 


(a)                                  Each Participant may elect to defer a portion
of his Compensation which would have been received in the Plan Year (except for
the deferral election) by up to the maximum amount which will not cause the
Plan to violate the provisions of Sections 4.5(a) and 4.9. A deferral election
(or modification of an earlier election) may not be made with respect to
Compensation which is currently available on or before the date the Participant
executed such election. For purposes of this Section, Compensation shall be
determined prior to any reductions made pursuant to Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described
in Code Section 414(h)(2) that are treated as Employer contributions.


 


The amount by which
Compensation is reduced shall be that Participant’s Deferred Compensation and
be treated as an Employer Elective Contribution and allocated to that
Participant’s Elective Account.


 


(b)                                 The balance in each Participant’s Elective
Account shall be fully Vested at all times and shall not be subject to
Forfeiture for any reason.


 


(c)                                  Notwithstanding anything in the Plan to the
contrary, amounts held in the Participant’s Elective Account may not be
distributable earlier than:


 


(1)                                  a Participant’s separation from service,
Total and Permanent Disability, or death;


 


(2)                                  a Participant’s attainment of age 59 1/2;


 


(3)                                  the termination of the Plan without the
establishment or existence of a “successor plan,” as that term is described in
Regulation 1.401(k)-1(d)(3);


 


(4)                                  the date of disposition by the Employer to an
entity that is not an Affiliated Employer 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


 


20
















 


after
the disposition with respect to a Participant who continues employment with the
corporation acquiring such assets;


 


(5)                                  the
date of disposition by the Employer or an Affiliated Employer who maintains the
Plan of its interest in a subsidiary (within the meaning of Code
Section 409(d)(3)) to an entity which is not an Affiliated Employer but
only with respect to a Participant who continues employment with such
subsidiary; or


 


(6)                                  the
proven financial hardship of a Participant, subject to the limitations of
Section 6.11.


 


(d)                                 For each Plan Year, a Participant’s Deferred
Compensation made under this Plan and all other plans, contracts or
arrangements of the Employer maintaining this Plan shall not exceed, during any
taxable year of the Participant, the limitation imposed by Code
Section 402(g), as in effect at the beginning of such taxable year. If
such dollar limitation is exceeded, a Participant will be deemed to have
notified the Administrator of such excess amount which shall be distributed in
a manner consistent with Section 4.2(f). The dollar limitation shall be
adjusted annually pursuant to the method provided in Code Section 415(d)
in accordance with Regulations.


 


(e)                                  In the event a Participant has received a
hardship distribution from his Participant’s Elective Account pursuant to
Section 6.11(b) or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any
other plan maintained by the Employer, then such Participant shall not be
permitted to elect to have Deferred Compensation contributed to the Plan on his
behalf for a period of twelve (12) months following the receipt of the
distribution. Furthermore, the dollar limitation under Code Section 402(g)
shall be reduced, with respect to the Participant’s taxable year following the
taxable year in which the hardship distribution was made, by the amount of such
Participant’s Deferred Compensation, if any, pursuant to this Plan (and any
other plan maintained by the Employer) for the taxable year of the hardship
distribution.


 


(f)                                    If a Participant’s Deferred Compensation
under this Plan together with any elective deferrals (as defined in Regulation
1.402(g)-1(b)) under another qualified cash or deferred arrangement (as defined
in Code Section 401(k)), a simplified employee pension (as defined in Code
Section 408(k)), a salary reduction arrangement (within the meaning of
Code Section 3121(a)(5)(D)), a deferred compensation plan under Code
Section 457(b), or a trust described in Code Section 501(c)(18)
cumulatively exceed the limitation imposed by Code Section 402(g) (as
adjusted annually in accordance with the method provided in Code
Section 415(d) pursuant to Regulations) for such Participant’s taxable
year, the Participant may, not later than March 1 following the close of
the Participant’s taxable year, notify the Administrator in writing of such
excess and request that his Deferred Compensation under this Plan be reduced by
an amount specified by the Participant. In such event, the Administrator may
direct the Trustee to distribute such excess amount (and any Income allocable
to such excess amount) to the Participant not later than the first
April 15th following the close


 


21
















 


of the Participant’s
taxable year. Any distribution of less than the entire amount of Excess
Deferred Compensation and income shall be treated as a pro rata distribution of
Excess Deferred Compensation and Income. The amount distributed shall not exceed
the Participant’s Deferred Compensation under the Plan for the taxable year
(and any Income allocable to such excess amount). Any distribution on or before
the last day of the Participant’s taxable year must satisfy each of the
following conditions:


 


(1)                                  the
distribution must be made after the date on which the Plan received the Excess
Deferred Compensation;


 


(2)                                  the
Participant shall designate the distribution as Excess Deferred Compensation;
and


 


(3)                                  the
Plan must designate the distribution as a distribution of Excess Deferred
Compensation.


 


Any
distribution made pursuant to this Section 4.2(f) shall be made first from
unmatched Deferred Compensation and, there after, from Deferred Compensation
which is matched. Matching contributions which relate to such Deferred
Compensation shall be forfeited.


 


(g)                                 Notwithstanding
Section 4.2(f) above, a Participant’s Excess Deferred Compensation shall
be reduced, but below zero, by any distribution of Excess Contributions
pursuant to Section 4.6(a) for the Plan Year beginning with or which in
the taxable year of the Participant.


 


(h)                                 At
Normal Retirement Data, or such other date when the Participant shall be
entitled to receive benefits, the fair market value of the Participant’s
Elective Account shall be used to provide additional benefits to the
Participant or his Beneficiary.


 


(i)                                     Employer
Elective Contributions made pursuant to this Section may be segregated
into a separate account for each Participant in a federally insured savings
account, certificate of deposit in a bank or savings and loan association,
money market certificate, or other short-term debt security acceptable to the
Trustee until such time as the allocations pursuant to Section 4.4 have
been made.


 


(j)                                     The
Employer and the Administrator shall implement the salary reduction elections
provided for herein in accordance with the following:


 


(1)                                  A
Participant must make his initial salary deferral election within a reasonable
time, not to exceed thirty (30) days, after entering the Plan pursuant to Section 3.2.
If the Participant fails to make an initial salary deferral election in
accordance with the rules governing modifications. The Participant shall make
such an election by entering into a written salary reduction agreement with the
Employer and filing such agreement with the Administrator. Such election shall
initially be


 


22
















 


effective beginning with
the pay period following the acceptance of the salary reduction agreement by
the Administrator, shall not have retroactive effect and shall remain in force
until revoked.


 


(2)                                  A Participant may modify a prior election
during the Plan Year and concurrently make a new election by filing a written
notice with the Administrator within a reasonable time before the pay period
for which such modification is to be effective. However, modifications to a
salary deferral election shall only be permitted semi-annually, during election
periods established by the Administrator prior to the first day of a Plan Year
and the first day of the seventh month of a Plan Year. Any modification shall
not have retroactive effect and shall remain in force until revoked.


 


(3)                                  A Participant may elect to prospectively
revoke his salary reduction agreement in its entirety at any time during the
Plan Year by providing the Administrator with thirty (30) days written notice
of such revocation (or upon such shorter notice period as may be acceptable to
the Administrator). Such revocation shall become effective as of the beginning
of the first pay period coincident with or next following the expiration of the
notice period. Furthermore, the termination of the Participant’s employment, or
the cessation of participation for any reason, shall be deemed to revoke any
salary reduction agreement then in effect, effective immediately following the
close of the pay period within which such termination or cessation occurs.


 


4.3                             TIME
OF PAYMENT OF EMPLOYER CONTRIBUTION


 


The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law. including extensions
of time, for the filing of the Employer federal income tax return for the
Fiscal Year.


 


However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer general assets,
but in any event within ninety (90) days from the date on which such amounts
would otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by
reference. Furthermore, any additional Employer contributions which are
allocable to the Participant’s Elective Account for a Plan Year shall be paid
to the Plan no later than the twelve-month period immediately following the
close of such Plan Year.


 


4.4                                 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS


 


(a)                                  The Administrator shall establish and
maintain an account in the name of each Participant to which the Administrator
shall credit as of each Anniversary Date all amounts allocated to each such
Participant as set forth herein.


 


23
















 


(b)                                 The Employer shall provide the Administrator
with all information required by the Administrator to make a proper allocation
of the Employer contributions for each Plan Year. Within a reasonable period of
time after the date of receipt by the Administrator of such information, the
Administrator shall allocate such contribution as follows:


 


(1)                                  With respect to the Employer Elective
Contribution made pursuant to Section 4.1(a), to each Participant’s
Elective Account in an amount equal to each such Participant’s Deferred
Compensation for the year.


 


(2)                                  With respect to the Employer Non-Elective
Contribution made pursuant to Section 4.1(b), to each Participant’s
Account in accordance with Section 4.1(b).


 


Only
Participants who are actively employed on the last day of the Plan Year or who
complete more than 500 Hours of Service during the Plan Year prior to
terminating employment shall be eligible to share in the matching contribution
for the year. In determining whether a Participant has completed more than 500
Hours of Service during a short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months in
the short Plan Year.


 


(3)                                  With respect to the Employer Non-Elective
Contribution made pursuant to Section 4.1(c), in the following manner:


 


(i)                                     An amount equal to 3% multiplied by each
Participant’s Compensation for the Plan Year shall be allocated to each
Participant’s Account. If the Employer does not contribute such amount for all
Participants, the amount shall be allocated to each Participant’s Account in
the same proportion that his total Compensation for the Plan Year bears to the
total Compensation of all Participants for such year.


 


(ii)                                  The balance of the Employer contribution over
the amount allocated under subparagraph (i) hereof shall be allocated to each
Participant’s Account in a dollar amount equal to 3% multiplied by a
Participant’s Excess Compensation. If the Employer does not contribute such
amount for all Participants, each Participant will be allocated a share of the
contribution in the same proportion that his Excess Compensation bears to the
total Excess Compensation of all Participants for that year.


 


(iii)                               The balance of the Employer contribution over
the amount allocated under subparagraph (ii) hereof shall be allocated to each
Participant’s Account in a dollar amount equal to 2.7% multiplied by the sum of
each Participant’s total Compensation plus Excess Compensation. If the Employer
does not contribute such amount for all Participants, each


 


24
















 


 


Participant
will be allocated a share of the contribution in the same proportion that his
total Compensation plus his total Excess Compensation for the Plan Year bears
to the total Compensation plus the total Excess Compensation of all
Participants for that year.


 


(iv)                              The balance of the Employer Non-Elective
Contribution over the amount allocated above, if any, shall be allocated to
each Participant’s Account in the same proportion that his total Compensation
for the Plan Year bears to the total Compensation of all Participants for such
year.


 


No other qualified plan or simplified employee
pension, as defined in Code Section 408(k), maintained by the Employer
shall (A) impute disparity pursuant to Regulation 1.401(a)(4)-7 for any
Participant and (B) provide for permitted disparity pursuant to Code
Section 401(I).


 


Additionally, for Plan Years beginning after
December 31, 1994, the cumulative permitted disparity limit for a
Participant is 35 total cumulative permitted disparity years. Total cumulative
permitted years means the number of years credited to the Participant for
allocation or accrual purposes under this Plan, any other qualified plan or
simplified employee pension plan (whether or not terminated) ever maintained by
the Employer. For purposes of determining the Participant’s cumulative
permitted disparity limit, all years ending in the same calendar year are
treated as the same year. If the Participant has not benefited under a Defined
Benefit or Target Benefit Plan for any year beginning after December 31, 1993,
the Participant has no cumulative disparity limit.


 


Notwithstanding the preceding paragraphs, any
Participant whose cumulative permitted disparity limit would exceed 35 will
receive the allocation above by substituting total Compensation for Excess Compensation.


 


Only
Participants who are actively employed on the last day of the Plan Year or who
complete more than 500 Hours of Service during the Plan Year prior to
terminating employment shall be eligible to share in the discretionary
contribution for the year. In determining whether a Participant has completed
more than 500 Hours of Service during a short Plan Year, the number of the
Hours of Service required shall be proportionately reduced based on the number
of full months in the short Plan Year.


 


(c)                                  As of each Anniversary Date any amounts which
became Forfeitures since the last Anniversary Date shall first be made
available to reinstate previously forfeited account balances of Former
Participants, if any, in accordance with Section 6.4(f)(2). The remaining
Forfeitures, if any, shall


 


25
















 


be
used to reduce the contribution of the Employer hereunder for the Plan Year in
which such Forfeitures occur in the following manner:


 


(1)                                  Forfeitures attributable to Employer matching
contributions made pursuant to Section 4.1(b) shall be used to reduce the
Employer contribution for the Plan Year in which such Forfeitures occur.


 


(2)                                  Forfeitures attributable to Employer
discretionary contributions made pursuant to Section 4.1(c) shall be used
to reduce the Employer contribution for the Plan Year in which such Forfeitures
occur.


 


(d)                                 For any Top Heavy Plan Year, Employees not
otherwise eligible to share in the allocation of contributions as provided
above, shall receive the minimum allocation provided for in Section 4.4(f)
if eligible pursuant to the provisions of Section 4.4(h).


 


(e)                                  As
of each Valuation Date, before allocation of one-half of the Employer
contributions for the entire Plan Year, any earnings or losses (net
appreciation or net depreciation) of the Trust Fund shall be allocated in the
same proportion that each Participant’s and Former Participant’s nonsegregated
accounts bear to the total of all Participants’ and Former Participants’
nonsegregated accounts as of such date. Earnings or losses with respect to a
Participant’s Directed Account shall be allocated in accordance with
Section 4.12.


 


Participants’
transfers from other qualified plans deposited in the general Trust Fund shall
share in any earnings and losses (net appreciation or net depreciation) of the
Trust Fund in the same manner provided above. Each segregated account
maintained on behalf of a Participant shall be credited or charged with its
separate earnings and losses.


 


(f)                                    Minimum
Allocations Required for Top Heavy Plan Years: Notwithstanding the foregoing,
for any Top Heavy Plan Year, the sum of the Employer contributions allocated to
the Participant’s Combined Account of each Employee shall be equal to at least
three percent (3%) of such Employee’s “415 Compensation” (reduced by
contributions and forfeitures, if any, allocated to each Employee in any
defined contribution plan included with this plan in a Required Aggregation
Group). However, if (1) the sum of the Employer contributions allocated to the
Participant’s Combined Account of each Key Employee for such Top Heavy Plan
Year is less than three percent (3%) of each Key Employee’s “415 Compensation”
and (2) this Plan is not required to be included in an Aggregation Group to
enable a defined benefit plan to meet the requirements of Code
Section 401(a)(4) or 410, the sum of the Employer contributions allocated
to the Participant’s Combined Account of each Employee shall be equal to the
largest percentage allocated to the Participant’s Combined Account of any Key
Employee. However, in determining whether a Non-Key Employee has received the
required minimum allocation, such Non-Key Employee’s Deferred Compensation and
matching contributions needed to satisfy the “Actual Contribution Percentage” tests
pursuant to Section 4.7(a) shall not be taken into account.


 


26
















 


However, no such minimum allocation shall be
required in this Plan for any Employee who participates in another defined
contribution plan subject to Code Section 412 included with this Plan in a
Required Aggregation Group.


 


(g)                                 For
purposes of the minimum allocations set forth above, the percentage allocated
to the Participant’s Combined Account of any Key Employee shall be equal to the
ratio of the sum of the Employer contributions allocated on behalf of such Key
Employee divided by the “415 Compensation” for such Key Employee.


 


(h)                                 For
any Top Heavy Plan Year, the minimum allocations set forth above shall be
allocated to the Participant’s Combined Account of all Employees who are
Participants and who are employed by the Employer on the last day of the Plan
Year, including Employees who have (1) failed to complete a Year of Service;
and (2) declined to make mandatory contributions (if required) or, in the case
of a cash or deferred arrangement, elective contributions to the Plan.


 


(i)                                     For
the purposes of this Section, “415 Compensation” shall be limited to $150,000.
Such amount shall be adjusted for increases in the cost of living in accordance
with Code Section 401(a)(17), except that the dollar increase in effect on
January 1 of any calendar year shall be effective for the Plan Year
beginning with or within such calendar year. For any short Plan Year the “415
Compensation” limit shall be an amount equal to the “415 Compensation” limit
for the calendar year in which the Plan Year begins multiplied by the ratio
obtained by dividing the number of full months in the short Plan Year by twelve
(12).


 


(j)                                     Notwithstanding
anything herein to the contrary, Participants who terminated employment for any
reason during the Plan Year shall share in the salary reduction contributions
made by the Employer for the year of termination without regard to the Hours of
Service credited.


 


(k)                                  If
a Former Participant is reemployed after five (5) consecutive 1-Year Breaks in
Service, then separate accounts shall be maintained as follows:


 


(1)                                  one
account for nonforfeitable benefits attributable to pre-break service; and


 


(2)                                  one
account representing his status in the Plan attributable to post-break service.


 


4.5                                 ACTUAL DEFERRAL PERCENTAGE TESTS


 


(a)                                  Maximum Annual Allocation: For each Plan Year
beginning after December 31, 1996, the annual allocation derived from
Employer


 


27
















 


Elective
Contributions to a Highly Compensated Participant’s Elective Account shall
satisfy one of the following tests:


 


(1)                                  The
“Actual Deferral Percentage” for the Highly Compensated Participant group shall
not be more than the “Actual Deferral Percentage” of the Non-Highly Compensated
Participant group (for the preceding Plan Year if the prior year testing method
is used to calculate the “Actual Deferral Percentage” for the Non-Highly
Compensated Participant group) multiplied by 1.25, or


 


(2)                                  The excess of the “Actual Deferral
Percentage” for the Highly Compensated Participant group over the “Actual
Deferral Percentage” for the Non-Highly Compensated Participant group (for the
preceding Plan Year if the prior year testing method is used to calculate the
“Actual Deferral Percentage” for the Non-Highly Compensated Participant group)
shall not be more than two percentage points. Additionally, the “Actual
Deferral Percentage” for the Highly Compensated Participant group shall not
exceed the “Actual Deferral Percentage” for the Non-Highly Compensated
Participant group (for the preceding Plan Year if the prior year testing method
is used to calculate the “Actual Deferral Percentage” for the Non-Highly
Compensated Participant group) multiplied by 2. The provisions of Code
Section 401(k)(3) and Regulation 1.401(k)-1(b) are incorporated herein by
reference.


 


However, in order to
prevent the multiple use of the alternative method described in (2) above and
in Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to
make elective deferrals pursuant to Section 4.2 and to make Employee
contributions or to receive matching contributions under this Plan or under any
other plan maintained by the Employer or an Affiliated Employer shall have a
combination of his Elective Contributions and Employer matching contributions
reduced pursuant to Section 4.6(a) and Regulation 1.401(m)-2, the provisions of
which are incorporated herein by reference.


 


(b)                                 For the purposes of this Section “Actual
Deferral Percentage” means, with respect to the Highly Compensated Participant
group and Non-Highly Compensated Participant group for a Plan Year, the average
of the ratios, calculated separately for each Participant in such group, of the
amount of Employer Elective Contributions allocated to each Participant’s
Elective Account for such Plan Year, to such Participant’s “414(s)
Compensation” for such Plan Year. The actual deferral ratio for each
Participant and the “Actual Deferral Percentage” for each group shall be calculated
to the nearest one-hundredth of one percent. Employer Elective Contributions
allocated to each Non-Highly Compensated Participant’s Elective Account shall
be reduced by Excess Deferred Compensation to the extent such excess amounts
are made under this Plan or any other plan maintained by the Employer.


 


28


















 


Notwithstanding the above, if the prior year test
method is used to calculate the “Actual Deferral Percentage” for the Non-Highly
Compensated Participant group for the first Plan Year of this amendment and
restatement, the “Actual Deferral Percentage” for the Non-Highly Compensated
Participant group for the preceding Plan Year shall be calculated pursuant to
the provisions of the Plan then in effect.


 


(c)                                  For the purposes of Sections 4.5(a) and 4.6,
a Highly Compensated Participant and a Non-Highly Compensated Participant shall
include any Employee eligible to make a deferral election pursuant to
Section 4.2, whether or not such deferral election was made or suspended
pursuant to Section 4.2.


 


Notwithstanding the above, if the prior year testing
method is used to calculate the “Actual Deferral Percentage” for the Non-Highly
Compensated Participant group for the first Plan Year of this amendment and
restatement, for purposes of Section 4.5(a) and 4.6, a Non-Highly
Compensated Participant shall include any such Employee eligible to make a
deferral election, whether or not such deferral election was made or suspended,
pursuant to the provisions of the Plan in effect for the preceding Plan Year.


 


(d)                                 If the Plan uses the prior year testing
method, the “Actual Deferral Percentage” for the Non-Highly Compensated
Participant group is determined without regard to changes in the group of
Non-Highly Compensated Participants who are eligible under the Plan in the
testing year. However, if the Plan results from, or is otherwise affected by, a
“Plan Coverage Change” that becomes effective during the testing year, then the
“Actual Deferral Percentage” for the Non-Highly Compensated Participant group
for the prior year is the “Weighted Average Of The Actual Deferral Percentages
For The Prior Year Subgroups.” Notwithstanding the above, if ninety (90)
percent or more of the total number of Non-Highly Compensated Participants from
all “Prior Year Subgroups” are from a single “Prior Year Subgroup,” then in
determining the “Actual Deferral Percentage” for the Non-Highly Compensated
Participants for the prior year, the Employer may elect to use the “Actual
Deferral Percentage” for Non-Highly Compensated Participants for the prior year
under which that single “Prior Year Subgroup” was eligible, in lieu of using
the weighted averages. For purposes of this Section the following
definitions shall apply:


 


(1)                                  “Plan
Coverage Change” means a change in the group or groups of eligible Participants
on account of (i) the establishment or amendment of a plan, (ii) a plan merger,
consolidation, or spinoff under Code Section 414(1), (iii) a change in the
way plans within the meaning of Code Section 414(1) are combined or
separated for purposes of Regulation 1.401(k)-1(g)(11), or (iv) a combination of
any of the foregoing.


 


(2)                                  “Prior Year Subgroup” means all Non-Highly
Compensated Participants for the prior year who, in the prior year, were
eligible


 


29
















 


Participants
under a specific Code Section 401(k) plan maintained by the Employer and who would have been eligible Participants in the prior year under the
plan tested if the plan coverage change had first been effective as of the
first day of the prior year instead of first being effective during the testing
year.


 


(3)                                  “Weighted Average Of The Actual Deferral
Percentages For The Prior Year Subgroups” means the sum, for all prior year
subgroups, of the “Adjusted Actual Deferral Percentages.”


 


(4)                                  “Adjusted
Actual Deferral Percentage” with respect to a prior year subgroup means the
Actual Deferral Percentage for Non-Highly Compensated Participants for the
prior year of the specific plan under which the members of the prior year
subgroup were eligible Participants, multiplied by a fraction, the numerator of
which is the number of Non-Highly Compensated Participants in the prior year
subgroup and the denominator of which is the total number of Non-Highly
Compensated Participants in all prior year subgroups.


 


(e)                                  For the purposes of this Section and
Code Sections 401(a)(4), 410(b) and 401(k), if two or more plans which include cash or deferred arrangements are considered one plan for the purposes of
Code Section 401(a)(4) or 410(b) (other than Code
Section 410(b)(2)(A)(ii)), the cash or deferred arrangements included in
such plans shall be treated as one arrangement. In addition, two or more cash
or deferred arrangements may be considered as a single arrangement for purposes
of determining whether or not such arrangements satisfy Code Sections
401(a)(4), 410(b) and 401(k). In such a case, the cash or deferred arrangements
included in such plans and the plans including such arrangements shall be
treated as one arrangement and as one plan for purposes of this
Section and Code Sections 401(a)(4), 410(b) and 401(k). Any adjustment to
the Non-Highly Compensated Participant actual deferral ratio for the prior year
shall be made in accordance with Internal Revenue Service Notice 98-1 and any
superseding guidance. Plans may be aggregated under this paragraph (e) only if
they have the same plan year. Notwithstanding the above, for Plan Years
beginning after December 31, 1996, if two or more plans which include cash
or deferred arrangements are permissively aggregated under Regulation
1.410(b)-7(d), all plans permissively aggregated must use either the current
year testing method or the prior year testing method for the testing year.


 


Notwithstanding the above, an employee stock
ownership plan described in Code Section 4975(e)(7) or 409 may not be
combined with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this
Section and Code Sections 401(a)(4), 410(b) and 401(k).


 


(f)                                    For the purposes of this Section, if a Highly
Compensated Participant is a Participant under two or more cash or deferred
arrangements (other than a cash or deferred arrangement which is part of an
employee stock ownership plan as defined in Code Section 4975(e)(7) or
409) of the


 


30
















 


Employer or an Affiliated Employer, all such cash or deferred
arrangements shall be treated as one cash or deferred arrangement for the
purpose of determining the actual deferral ratio with respect to such Highly
Compensated Participant. However, if the cash or deferred arrangements have
different plan years, this paragraph shall be applied by treating all cash or
deferred arrangements ending with or within the same calendar year as a single
arrangement.


 


(g)                                 For the purpose of this Section, when
calculating the “Actual Deferral Percentage” for the Non-Highly Compensated
Participant group, the prior year testing method shall be used. Any change from
the current year testing method to the prior year testing method shall be made
pursuant to Internal Revenue Service Notice 98-1, Section VII (or
superseding guidance), the provisions of which are incorporated herein by
reference.


 


4.6                                 ADJUSTMENT
TO ACTUAL DEFERRAL PERCENTAGE TESTS


 


In the event (or if it is anticipated) that the initial allocations of
the Employer Elective Contributions made pursuant to Section 4.4 do (or
might) not satisfy one of the tests set forth in Section 4.5(a) for Plan
Years beginning after December 31, 1996, the Administrator shall adjust
Excess Contributions pursuant to the options set forth below:


 


(a)                                  On or before the fifteenth day of the third
month following the end of each Plan Year, the Highly Compensated Participant
having the largest amount of Elective Contributions shall have a portion of his
Elective Contributions distributed to him until the total amount of Excess
Contributions has been distributed, or until the amount of his Elective
Contributions equals the Elective Contributions of the Highly Compensated
Participant having the second largest amount of Elective Contributions. This
process shall continue until the total amount of Excess Contributions has been
distributed. In determining the amount of Excess Contributions to be
distributed with respect to an affected Highly Compensated Participant as
determined herein, such amount shall be reduced pursuant to Section 4.2(f)
by any Excess Deferred Compensation previously distributed to such affected
Highly Compensated Participant for his taxable year ending with or within such
Plan Year.


 


(1)                                  With respect to the distribution of Excess
Contributions pursuant to (a) above, such distribution:


 


(i)                                     may be postponed but not later than the close
of the Plan Year following the Plan Year to which they are allocable;


 


(ii)                                  shall be adjusted for Income; and


 


(iii)                               shall be designated by the Employer as a
distribution of Excess Contributions (and Income).


 


(2)                                  Any distribution of less than the entire
amount of Excess Contributions shall be treated as a pro rata distribution of
Excess Contributions and Income.


 


31
















 


(3)                                  Matching contributions which relate to Excess
Contributions shall be forfeited unless the related matching contribution is
distributed as an Excess Aggregate Contribution pursuant to Section 4.8.


 


(b)                                 Within twelve (12) months after the end of
the Plan Year, the Employer may make a special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants electing salary
reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or
to prevent an anticipated failure of) one of the tests set forth in
Section 4.5(a). Such contribution shall be allocated to the Participant’s
Elective Account of each Non-Highly Compensated Participant electing salary
reductions pursuant to Section 4.2 in the same proportion that each such
Non-Highly Compensated Participant’s Deferred Compensation for the year bears
to the total Deferred Compensation of all such Non-Highly Compensated
Participants.


 


However, if the prior year
testing method is used, the special Qualified Non-Elective Contribution shall
be allocated in the prior Plan Year to the Participant’s Elective Account on
behalf of each Non-Highly Compensated Participant who was employed by the
Employer on the last day of the prior Plan Year in the same proportion that
each such Non-Highly Compensated Participant’s Deferred Compensation for the
prior Plan Year bears to the total Deferred Compensation of all such Non-Highly
Compensated Participants for the prior Plan Year. Such contribution shall be
made by the Employer prior to the end of the current Plan Year.


 


Notwithstanding the above,
for Plan Years beginning after December 31, 1998, if the testing method
changes from the current year testing method to the prior year testing method,
then for purposes of preventing the double counting of Qualified Non-Elective
Contributions for the first testing year for which the change is effective, any
special Qualified Non-Elective Contribution on behalf of Non-Highly Compensated
Participants used to satisfy the “Actual Deferral Percentage” or “Actual Contribution
Percentage” test under the current year testing method for the prior year
testing year shall be disregarded.


 


(c)                                  If during a Plan Year the projected aggregate
amount of Elective Contributions to be allocated to all Highly Compensated
Participants under this Plan would, by virtue of the tests set forth in
Section 4.5(a), cause the Plan to fail such tests, then the Administrator
may automatically reduce proportionately or in the order provided in
Section 4.6(a) each affected Highly Compensated Participant’s deferral
election made pursuant to Section 4.2 by an amount necessary to satisfy
one of the tests set forth in Section 4.5(a).


 


4.7                                 ACTUAL CONTRIBUTION PERCENTAGE TESTS


 


(a)                                  The “Actual Contribution Percentage” for Plan
Years beginning after December 31, 1996 for the Highly Compensated
Participant group shall not exceed the greater of:


 


32
















 


(1)                                  125 percent of such percentage for the
Non-Highly Compensated Participant group (for the preceding Plan Year if the
prior year testing method is used to calculate the “Actual Contribution
Percentage” for the Non-Highly Compensated Participant group); or


 


(2)                                  the lesser of 200 percent of such percentage
for the Non-Highly Compensated Participant group (for the preceding Plan Year
if the prior year testing method is used to calculate the “Actual Contribution
Percentage” for the Non-Highly Compensated Participant group), or such
percentage for the Non-Highly Compensated Participant group (for the preceding
Plan Year if the prior year testing method is used to calculate the “Actual
Contribution Percentage” for the Non-Highly Compensated Participant group) plus
2 percentage points. However, to prevent the multiple use of the alternative
method described in this paragraph and Code Section 401(m)(9)(A), any
Highly Compensated Participant eligible to make elective deferrals pursuant to
Section 4.2 or any other cash or deferred arrangement maintained by the
Employer or an Affiliated Employer and to make Employee contributions or to
receive matching contributions under this Plan or under any plan maintained by
the Employer or an Affiliated Employer shall have a combination of his Elective
Contributions and Employer matching contributions reduced pursuant to
Regulation 1.401(m)-2 and Section 4.8(a). The provisions of Code
Section 401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are
incorporated herein by reference.


 


(b)                                 For the purposes of this Section and
Section 4.8, “Actual Contribution Percentage” for a Plan Year means, with
respect to the Highly Compensated Participant group and Non-Highly Compensated
Participant group (for the preceding Plan Year if the prior year testing method
is used to calculate the “Actual Contribution Percentage” for the Non-Highly
Compensated Participant group), the average of the ratios (calculated
separately for each Participant in each group rounded to the nearest
one-hundredth of one percent) of:


 


(1)                                  the sum of Employer matching contributions
made pursuant to Section 4.1(b) on behalf of each such Participant for
such Plan Year; to


 


(2)                                  the Participant’s “414(s) Compensation” for
such Plan Year.


 


Notwithstanding the above, if the prior year testing
method is used to calculate the “Actual Contribution Percentage” for the
Non-Highly Compensated Participant group for the first Plan Year of this
amendment and restatement, for purposes of Section 4.7(a), the “Actual
Contribution Percentage” for the Non-Highly Compensated Participant group for
the preceding Plan Year shall be determined pursuant to the provisions of the
Plan then in effect.


 


33
















 


(c)                                  For purposes of determining the “Actual
Contribution Percentage”, only Employer matching contributions contributed to
the Plan prior to the end of the succeeding Plan Year shall be considered. In
addition, the Administrator may elect to take into account, with respect to
Employees eligible to have Employer matching contributions pursuant to
Section 4.1(b) allocated to their accounts, elective deferrals (as defined
in Regulation 1.402(g)-1(b)) and qualified non-elective contributions (as
defined in Code Section 401(m)(4)(C)) contributed to any plan maintained
by the Employer. Such elective deferrals and qualified non-elective
contributions shall be treated as Employer matching contributions subject to
Regulation 1.401(m)-1(b)(5) which is incorporated herein by reference. However,
the Plan Year must be the same as the plan year of the plan to which the
elective deferrals and the qualified non-elective contributions are made.


 


(d)                                 For purposes of this Section and Code
Sections 401(a)(4), 410(b) and 401(m), if two or more plans of the Employer to
which matching contributions, Employee contributions, or both, are made are
treated as one plan for purposes of Code Sections 401(a)(4) or 410(b) (other
than the average benefits test under Code Section 410(b)(2)(A)(ii)), such
plans shall be treated as one plan. In addition, two or more plans of the
Employer to which matching contributions, Employee contributions, or both, are
made may be considered as a single plan for purposes of determining whether or
not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such a
case, the aggregated plans must satisfy this Section and Code Sections
401(a)(4), 410(b) and 401(m) as though such aggregated plans were a single
plan. Any adjustment to the Non-Highly Compensated Participant actual
contribution ratio for the prior year shall be made in accordance with Internal
Revenue Service Notice 98-1 and any superseding guidance. Plans may be
aggregated under this paragraph (e) only if they have the same plan year.
Notwithstanding the above, for Plan Years beginning after December 31,
1996, if two or more plans which include cash or deferred arrangements are
permissively aggregated under Regulation 1.410(b)-7(d), all plans permissively
aggregated must use either the current year testing method or the prior year
testing method for the testing year.


 


Notwithstanding the above, an employee stock
ownership plan described in Code Section 4975(e)(7) or 409 may not be
aggregated with this Plan for purposes of determining whether the employee
stock ownership plan or this Plan satisfies this Section and Code Sections
401(a)(4), 410(b) and 401(m).


 


(e)                                  If a Highly Compensated Participant is a
Participant under two or more plans (other than an employee stock ownership
plan as defined in Code Section 4975(e)(7) or 409) which are maintained by
the Employer or an Affiliated Employer to which matching contributions,
Employee contributions, or both, are made, all such contributions on behalf of
such Highly Compensated Participant shall be aggregated for purposes of
determining such Highly Compensated Participant’s actual contribution ratio.
However, if the plans have different plan years, this paragraph shall be
applied by treating all plans ending with or within the same calendar year as a
single plan.


 


34
















 


(f)                                    For purposes of Sections 4.7(a) and 4.8, a
Highly Compensated Participant and Non-Highly Compensated Participant shall
include any Employee eligible to have Employer matching contributions (whether
or not a deferral election was made or suspended) or voluntary employee
contributions (whether or not voluntary employee contributions are made) allocated
to his account for the Plan Year.


 


Notwithstanding the above, if the prior year testing
method is used to calculate the “Actual Contribution Percentage” for the
Non-Highly Compensated Participant group for the first Plan Year of this
amendment and restatement, for the purposes of Section 4.7(a), a
Non-Highly Compensated Participant shall include any such Employee eligible to
have Employer matching contributions (whether or not a deferral election was
made or suspended) or voluntary employee contributions (whether or not
voluntary employee contributions are made) allocated to his account for the
preceding Plan Year pursuant to the provisions of the Plan then in effect.


 


(g)                                 If the Plan uses the prior year testing
method, the “Actual Contribution Percentage” for the Non-Highly Compensated
Participant group is determined without regard to changes in the group of
Non-Highly Compensated Participants who are eligible under the Plan in the
testing year. However, if the Plan results from, or is otherwise affected by, a
“Plan Coverage Change” that becomes effective during the testing year, then the
“Actual Contribution Percentage” for the Non-Highly Compensated Participant
group for the prior year is the “Weighted Average Of The Actual Contribution
Percentages For The Prior Year Subgroups.” Notwithstanding the above, if ninety
(90) percent or more of the total number of Non-Highly Compensated Participants
from all “Prior Year Subgroups” are from a single “Prior Year Subgroup,” then
in determining the “Actual Contribution Percentage” for the Non-Highly
Compensated Participants for the prior year, the Employer may elect to use the
“Actual Contribution Percentage” for Non-Highly Compensated Participants for
the prior year under which that single “Prior Year Subgroup” was eligible, in
lieu of using the weighted averages. For purposes of this Section the
following definitions shall apply:


 


(1)                                  “Plan Coverage Change” means a change in the
group or groups of eligible Participants on account of (i) the establishment or
amendment of a plan, (ii) a plan merger, consolidation, or spinoff under Code
Section 414(1), (iii) a change in the way plans within the meaning of Code
Section 414(1) are combined or separated for purposes of Regulation
1.401(k)-1(g)(11), or (iv) a combination of any of the foregoing.


 


(2)                                  “Prior Year Subgroup” means all Non-Highly
Compensated Participants for the prior year who, in the prior year, were
eligible Participants under a specific Code Section 401(m) plan maintained
by the Employer and who would have been eligible Participants in the prior year
under


 


35
















 


the plan tested if the plan coverage change had first been effective as
of the first day of the prior year instead of first being effective during the
testing year.


 


(3)                                  “Weighted Average Of The Actual Contribution
Percentages For The Prior Year Subgroups” means the sum, for all prior year
subgroups, of the “Adjusted Actual Contribution Percentages.”


 


(4)                                  “Adjusted Actual Contribution Percentage”
with respect to a prior year subgroup means the Actual Contribution Percentage
for Non-Highly Compensated Participants for the prior year of the specific plan
under which the members of the prior year subgroup were eligible Participants,
multiplied by a fraction, the numerator of which is the number of Non-Highly
Compensated Participants in the prior year subgroup and the denominator of
which is the total number of Non-Highly Compensated Participants in all prior
year subgroups.


 


(h)                                 For the purpose of this Section, when calculating the “Actual Contribution Percentage” for the
Non-Highly Compensated Participant group, the prior year testing method shall
be used. Any change from the current year testing method to the prior year
testing method shall be made pursuant to Internal Revenue Service Notice 98-1,
Section VII (or superseding guidance), the provisions of which are
incorporated herein by reference.


 


4.8                                 ADJUSTMENT
TO ACTUAL CONTRIBUTION PERCENTAGE TESTS


 


(a)                                  In the event (or if it is anticipated) that,
for Plan Years beginning after December 31, 1996, the “Actual Contribution
Percentage” for the Highly Compensated Participant group exceeds (or might
exceed) the “Actual Contribution Percentage” for the Non-Highly Compensated
Participant group pursuant to Section 4.7(a), the Administrator (on or
before the fifteenth day of the third month following the end of the Plan Year,
but in no event later than the close of the following Plan Year) shall direct
the Trustee to distribute to the Highly Compensated Participant having the
largest amount of contributions determined pursuant to Section 4.7(b)(2),
his Vested portion of such contributions (and Income allocable to such
contributions) and, if forfeitable, forfeit such non-Vested Excess Aggregate
Contributions attributable to Employer matching contributions (and Income
allocable to such forfeitures) until the total amount of Excess Aggregate
Contributions has been distributed, or until his remaining amount equals the
amount of contributions determined pursuant to Section 4.7(b)(2) of the
Highly Compensated Participant having the second largest amount of
contributions. This process shall continue until the total amount of Excess
Aggregate Contributions has been distributed.


 


If the correction of Excess Aggregate Contributions
attributable to Employer matching contributions is not in proportion to the
Vested and non-Vested portion of such contributions, then the Vested portion of
the


 


36
















 


Participant’s
Account attributable to Employer matching contributions after the correction
shall be subject to Section 6.5(f).


 


(b)                                 Any distribution and/or forfeiture of less
than the entire amount of Excess Aggregate Contributions (and Income) shall be
treated as a pro rata distribution and/or forfeiture of Excess Aggregate
Contributions and Income. Distribution of Excess Aggregate Contributions shall
be designated by the Employer as a distribution
of Excess Aggregate Contributions (and Income). Forfeitures of Excess Aggregate
Contributions shall be treated in accordance with Section 4.4.


 


(c)                                  Excess Aggregate Contributions, including
forfeited matching contributions, shall be treated as Employer contributions
for purposes of Code Sections 404 and 415 even if distributed from the Plan.


 


Forfeited matching contributions that are
reallocated to Participants’ Accounts for the Plan Year in which the forfeiture
occurs shall be treated as an “annual addition” pursuant to Section 4.9(b)
for the Participants to whose Accounts they are reallocated and for the
Participants from whose Accounts they are forfeited.


 


(d)                                 The determination of the amount of Excess
Aggregate Contributions with respect to any Plan Year shall be made after first
determining the Excess Contributions, if any, to be treated as voluntary
Employee contributions due to recharacterization for the plan year of any other
qualified cash or deferred arrangement (as defined in Code Section 401(k))
maintained by the Employer that ends with or within the Plan Year.


 


(e)                                  If during a Plan Year the projected aggregate
amount of Employer matching contributions to be allocated to all Highly
Compensated Participants under this Plan would, by virtue of the tests set
forth in Section 4.7(a), cause the Plan to fail such tests, then the
Administrator may automatically reduce proportionately or in the order provided
in Section 4.8(a) each affected Highly Compensated Participant’s projected
share of such contributions by an amount necessary to satisfy one of the tests
set forth in Section 4.7(a).


 


(f)                                    Notwithstanding the above, within twelve (12)
months after the end of the Plan Year, the Employer may make a special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants in an amount
sufficient to satisfy (or to prevent an anticipated failure of) one of the
tests set forth in Section 4.7(a). Such contribution shall be allocated to
the Participant’s Account of Non-Highly Compensated Participant in the same
proportion that each Non-Highly Compensated Participant’s Compensation for the Plan
Year bears to the total Compensation of all Non-Highly Compensated Participants
for the Plan Year. A separate accounting of any special Qualified Non-Elective
Contribution shall be maintained in the Participant’s Account.


 


37
















 


However, if the prior year testing method is used,
the special Qualified Non-Elective Contribution shall be allocated in the prior
Plan Year to the Participant’s Account on behalf of each Non-Highly Compensated
Participant who was employed by the Employer on the last day of the prior Plan
Year in the same proportion that each such Non-Highly Compensated Participant’s
Compensation for the prior Plan Year bears to the total Compensation of all
such Non-Highly Compensated Participants for the prior Plan Year. Such
contribution shall be made by the Employer prior to the end of the current Plan
Year. A separate accounting of any special Qualified Non-Elective Contributions
shall be maintained in the Participant’s Account.


 


Notwithstanding the above, for Plan Years beginning
after December 31, 1998, if the testing method changes from the current
year testing method to the prior year testing method, then for purposes of
preventing the double counting of Qualified Non-Elective Contributions for the
first testing year for which the change is effective, any special Qualified
Non-Elective Contribution on behalf of Non-Highly Compensated Participants used
to satisfy the “Actual Deferral Percentage” or “Actual Contribution Percentage”
test under the current year testing method for the prior year testing year
shall be disregarded.


 


4.9                                 MAXIMUM
ANNUAL ADDITIONS


 


(a)                                  Notwithstanding the foregoing, the maximum
“annual additions” credited to a Participant’s accounts for any “limitation
year” shall equal the lesser of: (1) $30,000 adjusted annually as provided in
Code Section 415(d) pursuant to the Regulations, or (2) twenty-five
percent (25%) of the Participant’s “415 Compensation” for such “limitation
year.” For any short “limitation year,” the dollar limitation in (1) above
shall be reduced by a fraction, the numerator of which is the number of full
months in the short “limitation year” and the denominator of which is twelve
(12).


 


(b)                                 For purposes of applying the limitations of
Code Section 415, “annual additions” means the sum credited to a
Participant’s accounts for any “limitation year” of (1) Employer contributions,
(2) Employee contributions, (3) forfeitures, (4) 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 and (5) amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits allocated to the separate
account of a key employee (as defined in Code Section 419A(d)(3)) under a
welfare benefit plan (as defined in Code Section 419(e)) maintained by the
Employer. Except, however, the “415 Compensation” percentage limitation
referred to in paragraph (a)(2) above shall not apply to: (1) any contribution
for medical benefits (within the meaning of Code Section 419A(f)(2)) after
separation from service which is otherwise treated as an “annual addition,” or
(2) any amount otherwise treated as an “annual addition” under Code
Section 415(l)(1).


 


38
















 


(c)                                  For purposes of applying the limitations of
Code Section 415, the transfer of funds from one qualified plan to another
is not an “annual addition.” In addition, the following are not Employee
contributions for the purposes of Section 4.9(b)(2): (1) rollover
contributions (as defined in Code Sections 402(e)(6), 403(a)(4), 403(b)(8) and
408(d)(3)); (2) repayments of loans made to a Participant from the Plan; (3)
repayments of distributions received by an Employee pursuant to Code
Section 411(a)(7)(B) (cash-outs); (4) repayments of distributions received
by an Employee pursuant to Code Section 411(a)(3)(D) (mandatory contributions);
and (5) Employee contributions to a simplified employee pension excludable from
gross income under Code Section 408(k)(6).


 


(d)                                 For purposes of applying the limitations of
Code Section 415, the “limitation year” shall be the Plan Year.


 


(e)                                  For
the purpose of this Section, all qualified defined contribution plans (whether
terminated or not) ever maintained by the Employer shall be treated as one
defined contribution plan.


 


(f)                                    For the purpose of this Section, if the
Employer is a member of a controlled group of corporations, trades or
businesses under common control (as defined by Code Section 1563(a) or
Code Section 414(b) and (c) as modified by Code Section 415(h)), is a
member of an affiliated service group (as defined by Code Section 414(m)),
or is a member of a group of entities required to be aggregated pursuant to
Regulations under Code Section 414(o), all Employees of such Employers
shall be considered to be employed by a single Employer.


 


(g)                                 For the purpose of this Section, if this Plan
is a Code Section 413(c) plan, each Employer who maintains this Plan will
be considered to be a separate Employer.


 


(h)(1)                   If a Participant participates in more than one defined contribution
plan maintained by the Employer which have different Anniversary Dates, the
maximum “annual additions” under this Plan shall equal the maximum “annual
additions” for the “limitation year” minus any “annual additions” previously
credited to such Participant’s accounts during the “limitation year.”


 


(2)                                  If a Participant participates in both a
defined contribution plan subject to Code Section 412 and a defined
contribution plan not subject to Code Section 412 maintained by the
Employer which have the same Anniversary Date, “annual additions” will be
credited to the Participant’s accounts under the defined contribution plan
subject to Code Section 412 prior to crediting “annual additions” to the
Participant’s accounts under the defined contribution plan not subject to Code
Section 412.


 


(3)                                  If a Participant participates in more than
one defined contribution plan not subject to Code Section 412 maintained
by the


 


39
















 


Employer
which have the same Anniversary Date, the maximum “annual additions” under this
Plan shall equal the product of (A) the maximum “annual additions” for the
“limitation year” minus any “annual additions” previously credited under
subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator
of which is the “annual additions” which would be credited to such
Participant’s accounts under this Plan without regard to the limitations of
Code Section 415 and (ii) the denominator of which is such “annual
additions” for all plans described in this subparagraph.


 


(i)                                     Notwithstanding anything contained in this Section to
the contrary, the limitations, adjustments and other requirements prescribed in
this Section shall at all times comply with the provisions of Code
Section 415 and the Regulations thereunder, the terms of which are
specifically incorporated herein by reference.


 


4.10                           ADJUSTMENT
FOR EXCESSIVE ANNUAL ADDITIONS


 


(a)                                  If, as a result of a reasonable error in
estimating a Participant’s Compensation, a reasonable error in determining the
amount of elective deferrals (within the meaning of Code Section 402(g)(3))
that may be made with respect to any Participant under the limits of
Section 4.9 or other facts and circumstances to which Regulation
1.415-6(b)(6) shall be applicable, the “annual additions” under this Plan would
cause the maximum “annual additions” to be exceeded for any Participant, the
Administrator shall (1) distribute any elective deferrals (within the meaning
of Code Section 402(g)(3)) or return any Employee contributions (whether
voluntary or mandatory), and for the distribution of gains attributable to
those elective deferrals and Employee contributions, to the extent that the
distribution or return would reduce the “excess amount” in the Participant’s
accounts (2) hold any “excess amount” remaining after the return of any
elective deferrals or voluntary Employee contributions in a “Section 415
suspense account” (3) use the “Section 415 suspense account” in the next
“limitation year” (and succeeding “limitation years” if necessary) to reduce
Employer contributions for that Participant if that Participant is covered by
the Plan as of the end of the “limitation year,” or if the Participant is not
so covered, allocate and reallocate the “Section 415 suspense account” in
the next “limitation year” (and succeeding “limitation years” if necessary) to
all Participants in the Plan before any Employer or Employee contributions
which would constitute “annual additions” are made to the Plan for such
“limitation year” (4) reduce Employer contributions to the Plan for such
“limitation year” by the amount of the “Section 415 suspense account”
allocated and reallocated during such “limitation year.”


 


(b)                                 For purposes of this Article, “excess amount”
for any Participant for a “limitation year” shall mean the excess, if any, of
(1) the “annual additions” which would be credited to his account under the
terms of the Plan without regard to the limitations of Code Section 415
over (2) the maximum “annual additions” determined pursuant to
Section 4.9.


 


40
















 


 


(c)                                  For purposes of this Section,
“Section 415 suspense account” shall mean an unallocated account equal to
the sum of “excess amounts” for all Participants in the Plan during the
“limitation year.” The “Section 415 suspense account” shall not share in
any earnings or losses of the Trust Fund.


 


4.11                      TRANSFERS
FROM QUALIFIED PLANS


 


(a)                                  With the consent of the Administrator,
amounts may be transferred from other qualified plans by Eligible Employees,
provided that the trust from which such funds are transferred permits the
transfer to be made and the transfer will not jeopardize the tax exempt status
of the Plan or Trust or create adverse tax consequences for the Employer.  The amounts transferred shall be set up in a
separate account herein referred to as a “Participant’s Rollover Account.” Such
account shall be fully Vested at all times and shall not be subject to
Forfeiture for any reason.


 


(b)                                 Amounts in a Participant’s Rollover Account
shall be held by the Trustee pursuant to the provisions of this Plan and may
not be withdrawn by, or distributed to the Participant, in whole or in part,
except as provided in paragraphs (c) and (d) of this Section.


 


(c)                                  Except as permitted by Regulations (including
Regulation 1.411(d)-4), amounts attributable to elective contributions (as
defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective
contributions, which are transferred from another qualified plan in a
plan-to-plan transfer shall be subject to the distribution limitations provided
for in Regulation 1.401(k)-1(d).


 


(d)                                 The Administrator, at the election of the
Participant, shall direct the Trustee to distribute all or a portion of the
amount credited to the Participant’s Rollover Account.  Any distributions of amounts held in a Participant’s
Rollover Account shall be made in a manner which is consistent with and
satisfies the provisions of Section 6.5, including, but not limited to,
all notice and consent requirements of Code Section 411(a)(l1) and the
Regulations thereunder.  Furthermore,
such amounts shall be considered as part of a Participant’s benefit in
determining whether an involuntary cash-out of benefits without Participant
consent may be made.


 


(e)                                  The Administrator may direct that employee
transfers made after a Valuation Date be segregated into a separate account for
each Participant in a federally insured savings account, certificate of deposit
in a bank or savings and loan association, money market certificate, or other
short term debt security acceptable to the Trustee until such time as the allocations
pursuant to this Plan have been made, at which time they may remain segregated
or be invested as part of the general Trust Fund, to be determined by the
Administrator.


 


(f)                                    For purposes of this Section, the term
“qualified plan” shall mean any tax qualified plan under Code
Section 401(a).  The term “amounts


 


41
















 


transferred from other qualified plans” shall mean:
(i) amounts transferred to this Plan directly from another qualified plan; (ii)
distributions from another qualified plan which are eligible rollover
distributions and which are either transferred by the Employee to this Plan
within sixty (60) days following his receipt thereof or are transferred
pursuant to a direct rollover; (iii) amounts transferred to this Plan from a
conduit individual retirement account provided that the conduit individual
retirement account has no assets other than assets which (A) were previously
distributed to the Employee by another qualified plan as a lump-sum
distribution (B) were eligible for tax-free rollover to a qualified plan and
(C) were deposited in such conduit individual retirement account within sixty
(60) days of receipt thereof and other than earnings on said assets; and (iv)
amounts distributed to the Employee from a conduit individual retirement
account meeting the requirements of clause (iii) above, and transferred by the
Employee to this Plan within sixty (60) days of his receipt thereof from such
conduit individual retirement account.


 


(g)                            Prior to accepting any transfers to which
this Section applies, the Administrator may require the Employee to
establish that the amounts to be transferred to this Plan meet the requirements
of this Section and may also require the Employee to provide an opinion of
counsel satisfactory to the Employer that the amounts to be transferred meet
the requirements of this Section.


 


(h)                             This Plan shall not accept any direct or
indirect transfers (as that term is defined and interpreted under Code
Section 401(a)(11) and the Regulations thereunder) from a defined benefit
plan, money purchase plan (including a target benefit plan), stock bonus or
profit sharing plan which would otherwise have provided for a life annuity form
of payment to the Participant.


 


(i)                                 Notwithstanding anything herein to the
contrary, a transfer directly to this Plan from another qualified plan (or a
transaction having the effect of such a  transfer)
shall only be permitted if it will not result in the elimination or reduction
of any “Section 411(d)(6) protected benefit” as described in
Section 8.1.


 


4.12                           DIRECTED
INVESTMENT ACCOUNT


 


(a)                                  Participants may, effective January 1,
2001, subject to a procedure established by the Administrator (the Participant
Direction Procedures) and applied in a uniform nondiscriminatory manner, direct
the Trustee to invest all of their accounts in specific assets, specific funds
or other investments permitted under the Plan and the Participant Direction
Procedures.  That portion of the interest
of any Participant so directing will thereupon be considered a Participant’s
Directed Account.


 


(b)                                 As of each Valuation Date, all Participant
Directed Accounts shall be charged or credited with the net earnings, gains,
losses and expenses as well as any appreciation or depreciation in the market
value using publicly listed fair market values when available or appropriate.


 


42
















(1)                                  To the extent that the assets in a
Participant’s Directed Account are accounted for as pooled assets or investments,
the allocation of earnings, gains and losses of each Participant’s Directed
Account shall be based upon the total amount of funds so invested, in a manner
proportionate to the Participant’s share of such pooled investment.


 


(2)                                  To the extent that the assets in the
Participant’s Directed Account are accounted for as segregated assets, the
allocation of earnings, gains and losses from such assets shall be made on a
separate and distinct basis.


 


(c)                                  The Participant Direction Procedures shall
provide an explanation of the circumstances under which Participants and their
Beneficiaries may give investment instructions, including, but need not be
limited to, the following:


 


(1)                                  the conveyance of instructions by the
Participants and their Beneficiaries to invest Participant Directed Accounts in
Directed Investments;


 


(2)                                  the name, address and phone number of the
Fiduciary (and, if applicable, the person or persons designated by the
Fiduciary to act on its behalf) responsible for providing information to the Participant
or a Beneficiary upon request relating to the investments in Directed
Investments;


 


(3)                                  applicable restrictions on transfers to and
from any Designated Investment Alternative;


 


(4)                                  any restrictions on the exercise of voting,
tender and similar rights related to a Directed Investment by the Participants
or their Beneficiaries;


 


(5)                                  a description of any transaction fees and
expenses which affect the balances in Participant Directed Accounts in
connection with the purchase or sale of Directed Investments: and


 


(6)                                  general procedures for the dissemination of
investment and other information relating to the Designated Investment
Alternatives as deemed necessary or appropriate, including but not limited to a
description of the following:


 


(i)                                     the investment vehicles available under the
Plan, including specific information regarding any Designated Investment
Alternative;


 


(ii)                                  any designated Investment Managers; and


 


43
















(iii)                               a description of the additional information
which may be obtained upon request from the Fiduciary designated to provide
such information.


 


(d)                                 Any information regarding investments
available under the Plan, to the extent not required to be described in the
Participant Direction Procedures, may be provided to the Participant in one or
more written documents which are separate from the Participant Direction
Procedures and are not thereby incorporated by reference into this Plan.


 


(e)                                  The Administrator may, at its discretion,
include in or exclude by amendment or other action from the Participant
Direction Procedures such instructions, guidelines or policies as it deems
necessary or appropriate to ensure proper administration of the Plan, and may
interpret the same accordingly.


 


ARTICLE V


VALUATIONS


 


5.1                              VALUATION
OF THE TRUST FUND


 


The Administrator shall direct the Trustee, as of each Valuation Date,
to determine the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date.  In determining
such net worth, the Trustee shall value the assets comprising the Trust Fund at
their fair market value as of the Valuation Date and shall deduct all expenses
for which the Trustee has not yet obtained reimbursement from the Employer or
the Trust Fund.  The Trustee may update the
value of any shares held in the Participant Directed Account by reference to
the number of shares held by that Participant, priced at the market value as of
the Valuation Date.


 


5.2                              METHOD OF
VALUATION


 


In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on
such exchange preceding the close of business on the Valuation Date.  If such securities were not traded on the
Valuation Date, or if the exchange on which they are traded was not open for
business on the Valuation Date, then the securities shall be valued at the
prices at which they were last traded prior to the Valuation Date.  Any unlisted security held in the Trust Fund
shall be valued at its bid price next preceding the close of business on the
Valuation Date, which bid price shall be obtained from a registered broker or
an investment banker. In determining the fair market value of assets other than
securities for which trading or bid prices can be obtained, the Trustee may
appraise such assets itself, or in its discretion, employ one or more
appraisers for that purpose and rely on the values established by such
appraiser or appraisers.


 


44
















ARTICLE VI


DETERMINATION AND DISTRIBUTION OF BENEFITS


 


6.1                                 DETERMINATION
OF BENEFITS UPON RETIREMENT


 


Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date or Early
Retirement Date. However, a Participant may postpone the termination of his
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.4, shall continue until his Late Retirement Date.
Upon a Participant’s Retirement Date or attainment of his Normal Retirement
Date without termination of employment with the Employer, or as soon thereafter
as is practicable, the Trustee shall distribute, at the election of the
Participant, all amounts credited to such Participant’s Combined Account in
accordance with Section 6.5.


 


6.2                                 DETERMINATION
OF BENEFITS UPON DEATH


 


(a)                                  Upon the death of a Participant before his Retirement
Date or other termination of his employment, all amounts credited to such
Participant’s Combined Account shall become fully Vested. The Administrator
shall direct the Trustee, in accordance with the provisions of Sections 6.6 and
6.7, to distribute the value of the deceased Participant’s accounts to the
Participant’s Beneficiary.


 


(b)                                 Upon the death of a Former Participant, the
Administrator shall direct the Trustee, in accordance with the provisions of
Sections 6.6 and 6.7, to distribute any remaining Vested amounts credited to
the accounts of a deceased Former Participant to such Former Participant’s
Beneficiary.


 


(c)                                  The Administrator may require such proper
proof of death and such evidence of the right of any person to receive payment
of the value of the account of a deceased Participant or Former Participant as
the Administrator may deem desirable. 
The Administrator’s determination of death and of the right of any
person to receive payment shall be conclusive.


 


(d)                                 The Beneficiary of the death benefit payable
pursuant to this Section shall be the Participant’s spouse.  Except, however, the Participant may
designate a Beneficiary other than his spouse if:


 


(1)                                  the spouse has waived the right to be the
Participant’s Beneficiary, or


 


(2)                                  the Participant is legally separated or has
been abandoned (within the meaning of local law) and the Participant has a
court order to such effect (and there is no “qualified domestic relations
order” as defined in Code Section 414(p) which provides otherwise), or


 


(3)                                  the Participant has no spouse, or


 


(4)                                  the spouse cannot be located.


 


45
















 


In such event, the
designation of a Beneficiary shall be made on a form satisfactory to the
Administrator.  A Participant may at any
time revoke his designation of a Beneficiary or change his Beneficiary by
filing written notice of such revocation or change with the Administrator.  However, the Participant’s spouse must again
consent in writing to any change in Beneficiary unless the original consent
acknowledged that the spouse had the right to limit consent only to a specific
Beneficiary and that the spouse voluntarily elected to relinquish such
right.  In the event no valid designation
of Beneficiary exists at the time of the Participant’s death, the death benefit
shall be payable to his estate.


 


(e)                                  Any consent by the Participant’s spouse to
waive any rights to the death benefit must be in writing, must acknowledge the
effect of such waiver, and be witnessed by a Plan representative or a notary
public.  Further, the spouse’s consent
must be irrevocable and must acknowledge the specific nonspouse Beneficiary.


 


6.3                                 DETERMINATION
OF BENEFITS IN EVENT OF DISABILITY


 


In the event of a Participant’s Total and Permanent Disability prior to
his Retirement Date or other termination of his employment, all amounts
credited to such Participant’s Combined Account shall become fully Vested.  In the event of a Participant’s Total and
Permanent Disability, the Trustee, in accordance with the provisions of
Sections 6.5 and 6.7, shall distribute to such Participant all amounts credited
to such Participant’s Combined Account as though he had retired.


 


6.4                                 DETERMINATION
OF BENEFITS UPON TERMINATION


 


(a)                                  If a Participant’s employment with the
Employer is terminated for any reason other than death, Total and Permanent
Disability or retirement, such Participant shall be entitled to such benefits
as are provided hereinafter pursuant to this Section 6.4.


 


Distribution of the funds
due to a  Terminated Participant
shall be made on the occurrence of an event which would result in the
distribution had the Terminated Participant remained in the employ of the
Employer (upon the Participant’s death, Total and Permanent Disability, Early
or Normal Retirement).  However, at the
election of the Participant, the Administrator shall direct the Trustee to
cause the entire Vested portion of the Terminated Participant’s Combined
Account to be payable to such Terminated Participant on or after the
Anniversary Date coinciding with or next following termination of
employment.  Any distribution under this
paragraph shall be made in a manner which is consistent with and satisfies the
provisions of Section 6.5, including, but not limited to, all notice and
consent requirements of Code Section 411(a)(11) and the Regulations
thereunder.


 


If the value of a Terminated
Participant’s Vested benefit derived from Employer and Employee contributions
does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6,
1997) and has never exceeded


 


46
















$5,000 ($3,500 for Plan Years beginning prior to August 6, 1997)
at the time of any distribution prior to March 22, 1999, the Administrator
shall direct the Trustee to cause the entire Vested benefit to be paid to such
Participant in a single lump sum.


 


For purposes of this
Section 6.4, if the value of a Terminated Participant’s Vested benefit is
zero, the Terminated Participant shall be deemed to have received a
distribution of such Vested benefit.


 


(b)                                 The Vested portion of any Participant’s
Account shall be a percentage of the total amount credited to his Participant’s
Account determined on the basis of the Participant’s number of Years of Service
according to the following schedule:


 


Vesting Schedule


 




	
  Years of Service

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 2

  	
   

  	
  0

  	
  %

  
	
  2

  	
   

  	
  20

  	
  %

  
	
  3

  	
   

  	
  40

  	
  %

  
	
  4

  	
   

  	
  60

  	
  %

  
	
  5

  	
   

  	
  80

  	
  %

  
	
  6

  	
   

  	
  100

  	
  %

  






 


(c)                                  Notwithstanding the vesting
schedule above, the Vested percentage of a Participant’s Account shall not
be less than the Vested percentage attained as of the later of the effective
date or adoption date of this amendment and restatement.


 


(d)                                 Notwithstanding the vesting
schedule above, upon the complete discontinuance of the Employer
contributions to the Plan or upon any full or partial termination of the Plan,
all amounts credited to the account of any affected Participant shall become
100% Vested and shall not thereafter be subject to Forfeiture.


 


(e)                                  The computation of a Participant’s
nonforfeitable percentage of his interest in the Plan shall not be reduced as
the result of any direct or indirect amendment to this Plan.  For this purpose, the Plan shall be treated
as having been amended if the Plan provides for an automatic change in vesting
due to a change in top heavy status.  In
the event that the Plan is amended to change or modify any vesting schedule, a
Participant with at least three (3) Years of Service as of the expiration date
of the election period may elect to have his nonforfeitable percentage computed
under the Plan without regard to such amendment.  If a Participant fails to make such election,
then such Participant shall be subject to the new vesting schedule.  The Participant’s election period shall commence
on the adoption date of the amendment and shall end 60 days after the latest
of:


 


(1)                                  the adoption date of the amendment,


 


47
















 


(2)                                  the effective date of the amendment, or


 


(3)                                  the date the Participant receives written
notice of the amendment from the Employer or Administrator.


 


(f)(1)                      if any Former Participant shall be reemployed
by the Employer before a 1-Year Break in Service occurs, he shall continue to
participate in the Plan in the same manner as if such termination had not
occurred.


 


(2)                                  If any Former Participant shall be reemployed
by the Employer before five (5) consecutive 1-Year Breaks in Service, and such
Former Participant had received, or was deemed to have received, a distribution
of his entire Vested interest prior to his reemployment, his forfeited account
shall be reinstated only if he repays the full amount distributed to him before
the earlier of five (5) years after the first date on which the Participant is
subsequently reemployed by the Employer or the close of the first period of
five (5) consecutive 1-Year Breaks in Service commencing after the
distribution, or in the event of a deemed distribution, upon the reemployment
of such Former Participant.  In the event
the Former Participant does repay the full amount distributed to him, or in the
event of a deemed distribution, the undistributed portion of the Participant’s
Account must be restored in full, unadjusted by any gains or losses occurring
subsequent to the Valuation Date coinciding with or preceding his
termination.  The source for such
reinstatement shall first be any Forfeitures occurring during the year.  If such source is insufficient, then the
Employer shall contribute an amount which is sufficient to restore any such
forfeited Accounts provided, however, that if a discretionary contribution is
made for such year pursuant to Section 4.1(c), such contribution shall
first be applied to restore any such Accounts and the remainder shall be
allocated in accordance with Section 4.4.


 


(3)                                  If any Former Participant is reemployed after
a 1-Year Break in Service has occurred, Years of Service shall include Years of
Service prior to his 1-Year Break in Service subject to the following rules:


 


(i)                                     If a Former Participant has a 1-Year Break in
Service, his pre-break and post-break service shall be used for computing Years
of Service for eligibility and for vesting purposes only after he has been
employed for one (1) Year of Service following the date of his reemployment
with the Employer;


 


(ii)                                  Any Former Participant who under the Plan
does not have a nonforfeitable right to any interest in the Plan resulting from
Employer contributions shall lose credits otherwise allowable under (i) above
if his consecutive 1-Year Breaks in Service equal or exceed the greater of (A)
five (5) or (B) the aggregate number of his pre-break Years of Service;


 


48
















 


(iii)                               After five (5) consecutive 1-Year Breaks in
Service, a Former Participant’s Vested Account balance attributable to
pre-break service shall not be increased as a result of post-break service;


 


(iv)                              If a Former Participant is reemployed by the
Employer, he shall participate in the Plan immediately on his date of
reemployment;


 


(v)                                 If a Former Participant (a 1-Year Break in
Service previously occurred, but employment had not terminated) is credited
with an Hour of Service after the first eligibility computation period in which
he incurs a 1-Year Break in Service, he shall participate in the Plan
immediately.


 


6.5                                 DISTRIBUTION
OF BENEFITS


 


(a)                                  The Administrator, pursuant to the election
of the Participant, shall direct the Trustee to distribute to a Participant or
his Beneficiary any amount to which he is entitled under the Plan in one
lump-sum payment in cash or in property.


 


(b)                                 Any distribution to a Participant who has a
benefit which exceeds, or has ever exceeded, $5,000 ($3,500 for Plan Years
beginning prior to August 6, 1997) at the time of any distribution prior
to March 22,1999 shall require such Participant’s consent if such
distribution occurs prior to the later of his Normal Retirement Age or age
62.  With regard to this required
consent:


 


(1)                                  The Participant must be informed of his right
to defer receipt of the distribution.  If
a Participant fails to consent, it shall be deemed an election to defer the
distribution of any benefit.  However,
any election to defer the receipt of benefits shall not apply with respect to
distributions which are required under Section 6.5(c).


 


(2)                                  Notice of the rights specified under this
paragraph shall be provided no less than 30 days and no more than 90 days
before the date the distribution commences.


 


(3)                                  Consent of the Participant to the
distribution must not be made before the Participant receives the notice and
must not be made more than 90 days before the date the distribution commences.


 


(4)                                  No consent shall be valid if a significant
detriment is imposed under the Plan on any Participant who does not consent to
the distribution.


 


Any such distribution may
commence less than 30 days after the notice required under Regulation
1.411(a)-11(c) is given, provided that: (1) the Administrator clearly informs
the Participant that the Participant has a right to a period of at least 30
days after receiving the notice to consider the


 


49
















 


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.


 


(c)                                  Notwithstanding any provision in the Plan to
the contrary, for Plan Years beginning after December 31,1996, the
distribution of a Participant’s benefits shall be made in accordance with the
following requirements and shall otherwise comply with Code
Section 401(a)(9) and the Regulations thereunder (including Regulation
1.401(a)(9)-2), the provisions of which are incorporated herein by reference:


 


(1)                                  A Participant’s benefits shall be distributed
or must begin to be distributed to him not later than April 1st of the
calendar year following the later of (i) the calendar year in which the
Participant attains age 70 1/2 or (ii) the calendar year in which the
Participant retires, provided, however, that this clause (ii) shall not apply
in the case of a Participant who is a “five (5) percent owner” at any time
during the Plan Year ending with or within the calendar year in which such
owner attains age 70 1/2.  Such
distributions shall be equal to or greater than any required distribution.


 


Any Participant attaining age 70 1/2 in years after 1995 may elect by
the April 1st of the calendar year following the year in which the
Participant attained age 70 1/2 (or by December 31, 1997 in the case of a
Participant attaining age 70 1/2 in 1996), to defer distributions until the
calendar year following the calendar year in which the Participant
retires.  If no such election is made the
Participant will begin receiving distributions by the April 1st of the
calendar year following the year in which the Participant attained age 70 1/2
(or by December 31,1997 in the case of a Participant attaining age 70 1/2
in 1996).  Additionally, any Participant
attaining age 70 1/2 in years prior to 1997 may elect to stop distributions and
recommence by the April 1st of the calendar year following the year in which
the Participant retires.


 


(2)                                  Distributions to a Participant and his
Beneficiaries shall only be made in accordance with the incidental death
benefit requirements of Code Section 401(a)(9)(G) and the Regulations
thereunder.


 


(d)                                 For purposes of this Section, the life
expectancy of a Participant and a Participant’s spouse shall not be
redetermined in accordance with Code Section 401(a)(9)(D).  Life expectancy and joint and last survivor
expectancy shall be computed using the return multiples in Tables V and VI of
Regulation 1.72-9.


 


(e)                                  All annuity Contracts under this Plan shall
be non-transferable when distributed. 
Furthermore, the terms of any annuity Contract purchased and distributed
to a Participant or spouse shall comply with all of the requirements of the
Plan.


 


50
















(f)                                    If a distribution is made at a time when a
Participant is not fully Vested in his Participant’s Account and the
Participant may increase the Vested percentage in such account:


 


(1)                                  a separate account shall be established for
the Participant’s interest in the Plan as of the time of the distribution; and


 


(2)                                  at any relevant time, the Participant’s
Vested portion of the separate account shall be equal to an amount (“X”)
determined by the formula:


 


X equals P(AB plus (R x D)) - (R x D)


 


For purposes of applying the formula: P is the Vested percentage at the
relevant time, AB is the account balance at the relevant time, D is the amount
of distribution, and R is the ratio of the account balance at the relevant time
to the account balance after distribution.


 


6.6                            DISTRIBUTION
OF BENEFITS UPON DEATH


 


(a)                                  The death benefit payable pursuant to
Section 6.2 shall be paid to the Participant’s Beneficiary in one lump-sum
payment in cash or in property subject to the rules of Section 6.6(b).


 


(b)                                 Notwithstanding any provision in the Plan to
the contrary, distributions upon the death of a Participant shall be made in
accordance with the following requirements and shall otherwise comply with Code


Section 401(a)(9) and the Regulations thereunder.  If it is determined pursuant to Regulations
that the distribution of a Participant’s interest has begun and the Participant
dies before his entire interest has been distributed to him, the remaining
portion of such interest shall be distributed at least as rapidly as under the
method of distribution selected pursuant to Section 6.5 as of his date of
death.  If a Participant dies before he
has begun to receive any distributions of his interest under the Plan or before
distributions are deemed to have begun pursuant to Regulations, then his death
benefit shall be distributed to his Beneficiaries by December 31st of the
calendar year in which the fifth anniversary of his date of death occurs.


 


6.7                               TIME
OF SEGREGATION OR DISTRIBUTION


 


Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution the distribution may be made as soon as is
practicable.  However, unless a Former
Participant elects in writing to defer the receipt of benefits (such election
may not result in a death benefit that is more than incidental), the payment of
benefits shall occur not later than the 60th day after the close of the Plan
Year in which the latest of the following events occurs: (a) the date on which
the Participant attains the earlier of age 65 or the Normal Retirement Age
specified herein; (b) the 10th anniversary of the year in which the Participant
commenced participation in the Plan; or (c) the date the Participant terminates
his service with the Employer.


 


51
















6.8                                 DISTRIBUTION
FOR MINOR BENEFICIARY


 


In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom
the Beneficiary maintains his residence, or to the custodian for such
Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if such
is permitted by the laws of the state in which said Beneficiary resides.  Such a payment to the legal guardian,
custodian or parent of a minor Beneficiary shall fully discharge the Trustee,
Employer, and Plan from further liability on account thereof.


 


6.9                                 LOCATION
OF PARTICIPANT OR BENEFICIARY UNKNOWN


 


In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the later of the
Participant’s attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a registered
letter, return receipt requested, to the last known address, and after further
diligent effort, to ascertain the whereabouts of such Participant or his
Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan.  In the event a  Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored
unadjusted for earnings or losses.


 


6.10                           PRE-RETIREMENT
DISTRIBUTION


 


At such time as a Participant shall have attained the age of 25 years,
the Administrator, at the election of the Participant, shall direct the Trustee
to distribute ail or a portion of the amount then credited to the accounts
maintained on behalf of the Participant. 
However, no distribution from the Participant’s Account shall occur
prior to 100% vesting.  In the event that
the Administrator makes such a distribution, the Participant shall continue to
be eligible to participate in the Plan on the same basis as any other Employee.  Any distribution made pursuant to this
Section shall be made in a manner consistent with Section 6.5,
including, but not limited to, all notice and consent requirements of Code
Section 411(a)(11) and the Regulations thereunder.


 


Notwithstanding the above, pre-retirement distributions from a Participant’s
Elective Account shall not be permitted prior to the Participant attaining age
59 1/2 except as otherwise permitted under the terms of the Plan.


 


6.11                           ADVANCE
DISTRIBUTION FOR HARDSHIP


 


(a)                                  The Administrator, at the election of the
Participant, shall direct the Trustee to distribute to any Participant in any
one Plan Year up to the lesser of 100% of his Vested Participant’s Elective
Account and Participant’s Account valued as of the last Valuation Date or the
amount necessary to satisfy the immediate and heavy financial need of the
Participant.  Any distribution made
pursuant to this Section shall be deemed to be made as of the first day of
the Plan Year or, if later, the Valuation Date immediately preceding the date
of distribution, and the Participant’s Elective Account and Participant’s
Account shall be reduced accordingly. 
Withdrawal under this Section is deemed to be on account of an
immediate and heavy financial need of the Participant if the withdrawal is for:


 


52
















(1)                                  Expenses for medical care described in Code
Section 213(d) previously incurred by the Participant, his spouse, or any
of his dependents (as defined in Code Section 152) or necessary for these
persons to obtain medical care;


 


(2)                                  The costs directly related to the purchase of
a principal residence for the Participant (excluding mortgage payments);


 


(3)                                  Payment of tuition, related educational fees,
and room and board expenses for the next twelve (12) months of post-secondary
education for the Participant, his spouse, children, or dependents; or


 


(4)                                  Payments necessary to prevent the eviction of
the Participant from his principal residence or foreclosure on the mortgage of
the Participant’s principal residence.


 


(b)                                 No distribution shall be made pursuant to
this Section unless the Administrator, based upon the Participant’s
representation and such other facts as are known to the Administrator,
determines that all of the following conditions are satisfied:


 


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


 


(2)                                  The Participant has obtained all
distributions, other than hardship distributions, and all nontaxable (at the
time of the loan) loans currently available under all plans maintained by the
Employer;


 


(3)                                  The Plan, and all other plans maintained by
the Employer, provide that the Participant’s elective deferrals and voluntary
Employee contributions will be suspended for at least twelve (12) months after
receipt of the hardship distribution or, the Participant, pursuant to a legally
enforceable agreement, will suspend his elective deferrals and voluntary
Employee contributions to the Plan and all other plans maintained by the
Employer for at least twelve (12) months after receipt of the hardship
distribution; and


 


(4)                                  The Plan, and all other plans maintained by
the Employer, provide that the Participant may not 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 next taxable year less the amount of such
Participant’s elective deferrals for the taxable year of the hardship
distribution.


 


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(c)                                  Notwithstanding the above, distributions from
the Participant’s Elective Account pursuant to this Section shall be
limited, as of the date of distribution, to the Participant’s Elective Account
as of the end of the last Plan Year ending before July 1, 1989, plus the
total Participant’s Deferred Compensation after such date, reduced by the
amount of any previous distributions pursuant to this Section and
Section 6.10.


 


(d)                                 Any distribution made pursuant to this
Section shall be made in a manner which is consistent with and satisfies
the provisions of Section 6.5, including, but not limited to, all notice
and consent requirements of Code Section 411(a)(11) and the Regulations
thereunder.


 


6.12                         QUALIFIED
DOMESTIC RELATIONS ORDER DISTRIBUTION


 


All rights and benefits, including elections, provided to a Participant
in this Plan shall be subject to the rights afforded to any “alternate payee”
under a “qualified domestic relations order.” Furthermore, a distribution to an
“alternate payee” shall be permitted if such distribution is authorized by a
“qualified domestic relations order,” even if the affected Participant has not
separated from service and has not reached the “earliest retirement age” under
the Plan.  For the purposes of this
Section, “alternate payee,” “qualified domestic relations order” and “earliest
retirement age” shall have the meaning set forth under Code
Section 414(p).


 


6.13                         ELIMINATION
OF LOOKBACK RULE


 


Notwithstanding anything in this Article to the contrary, the
“lookback rule” (the “lookback rule” provides that for purposes of determining
whether a distribution may be made without consent, if the value at the time of
a prior distribution exceeded the applicable dollar threshold (e.g., $5,000)
then the value at any subsequent time is deemed to exceed the threshold) will
not apply to any distributions made on or after October 17, 2000.


 


ARTICLE VII


TRUSTEE


 


7.1                                 BASIC
RESPONSIBILITIES OF THE TRUSTEE


 


(a)                                  The Trustee shall have the following
categories of responsibilities:


 


(1)                                  Consistent with the “funding policy and
method” determined by the Employer, to invest, manage, and control the Plan
assets subject, however, to the direction of a Participant with respect to his
Participant Directed Accounts, the Employer or an Investment Manager appointed
by the Employer or any agent of the Employer;


 


(2)                                  At the direction of the Administrator, to pay
benefits required under the Plan to be paid to Participants, or, in the event
of their death, to their Beneficiaries; and


 


54


















 


(3)                                  To maintain records of receipts and
disbursements and furnish to the Employer and/or Administrator for each Plan
Year a written annual report per Section 7.6.


 


(b)                                 In the event that the Trustee shall be
directed by a Participant (pursuant to the Participant Direction Procedures),
or the Employer, or an Investment Manager or other agent appointed by the
Employer with respect to the investment of any or all Plan assets, the Trustee
shall have no liability with respect to the investment of such assets, but
shall be responsible only to execute such investment instructions as so
directed.


 


(1)                                  The Trustee shall be entitled to rely fully
on the written instructions of a Participant (pursuant to the Participant
Direction Procedures), or the Employer, or any Fiduciary or nonfiduciary agent
of the Employer, in the discharge of such duties, and shall not be liable for
any loss or other liability, resulting from such direction (or lack of
direction) of the investment of any part of the Plan assets.


 


(2)                                  The Trustee may delegate the duty to execute
such instructions to any nonfiduciary agent, which may be an affiliate of the
Trustee or any Plan representative.


 


(3)                                  The Trustee may refuse to comply with any
direction from the Participant in the event the Trustee, in its sole and
absolute discretion, deems such directions improper by virtue of applicable
law.  The Trustee shall not be
responsible or liable for any loss or expense which may result from the
Trustee’s refusal or failure to comply with any directions from the
Participant.


 


(4)                                  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.


 


(c)                                  If there shall be more than one Trustee, they
shall act by a majority of their number, but may authorize one or more of them
to sign papers on their behalf.


 


7.2                                 INVESTMENT
POWERS AND DUTIES OF THE TRUSTEE


 


(a)                                  The Trustee shall invest and reinvest the
Trust Fund to keep the Trust Fund invested without distinction between principal
and income and in such securities or property, real or personal, wherever
situated, as the Trustee shall deem advisable, including, but not limited to,
stocks, common or preferred, bonds and other evidences of indebtedness or
ownership, and real estate or any interest therein.  The Trustee shall at all times in making
investments of the Trust Fund consider, among other factors, the short and
long-term financial needs of the Plan on the basis of information furnished by
the Employer.  In making such
investments, the Trustee shall not be restricted to securities or other
property of the character expressly authorized by the applicable law for trust
investments; however, the Trustee shall give due


 


55
















 


regard
to any limitations imposed by the Code or the Act so that at all times the Plan
may qualify as a qualified Profit Sharing Plan and Trust.


 


(b)                                 The Trustee may employ a bank or trust
company pursuant to the terms of its usual and customary bank agency agreement,
under which the duties of such bank or trust company shall be of a custodial,
clerical and record-keeping nature.


 


(c)                                  With respect to assets in a Participant’s
Directed Investment Account, the Participant or Beneficiary shall direct the Trustee
with regard to any voting, tender and similar rights associated with the
ownership of such assets, (i.e., the “Stock Right(s)”) as follows:


 


(1)                                  Each Participant or Beneficiary shall direct
the Trustee to vote or otherwise exercise such Stock Rights in accordance with
the provisions, conditions and terms of any such Stock Right(s).


 


(2)                                  Such directions shall be provided to the
Trustee by the Participant or Beneficiary in accordance with the procedure as
established by the Administrator. The Trustee shall vote or otherwise exercise
such Stock Right(s) with respect to which it has received directions to do so
under this Section.


 


(3)                                  To the extent to which a Participant or
Beneficiary does not instruct the Trustee or does not issue valid directions to
the Trustee to vote or otherwise exercise such Stock Right(s), such
Participants or Beneficiaries shall be deemed to have directed the Trustee that
such Stock Rights remain nonvoted and unexercised.


 


7.3                                OTHER
POWERS OF THE TRUSTEE


 


The
Trustee, in addition to all powers and authorities under common law, statutory
authority, including the Act, and other provisions of the Plan, shall have the
following powers and authorities, to be exercised in the Trustee’s sole
discretion:


 


(a)                                  To purchase, or subscribe for, any securities
or other property and to retain the same. In conjunction with the purchase of
securities, margin accounts may be opened and maintained;


 


(b)                                 To sell, exchange, convey, transfer, grant
options to purchase, or otherwise dispose of any securities or other property
held by the Trustee, by private contract or at public auction. No person
dealing with the Trustee shall be bound to see to the application of the
purchase money or to inquire into the validity, expediency, or propriety of any
such sale or other disposition, with or without advertisement;


 


(c)                                  To vote upon any stocks, bonds, or other
securities; to give general or special proxies or powers of attorney with or
without power of substitution; to exercise any conversion privileges, subscription
rights or other options, and to make any payments incidental thereto; to
oppose, or to


 


56
















 


consent
to, or otherwise participate in, corporate reorganizations or other changes
affecting corporate securities, and to delegate discretionary powers, and to
pay any assessments or charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to stocks, bonds,
securities, or other property. However, the Trustee shall not vote proxies
relating to securities for which it has not been assigned full investment
management responsibilities. In those cases where another party has such
investment authority or discretion, the Trustee will deliver all proxies to
said party who will then have full responsibility for voting those proxies;


 


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


 


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


 


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


 


(g)                                 To accept and retain for such time as the
Trustee may deem advisable any securities or other property received or
acquired as Trustee hereunder, whether or not such securities or other property
would normally be purchased as investments hereunder;


 


(h)                                 To make, execute, acknowledge, and deliver
any and all documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the powers herein
granted;


 


(i)                                     To settle, compromise, or submit to
arbitration any claims, debts, or damages due or owing to or from the Plan, to
commence or defend suits or legal or administrative proceedings, and to
represent the Plan in all suits and legal and administrative proceedings;


 


(j)                                     To employ suitable agents and counsel and to
pay their reasonable expenses and compensation, and such agent or counsel may
or may not be agent or counsel for the Employer;


 


(k)                                  To apply for and procure from responsible
insurance companies, to be selected by the Administrator, as an investment of
the Trust Fund such annuity, or other Contracts (on the life of any
Participant) as the Administrator shall deem proper; to exercise, at any time
or from time to time,


 


57
















 


whatever
rights and privileges may be granted under such annuity, or other Contracts; to
collect, receive, and settle for the proceeds of all such annuity or other
Contracts as and when entitled to do so under the provisions thereof;


 


(1)                                  To invest funds of the Trust in time deposits
or savings accounts bearing a reasonable rate of interest in the Trustee’s
bank;


 


(m)                               To invest in Treasury Bills and other forms of United States government
obligations;


 


(n)                                 To invest in shares of investment companies
registered under the Investment Company Act of 1940;


 


(o)                                 To sell, purchase and acquire put or call
options if the options are traded on and purchased through a national
securities exchange registered under the Securities Exchange Act of 1934, as
amended, or, if the options are not traded on a national securities exchange,
are guaranteed by a member firm of the New York Stock Exchange;


 


(p)                                 To deposit monies in federally insured
savings accounts or certificates of deposit in banks or savings and loan
associations;


 


(q)                                 To pool all or any of the Trust Fund, from
time to time, with assets belonging to any other qualified employee pension
benefit trust created by the Employer or an affiliated company of the Employer,
and to commingle such assets and make joint or common investments and carry
joint accounts on behalf of this Plan and such other trust or trusts,
allocating undivided shares or interests in such investments or accounts or any
pooled assets of the two or more trusts in accordance with their respective
interests;


 


(r)                                    To appoint a nonfiduciary agent or agents to
assist the Trustee in carrying out any investment instructions of Participants
and of any Investment Manager or Fiduciary, and to compensate such agent(s)
from the assets of the Plan, to the extent not paid by the Employer;


 


(s)                                  To do all such acts and exercise all such
rights and privileges, although not specifically mentioned herein, as the
Trustee may deem necessary to carry out the purposes of the Plan.


 


7.4                                 DUTIES OF THE TRUSTEE REGARDING
PAYMENTS


 


At
the direction of the Administrator, the Trustee shall, from time to time, in
accordance with the terms of the Plan, make payments out of the Trust Fund. The
Trustee shall not be responsible in any way for the application of such
payments.


 


7.5                                TRUSTEE’S
COMPENSATION AND EXPENSES AND TAXES


 


The
Trustee shall be paid such reasonable compensation as shall from time to time
be agreed upon in writing by the Employer and the Trustee. An individual
serving as Trustee who already receives full-time pay from the Employer shall
not receive


 


58
















 


compensation
from the Plan. In addition, the Trustee shall be reimbursed for any reasonable
expenses, including reasonable counsel fees incurred by it as Trustee. Such
compensation and expenses shall be paid from the Trust Fund unless paid or
advanced by the Employer. All taxes of any kind and all kinds whatsoever that
may be levied or assessed under existing or future laws upon, or in respect of,
the Trust Fund or the income thereof, shall be paid from the Trust Fund.


 


7.6                                 ANNUAL REPORT OF THE TRUSTEE


 


Within
a reasonable period of time after the later of the Anniversary Date or receipt
of the Employer contribution for each Plan Year, the Trustee shall furnish to
the Employer and Administrator a written statement of account with respect to
the Plan Year for which such contribution was made setting forth:


 


(a)                                  the net income, or loss, of the Trust Fund;


 


(b)                                 the gains, or losses, realized by the Trust
Fund upon sales or other disposition of the assets;


 


(c)                                  the increase, or decrease, in the value of
the Trust Fund;


 


(d)                                 all payments and distributions made from the
Trust Fund; and


 


(e)                                  such further information as the Trustee
and/or Administrator deems appropriate. The Employer, forthwith upon its
receipt of each such statement of account, shall acknowledge receipt thereof in
writing and advise the Trustee and/or Administrator of its approval or
disapproval thereof. Failure by the Employer to disapprove any such statement
of account within thirty (30) days after its receipt thereof shall be deemed an
approval thereof. The approval by the Employer of any statement of account
shall be binding as to all matters embraced therein as between the Employer and
the Trustee to the same extent as if the account of the Trustee had been
settled by judgment or decree in an action for a judicial settlement of its
account in a court of competent jurisdiction in which the Trustee, the Employer
and all persons having or claiming an interest in the Plan were parties;
provided, however, that nothing herein contained shall deprive the Trustee of
its right to have its accounts judicially settled if the Trustee so desires.


 


7.7                                 AUDIT


 


(a)                                  If an audit of the Plan’s records shall be
required by the Act and the regulations thereunder for any Plan Year, the
Administrator shall direct the Trustee to engage on behalf of all Participants
an independent qualified public accountant for that purpose. Such accountant
shall, after an audit of the books and records of the Plan in accordance with
generally accepted auditing standards; 
within a reasonable period after the close of the Plan Year, furnish to
the Administrator and the Trustee a report of his audit setting forth his
opinion as to whether any statements, schedules or lists that are required by
Act Section 103 or the Secretary of Labor to be filed with the Plan’s
annual report, are presented fairly in conformity with generally


 


59
















 


accepted
accounting principles applied consistently. All auditing and accounting fees
shall be an expense of and may, at the election of the Administrator, be paid
from the Trust Fund.


 


(b)                                 If some or all of the information necessary
to enable the Administrator to comply with Act Section 103 is maintained
by a bank, insurance company, or similar institution, regulated and supervised
and subject to periodic examination by a state or federal agency, it shall transmit and certify the accuracy of that information to the
Administrator as provided in Act Section 103(b) within one hundred twenty
(120) days after the end of the Plan Year or by such other date as may be
prescribed under regulations of the Secretary of Labor.


 


7.8                                 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE


 


(a)                                  The Trustee may resign at any time by
delivering to the Employer, at least thirty (30) days before its effective
date, a written notice of his resignation.


 


(b)                                 The Employer may remove the Trustee by
mailing by registered or certified mail, addressed to such Trustee at his last
known address, at least thirty (30) days before its effective date, a written
notice of his removal.


 


(c)                                  Upon the death, resignation, incapacity, or
removal of any Trustee, a successor may be appointed by the Employer; and such
successor, upon accepting such appointment in writing and delivering same to
the Employer, shall, without further act, become vested with all the estate,
rights, powers, discretions, and duties of his predecessor with like respect as
if he were originally named as a Trustee herein. Until such a successor is
appointed, the remaining Trustee or Trustees shall have full authority to act
under the terms of the Plan.


 


(d)                                 The Employer may designate one or more
successors prior to the death, resignation, incapacity, or removal of a
Trustee, in the event a successor is so designated by the Employer and accepts
such designation, the successor shall, without further act, become vested with
all the estate, rights, powers, discretions, and duties of his predecessor with
the like effect as if he were originally named as Trustee herein immediately
upon the death, resignation, incapacity, or removal of his predecessor.


 


(e)                                  Whenever any Trustee hereunder ceases to
serve as such, he shall furnish to the Employer and Administrator a written
statement of account with respect to the portion of the Plan Year during which
he served as Trustee. This statement shall be either (i) included as part of
the annual statement of account for the Plan Year required under
Section 7.6 or (ii) set forth in a special statement. Any such special
statement of account should be rendered to the Employer no later than the due
date of the annual statement of account for the Plan Year. The procedures set
forth in Section 7.6 for the approval by the Employer of annual statements
of account shall apply to any


 


60
















 


special
statement of account rendered hereunder and approval by the Employer of any
such special statement in the manner provided in Section 7.6 shall have
the same effect upon the statement as the Employer’s approval of an annual
statement of account. No successor to the Trustee shall have any duty or
responsibility to investigate the acts or transactions of any predecessor who
has rendered all statements of account required by Section 7.6 and this
subparagraph.


 


7.9                                 TRANSFER OF
INTEREST


 


Notwithstanding
any other provision contained in this Plan, the Trustee at the direction of the
Administrator shall transfer the Vested interest, if any, of such Participant
in his account to another trust forming part of a pension, profit sharing or
stock bonus plan maintained by such Participant’s new employer and represented
by said employer in writing as meeting the requirements of Code
Section 401(a), provided that the trust to which such transfers are made
permits the transfer to be made.


 


7.10                           DIRECT ROLLOVER


 


(a)                                  Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee’s election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the Administrator, to have any portion of an eligible rollover distribution
that is equal to at least $500 paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.


 


(b)                                 For purposes of this Section the
following definitions shall apply:


 


(1)                                  An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee’s designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under Code Section 401(a)(9); the portion of
any other distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities); any hardship distribution described in Code
Section 401(k)(2)(B)(i)(IV) after December 31, 1999; and any other
distribution that is reasonably expected to total less than $200 during a year.


 


(2)                                  An eligible retirement plan is an individual
retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan
described in Code Section 403(a), or a  qualified
trust described in Code Section 401(a), that accepts the distributee’s
eligible rollover distribution. However, in


 


61
















 


the
case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or individual
retirement annuity.


 


(3)                                  A distributee includes an Employee or former
Employee. In addition, the Employee’s or former Employee’s surviving spouse and
the Employee’s or former Employee’s spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in Code
Section 414(p), are distributees with regard to the interest of the spouse
or former spouse.


 


(4)                                  A direct rollover is a payment by the Plan to
the eligible retirement plan specified by the distributee.


 


ARTICLE VIII

AMENDMENT, TERMINATION AND MERGERS


 


8.1                                 AMENDMENT


 


(a)                                  The Employer shall have the right at any time
to amend the Plan, subject to the limitations of this Section. However, any
amendment which affects the rights, duties or responsibilities of the Trustee
and Administrator, other than an amendment to remove the Trustee or
Administrator, may only be made with the Trustee’s and Administrator’s written
consent. Any such amendment shall become effective as provided therein upon its
execution. The Trustee shall not be required to execute any such amendment
unless the Trust provisions contained herein are a part of the Plan and the
amendment affects the duties of the Trustee hereunder.


 


(b)                                 No amendment to the Plan shall be effective
if it authorizes or permits any part of the Trust Fund (other than such part as
is required to pay taxes and administration expenses) to be used for or
diverted to any purpose other than for the exclusive benefit of the
Participants or their Beneficiaries or estates; or causes any reduction in the
amount credited to the account of any Participant; or causes or permits any
portion of the Trust Fund to revert to or become property of the Employer.


 


(c)                                  Except as permitted by Regulations, no Plan
amendment or transaction having the effect of a Plan amendment (such as a
merger, plan transfer or similar transaction) shall be effective to the extent
it eliminates or reduces any “Section 411(d)(6) protected benefit” or adds
or modifies conditions relating to “Section 411(d)(6) protected benefits”
the result of which is a further restriction on such benefit unless such
protected benefits are preserved with respect to benefits accrued as of the
later of the adoption date or effective date of the amendment.
“Section 411(d)(6) protected benefits” are benefits described in Code
Section 411(d)(6)(A), early retirement benefits and retirement-type
subsidies, and optional forms of benefit.


 


62
















 


8.2                              TERMINATION


 


(a)                                  The Employer shall have the right at any time
to terminate the Plan by delivering to the Trustee and Administrator written
notice of such termination. Upon any full or partial termination, all amounts
credited to the affected Participants’ Combined Accounts shall become 100%
Vested as provided in Section 6.4 and shall not thereafter be subject to
forfeiture, and all unallocated amounts shall be allocated to the accounts of
all Participants in accordance with the provisions hereof.


 


(b)                                 Upon the full termination of the Plan, the
Employer shall direct the distribution of the assets of the Trust Fund to
Participants in a manner which is consistent with and satisfies the provisions
of Section 6.5.  Distributions to a
Participant shall be made in cash or in property or through the purchase of
irrevocable nontransferable deferred commitments from an insurer. Except as
permitted by Regulations, the termination of the Plan shall not result in the
reduction of “Section 411(d)(6) protected benefits” in accordance with
Section 8.1(c).


 


8.3                              MERGER OR
CONSOLIDATION


 


This
Plan and Trust may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan and trust only if the benefits
which would be received by a Participant of this Plan, in the event of a
termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any “Section 411(d)(6) protected
benefits” in accordance with Section 8.1(c).


 


ARTICLE IX

TOP HEAVY


 


9.1                                 TOP HEAVY
PLAN REQUIREMENTS


 


For
any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 6.4 of the
Plan and the special minimum allocation requirements of Code
Section 416(c) pursuant to Section 4.4 of the Plan.


 


9.2                                 DETERMINATION
OF TOP HEAVY STATUS


 


(a)                                  This Plan shall be a Top Heavy Plan for any
Plan Year in which, as of the Determination Date, (1) the Present Value of
Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accounts of
Key Employees under this Plan and all plans of an Aggregation Group, exceeds
sixty percent (60%) of the Present Value of Accrued Benefits and the Aggregate
Accounts of all Key and Non-Key Employees under this Plan and all plans of an
Aggregation Group.


 


63
















 


If any Participant is a Non-Key Employee for any
Plan Year, but such Participant was a Key Employee for any prior Plan Year,
such Participant’s Present Value of Accrued Benefit and/or Aggregate Account
balance shall not be taken into account for purposes of determining whether
this Plan is a Top Heavy or Super Top Heavy Plan (or whether any Aggregation
Group which includes this Plan is a  Top
Heavy Group). In addition, if a Participant or Former Participant has not performed
any services for any Employer maintaining the Plan at any time during the five
year period ending on the Determination Date, any accrued benefit for such
Participant or Former Participant shall not be taken into account for the
purposes of determining whether this Plan is a Top Heavy or Super Top Heavy
Plan.


 


(b)                                 This Plan shall be a Super Top Heavy Plan for
any Plan Year in which, as of the Determination Date, (1) the Present Value of
Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accounts of
Key Employees under this Plan and all plans of an Aggregation Group, exceeds
ninety percent (90%) of the Present Value of Accrued Benefits and the Aggregate
Accounts of all Key and Non-Key Employees under this Plan and all plans of an
Aggregation Group.


 


(c)                                  Aggregate Account: A Participant’s Aggregate
Account as of the Determination Date is the sum of:


 


(1)                                  his Participant’s Combined Account balance as
of the most recent valuation occurring within a twelve (12) month period ending
on the Determination Date;


 


(2)                                  an adjustment for any contributions due as of
the Determination Date. Such adjustment shall be the amount of any
contributions actually made after the Valuation Date but due on or before the
Determination Date, except for the first Plan Year when such adjustment shall
also reflect the amount of any contributions made after the Determination Date
that are allocated as of a date in that first Plan Year.


 


(3)                                  any Plan distributions made within the Plan
Year that includes the Determination Date or within the four (4) preceding Plan
Years. However, in the case of distributions made after the Valuation Date and
prior to the Determination Date, such distributions are not included as
distributions for top heavy purposes to the extent that such distributions are
already included in the Participant’s Aggregate Account balance as of the
Valuation Date. Notwithstanding anything herein to the contrary, all
distributions, including distributions under a terminated plan which if it had
not been terminated would have been required to be included in an Aggregation
Group, will be counted. Further, distributions from the Plan (including the
cash value of life insurance policies) of a Participant’s account balance
because of death shall be treated as a distribution for the purposes of this
paragraph.


 


64
















 


(4)                                  any Employee contributions, whether voluntary
or mandatory.  However, amounts
attributable to tax deductible qualified voluntary employee contributions shall
not be considered to be a part of the Participant’s Aggregate Account balance.


 


(5)                                  with respect to unrelated rollovers and
plan-to-plan transfers (ones which are both initiated by the Employee and made
from a plan maintained by one employer to a plan maintained by another
employer), if this Plan provides the rollovers or plan-to-plan transfers, it
shall always consider such rollovers or plan-to-plan transfers as a
distribution for the purposes of this Section. If this Plan is the plan
accepting such rollovers or plan-to-plan transfers, it shall not consider such
rollovers or plan-to-plan transfers as part of the Participant’s Aggregate
Account balance.


 


(6)                                  with respect to related rollovers and
plan-to-plan transfers (ones either not initiated by the Employee or made to a
plan maintained by the same employer), if this Plan provides the rollover or
plan-to-plan transfer, it shall not be counted as a distribution for purposes
of this Section. If this Plan is the plan accepting such rollover or plan-to-plan
transfer, it shall consider such rollover or plan-to-plan transfer as part of
the Participant’s Aggregate Account balance, irrespective of the date on which
such rollover or plan-to-plan transfer is accepted.


 


(7)                                  For the purposes of determining whether two
employers are to be treated as the same employer in (5) and (6) above, all
employers aggregated under Code Section 414(b), (c), (m) and (o) are
treated as the same employer.


 


(d)                                 “Aggregation Group” means either a Required
Aggregation Group or a Permissive Aggregation Group as hereinafter determined.


 


(1)                                  Required Aggregation Group: In determining a
Required Aggregation Group hereunder, each plan of the Employer in which a Key
Employee is a participant in the Plan Year containing the Determination Date or
any of the four preceding Plan Years, and each other plan of the Employer which
enables any plan in which a Key Employee participates to meet the requirements
of Code Sections 401(a)(4) or 410, will be required to be aggregated. Such
group shall be known as a Required Aggregation Group.


 


In
the case of a Required Aggregation Group, each plan in the group will be
considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy
Group. No plan in the Required Aggregation Group will be considered a Top Heavy
Plan if the Required Aggregation Group is not a Top Heavy Group.


 


(2)                                  Permissive Aggregation Group: The Employer
may also include any other plan not required to be included in the Required
Aggregation


 


65
















 


Group,
provided the resulting group, taken as a  whole,
would continue to satisfy the provisions of Code Sections 401(a)(4) and
410. Such group shall be known as a Permissive Aggregation Group.


 


In
the case of a Permissive Aggregation Group, only a plan that is part of the
Required Aggregation Group will be considered a Top Heavy Plan if the
Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive
Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation
Group is not a Top Heavy Group.


 


(3)                                  Only those plans of the Employer in which the
Determination Dates fall within the same calendar year shall be aggregated in
order to determine whether such plans are Top Heavy Plans.


 


(4)                                  An Aggregation Group shall include any
terminated plan of the Employer if it was maintained within the last five (5)
years ending on the Determination Date.


 


(e)                                  “Determination Date” means (a) the last day
of the preceding Plan Year, or (b) in the case of the first Plan Year, the last
day of such Plan Year.


 


(f)                                    Present Value of Accrued Benefit: In the case
of a defined benefit plan, the Present Value of Accrued Benefit for a
Participant other than a Key Employee, shall be as determined using the single
accrual method used for all plans of the Employer and Affiliated Employers, or
if no such single method exists, using a method which results in benefits
accruing not more rapidly than the slowest accrual rate permitted under Code
Section 411(b)(1)(C). The determination of the Present Value of Accrued
Benefit shall be determined as of the most recent Valuation Date that falls
within or ends with the 12-month period ending on the Determination Date except
as provided in Code Section 416 and the Regulations thereunder for the
first and second plan years of a defined benefit plan.


 


(g)                                 “Top Heavy Group” means an Aggregation Group
in which, as of the Determination Date, the sum of:


 


(1)                                  the Present Value of Accrued Benefits of Key
Employees under all defined benefit plans included in the group, and


 


(2)                                  the Aggregate Accounts of Key Employees under
all defined contribution plans included in the group,


 


exceeds
sixty percent (60%) of a similar sum determined for all Participants.


 


66
















 


ARTICLE X


MISCELLANEOUS


 


10.1                    PARTICIPANT’S RIGHTS


 


This
Plan shall not be deemed to constitute a contract between the Employer and any
Participant or to be a consideration or an inducement for the employment of any
Participant or Employee. Nothing contained in this Plan shall be deemed to give
any Participant or Employee the right to be retained in the service of the
Employer or to interfere with the right of the Employer to discharge any
Participant or Employee at any time regardless of the effect which such discharge
shall have upon him as a Participant of this Plan.


 


10.2                     ALIENATION


 


(a)                                  Subject to the exceptions provided below, no
benefit which shall be payable out of the Trust Fund to any person (including a
Participant or his Beneficiary) shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be void; and no such benefit shall in any manner be
liable for, or subject to, the debts, contracts, liabilities, engagements, or
torts of any such person, nor shall it be subject to attachment or legal
process for or against such person, and the same shall not be recognized by the
Trustee, except to such extent as may be required by law.


 


(b)                                 This provision shall not apply to a
“qualified domestic relations order” defined in Code Section 414(p), and
those other domestic relations orders permitted to be so treated by the
Administrator under the provisions of the Retirement Equity Act of 1984. The
Administrator shall establish a written procedure to determine the qualified
status of domestic relations orders and to administer distributions under such
qualified orders. Further, to the extent provided under a “qualified domestic
relations order,” a former spouse of a Participant shall be treated as the
spouse or surviving spouse for all purposes under the Plan.


 


(c)                                  This provision shall not apply to an offset
to a Participant’s accrued benefit 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,
in accordance with Code Sections 401(a)(13)(C) and (D).


 


10.3                         CONSTRUCTION OF PLAN


 


This
Plan and Trust shall be construed and enforced according to the Act and the
laws of the State of Alabama, other than its laws respecting choice of law, to
the extent not preempted by the Act.


 


67
















 


10.4                           GENDER AND NUMBER


 


Wherever
any words are used herein in the masculine, feminine or neuter gender, they
shall be construed as though they were also used in another gender in all cases
where they would so apply, and whenever any words are used herein in the
singular or plural form, they shall be construed as though they were also used
in the other form in all cases where they would so apply.


 


10.5                           LEGAL ACTION


 


In
the event any claim, suit, or proceeding is brought regarding the Trust and/or
Plan established hereunder to which the Trustee, the Employer or the
Administrator may be a party, and such claim, suit, or proceeding is resolved
in favor of the Trustee, the Employer or the Administrator, they shall be
entitled to be reimbursed from the Trust Fund for any and all costs, attorney’s
fees, and other expenses pertaining thereto incurred by them for which they
shall have become liable.


 


10.6                           PROHIBITION
AGAINST DIVERSION OF FUNDS


 


(a)                                  Except as provided below and otherwise
specifically permitted by law, it shall be impossible by operation of the Plan
or of the Trust, by termination of either, by power of revocation or amendment,
by the happening of any contingency, by collateral arrangement or by any other
means, for any part of the corpus or income of any trust fund maintained
pursuant to the Plan or any funds contributed thereto to be used for, or
diverted to, purposes other than the exclusive benefit of Participants, Retired
Participants, or their Beneficiaries.


 


(b)                                 In the event the Employer shall make an
excessive contribution under a mistake of fact pursuant to Act
Section 403(c)(2)(A), the Employer may demand repayment of such excessive
contribution at any time within one (1) year following the time of payment and
the Trustees shall return such amount to the Employer within the one (1) year
period. Earnings of the Plan attributable to the excess contributions may not
be returned to the Employer but any losses attributable thereto must reduce the
amount so returned.


 


10.7                           BONDING


 


Every
Fiduciary, except a bank or an insurance company, unless exempted by the Act
and regulations 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
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 alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in Act 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 cost of such bonds shall be an


 


68
















 


expense
of and may, at the election of the Administrator, be paid from the Trust Fund
or by the Employer.


 


10.8                           EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE


 


Neither
the Employer, the Administrator, nor the Trustee, nor their successors shall be
responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any
such Contract, or for the action of any person which may delay payment or
render a Contract null and void or unenforceable in whole or in part.


 


10.9                           INSURER’S
PROTECTIVE CLAUSE


 


Any insurer who shall issue Contracts hereunder
shall not have any responsibility for the validity of this Plan or for the tax
or legal aspects of this Plan. The insurer shall be protected and held harmless
in acting in accordance with any written direction of the Trustee, and shall
have no duty to see to the application of any funds paid to the Trustee, nor be
required to question any actions directed by the Trustee. Regardless of any
provision of this Plan, the insurer shall not be required to take or permit any
action or allow any benefit or privilege contrary to the terms of any Contract
which it issues hereunder, or the rules of the insurer.


 


10.10                     RECEIPT
AND RELEASE FOR PAYMENTS


 


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, to the extent thereof, be in full satisfaction of all claims hereunder
against the Trustee and the Employer, either of whom may require such
Participant, legal representative, Beneficiary, guardian or committee, as a
condition precedent to such payment, to execute a receipt and release thereof
in such form as shall be determined by the Trustee or Employer.


 


10.11                     ACTION BY THE
EMPLOYER


 


Whenever the Employer under the terms of the Plan is
permitted or required to do or perform any act or matter or thing, it shall be
done and performed by a person duly authorized by its legally constituted
authority.


 


10.12                     NAMED
FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY


 


The “named Fiduciaries” of this Plan are (1) the
Employer, (2) the Administrator and (3) the Trustee. The named Fiduciaries
shall have only those specific powers, duties, responsibilities, and
obligations as are specifically given them under the Plan or as accepted by or
assigned to them pursuant to any procedure provided under the Plan, including
but not limited to any agreement allocating or delegating their
responsibilities, the terms of which are incorporated herein by reference. In
general, unless otherwise indicated herein or pursuant to such agreements, the
Employer shall have the duties specified in Article II hereof, as the same
may be allocated or delegated thereunder, including but not limited to the
responsibility for making the contributions provided for under
Section 4.1; and shall have the authority to appoint and remove the
Trustee and the


 


69
















 


Administrator;
to formulate the Plan’s “funding policy and method”; and to amend or terminate,
in whole or in part, the Plan. The Administrator shall have the responsibility
for the administration of the Plan, including but not limited to the items
specified in Article II of the Plan, as the same may be allocated or
delegated thereunder. The Administrator shall act as the named Fiduciary
responsible for communicating with the Participant according to the Participant
Direction Procedures. The Trustee shall have the responsibility of management
and control of the assets held under the Trust, except to the extent directed
pursuant to Article II or with respect to those assets, the management of
which has been assigned to an Investment Manager, who shall be solely
responsible for the management of the assets assigned to it, all as
specifically provided in the Plan and any agreement with the Trustee. Each
named Fiduciary warrants that any directions given, information furnished, or
action taken by it shall be in accordance with the provisions of the Plan,
authorizing or providing for such direction, information or action.
Furthermore, each named Fiduciary may rely upon any such direction, information
or action of another named Fiduciary as being proper under the Plan, and is not
required under the Plan to inquire into the propriety of any such direction,
information or action. It is intended under the Plan that each named Fiduciary
shall be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan as specified or allocated
herein. No named Fiduciary shall guarantee the Trust Fund in any manner against
investment loss or depreciation in asset value. Any person or group may serve
in more than one Fiduciary capacity. In the furtherance of their
responsibilities hereunder, the “named Fiduciaries” shall be empowered to
interpret the Plan and Trust and to resolve ambiguities, inconsistencies and
omissions, which findings shall be binding, final and conclusive.


 


10.13                     HEADINGS


 


The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.


 


10.14                     APPROVAL
BY INTERNAL REVENUE SERVICE


 


(a)                                  Notwithstanding anything herein to the
contrary, contributions to this Plan are conditioned upon the initial
qualification of the Plan under Code Section 401. If the Plan receives an
adverse determination with respect to its initial qualification, then the Plan
may return such contributions to the Employer within one year after such
determination, provided the application for the determination is made by the
time prescribed by law for filing the Employer’s return for the taxable year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.


 


(b)                                 Notwithstanding any provisions to the
contrary, except Sections 3.5, 3.6, and 4.1(d), any contribution by the
Employer to the Trust Fund is conditioned upon the deductibility of the contribution
by the Employer under the Code and, to the extent any such deduction is
disallowed, the Employer may, within one (1) year following the disallowance of
the deduction, demand repayment of such disallowed contribution and the Trustee
shall return such contribution within one (1) year following the disallowance.
Earnings of the Plan attributable to the excess contribution may not be
returned to the Employer, but any losses attributable thereto must reduce the
amount so returned.


 


70
















 


10.15                     UNIFORMITY


 


All
provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner. In the event of any conflict between the terms of
this Plan and any Contract purchased hereunder, the Plan provisions shall
control.


 


71
















 


IN
WITNESS WHEREOF, this Plan has been executed the day and year first above
written.


 


	
  Signed,
  sealed, and delivered

  in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
  Paragon
  Systems, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Charles
  Keathley

  	
   

  
	
   

  	
   

  	
  EMPLOYER

  
	
   

  	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
  WITNESSES
  AS TO EMPLOYER

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Charles Keathley

  	
  (SEAL)

  
	
   

  	
  TRUSTEE

  
	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
  WITNESSES
  AS TO TRUSTEE

  	
   

  
							



 


72
















 


EGTRRA AMENDMENT TO


PARAGON SYSTEMS, INC.


401(K) PROFIT SHARING PLAN


 
















 


EGTRRA AMENDMENT TO


PARAGON SYSTEMS, INC.


401(K) PROFIT SHARING PLAN


 


ARTICLE I


PREAMBLE


 


1.1                                 Adoption and effective date of amendment. This amendment of the plan is adopted to
reflect certain provisions of the Economic Growth and Tax Relief Reconciliation
Act of 2001 (“EGTRRA”). This amendment is intended as good faith compliance
with the requirements of EGTRRA and is to be construed in accordance with
EGTRRA and 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.


 


1.2                                 Supersession of inconsistent provisions. This amendment shall supersede the
provisions of the plan to the extent those provisions are inconsistent with the
provisions of this amendment.


 


ARTICLE II


ADOPTION AGREEMENT ELECTIONS


 


The questions in this Article II only need to be
completed in order to override the default provisions set forth below. If all
of the default provisions will apply, then these questions should be skipped.


 


Unless the employer elects otherwise in this
Article II, the following defaults apply:


1)      The vesting
schedule for matching contributions will be a 6 year graded
schedule (if the plan currently has a graded schedule that does not
satisfy EGTRRA) or a 3 year cliff schedule (if the plan currently has a
cliff schedule that does not satisfy EGTRRA), and such schedule will
apply to all matching contributions (even those made prior to 2002).


2)      Rollovers are automatically
excluded in determining whether the $5,000 threshold has been exceeded for
automatic cash-outs (if the plan is not subject to the qualified joint and
survivor annuity rules and provides for automatic cash-outs). This is applied
to all participants regardless of when the distributable event occurred.


3)      The suspension period after
a hardship distribution is made will be 6 months and this will only apply
to hardship distributions made after 2001.


4)      Catch-up contributions will
be allowed.


5)      For target benefit plans,
the increased compensation limit of $200,000 will be applied retroactively
(i.e., to years prior to 2002).


 
















 


2.1                               Vesting Schedule for
Matching Contributions


 


If there are matching contributions subject to a
vesting schedule that does not satisfy EGTRRA, then unless otherwise
elected below, for participants who complete an hour of service in a plan year
beginning after December 31, 2001, the following vesting
schedule will apply to all matching contributions subject to a vesting
schedule:


 


If
the plan has a graded vesting schedule (i.e., the vesting
schedule includes a vested percentage that is more than 0% and less than
100%) the following will apply:


 


	
  Years
  of vesting service

  	
   

  	
  Nonforfeitable percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  20

  	
  %

  
	
  3

  	
   

  	
  40

  	
  %

  
	
  4

  	
   

  	
  60

  	
  %

  
	
  5

  	
   

  	
  80

  	
  %

  
	
  6

  	
   

  	
  100

  	
  %

  



 


If
the plan does not have a graded vesting schedule, then matching contributions
will be nonforfeitable upon the completion of 3 years of vesting service.


 


In lieu of the above vesting schedule, the employer
elects the following schedule:


 


	
  a.

  	
   

  	
  o

  	
   

  	
  3-year
  cliff (a participant’s accrued benefit derived from employer matching
  contributions shall be nonforfeitable upon the participant’s completion of
  three years of vesting service).

  
	
  b.

  	
   

  	
  o

  	
   

  	
  6
  year graded schedule (20% after 2 years of vesting service and an
  additional 20% for each year thereafter).

  
	
  c.

  	
   

  	
  o

  	
   

  	
  Other
  (must be at least as liberal as a. or b. above):

  



 


	
  Years of vesting service

  	
   

  	
  Nonforfeitable percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  



 


The
vesting schedule set forth herein shall only apply to participants who
complete an hour of service in a plan year beginning after December 31,
2001, and, unless the option below is elected, shall apply to all matching contributions subject to a
vesting schedule.


	
  d.

  	
   

  	
  o

  	
   

  	
  The
  vesting schedule will only apply to matching contributions made in plan
  years beginning after December 31, 2001 (the prior schedule will
  apply to matching contributions made in prior plan years).

  



 
















 


2.2                                 Exclusion of Rollovers in
Application of Involuntary Cash-out Provisions (for profit sharing and 401(k)
plans only). If the plan is
not subject to the qualified joint and survivor annuity rules and includes
involuntary cash-out provisions, then unless one of the options below is
elected, effective for distributions made after December 31, 2001,
rollover contributions will be excluded in determining the value of the
participant’s nonforfeitable account balance for purposes of the plan’s
involuntary cash-out rules.


 


	
  a.

  	
   

  	
  o

  	
   

  	
  Rollover
  contributions will not be excluded.

  
	
  b.

  	
   

  	
  o

  	
   

  	
  Rollover
  contributions will be excluded only with respect to distributions made
  after           
  (Enter a date no earlier than December 31, 2001).

  
	
  c.

  	
   

  	
  o

  	
   

  	
  Rollover
  contributions will only be excluded with respect to participants who
  separated from service
  after                          (Enter
  a date. The date may be earlier than December 31, 2001.)

  



 


2.3                                 Suspension period of
hardship distributions. If
the plan provides for hardship distributions upon satisfaction of the safe
harbor (deemed) standards as set forth in Treas. Reg.
Section 1.401(k)-1(d)(2)(iv), then, unless the option below is elected,
the suspension period following a hardship distribution shall only apply to
hardship distributions made after December 31, 2001.


	
   

  	
   

  	
  o

  	
   

  	
  With
  regard to hardship distributions made during 2001, a participant shall be
  prohibited from making elective deferrals and employee contributions under
  this and all other plans until the later of January 1, 2002, or 6 months
  after receipt of the distribution.

  



 


2.4                                 Catch-up contributions (for
401(k) profit sharing plans only): The plan permits catch-up contributions (Article VI) unless the
option below is elected.


	
   

  	
   

  	
  o

  	
   

  	
  The
  plan does not permit catch-up contributions to be made.

  



 


2.5                                 For target benefit plans
only: The increased
compensation limit ($200,000 limit) shall apply to years prior to 2002 unless
the option below is elected.


	
   

  	
   

  	
  o

  	
   

  	
  The
  increased compensation limit will not apply to years prior to 2002.

  



 


ARTICLE III


VESTING OF MATCHING CONTRIBUTIONS


 


3.1                                 Applicability. This Article shall apply to
participants who complete an Hour of Service after December 31, 2001, with
respect to accrued benefits derived from employer matching contributions made
in plan years beginning after December 31, 2001. Unless otherwise elected
by the employer in Section 2.1 above, this Article shall also apply
to all such participants with respect to accrued benefits derived from employer
matching contributions made in plan years beginning prior to January 1,
2002.


 
















 


3.2                                 Vesting schedule. A participant’s accrued benefit derived
from employer matching contributions shall vest as provided in Section 2.1
of this amendment.


 


ARTICLE IV


INVOLUNTARY CASH-OUTS


 


4.1                                 Applicability and effective date. If the plan provides for involuntary
cash-outs of amounts less than $5,000, then unless otherwise elected in
Section 2.2 of this amendment, this Article shall apply for
distributions made after December 31, 2001, and shall apply to all
participants. However, regardless of the preceding, this Article shall not
apply if the plan is subject to the qualified joint and survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code.


 


4.2                                 Rollovers disregarded in determining value of
account balance for involuntary distributions. For purposes of the Sections of the plan that provide for the
involuntary distribution of vested accrued benefits of $5,000 or less, 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 earnings allocable thereto) within the meaning of
Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the
Code. If the value of the participant’s nonforfeitable account balance as so
determined is $5,000 or less, then the plan shall immediately distribute the
participant’s entire nonforfeitable account balance.


 


ARTICLE V


HARDSHIP DISTRIBUTIONS


 


5.1                                 Applicability and effective date. If the plan provides for hardship
distributions upon satisfaction of the safe harbor (deemed) standards as set
forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this
Article shall apply for calendar years beginning after 2001.


 


5.2                                 Suspension period following hardship
distribution. A participant
who receives a distribution of elective deferrals after December 31, 2001,
on account of hardship shall be prohibited from making elective deferrals and
employee contributions under this and all other plans of the employer for 6
months after receipt of the distribution. Furthermore, if elected by the
employer in Section 2.3 of this amendment, a participant who receives a
distribution of elective deferrals in calendar year 2001 on account of hardship
shall be prohibited from making elective deferrals and employee contributions under
this and all other plans until the later of January 1, 2002, or 6 months
after receipt of the distribution.


 
















 


ARTICLE VI


CATCH-UP CONTRIBUTIONS


 


Catch-up
Contributions. Unless
otherwise elected in Section 2.4 of this amendment, all employees who are
eligible to make elective deferrals under this plan and who have attained age
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,
Section 414(v) of the Code. Such catch-up contributions shall not be taken
into account for purposes of the provisions of the plan implementing the
required limitations of Sections 402(g) and 415 of the Code. The
plan shall not be treated as failing to satisfy the provisions of the plan implementing
the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or
416 of the Code, as applicable, by reason of the making of such catch-up
contributions.


 


ARTICLE VII


INCREASE IN COMPENSATION LIMIT


 


Increase
in Compensation Limit.
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
Section 401(a)(17)(B) of the Code. 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).
If this is a target benefit plan, then except as otherwise elected in
Section 2.5 of this amendment, for purposes of determining benefit
accruals in a plan year beginning after December 31, 2001, compensation
for any prior determination period shall be limited to $200,000. 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.


 


ARTICLE VIII


PLAN LOANS


 


Plan
loans for owner-employees or shareholder-employees. If the plan permits loans to be made to
participants, then effective for plan loans made after December 31, 2001,
plan provisions prohibiting loans to any owner-employee or shareholder-employee
shall cease to apply.


 


ARTICLE IX


LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415
LIMITS)


 


9.1                                 Effective date. This Section shall be effective for
limitation years beginning after December 31, 2001.


 
















 


9.2                                 Maximum annual addition. Except to the extent permitted under
Article VI of this amendment and Section 414(v) of the Code, if
applicable, the annual addition 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.                                       $40,000, as adjusted for increases in the
cost-of-living under Section 415(d) of the Code, or


 


b.                                      100 percent of the participant’s
compensation, within the meaning of Section 415(c)(3) of the Code, for the
limitation year.


 


The
compensation limit referred to in b. shall not apply to any contribution for
medical benefits after separation from service (within the meaning of Section 401(h)
or Section 419A(f)(2) of the Code), which is otherwise treated as an
annual addition.


 


ARTICLE X


MODIFICATION OF TOP-HEAVY RULES


 


10.1                           Effective date. This
Article shall apply for purposes of determining whether the plan is a
top-heavy plan under Section 416(g) of the Code for plan years beginning
after December 31, 2001, and whether the plan satisfies the minimum
benefits requirements of Section 416(c) of the Code for such years. This
Article amends the top-heavy provisions of the plan.


 


10.2                           Determination of top-heavy status.


 


10.2.1                  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 Section 416(i)(1) of the Code for plan years
beginning after December 31, 2002), a 5-percent owner of the employer, or
a 1-percent owner of the employer having annual compensation of more than $150,000.
For this purpose, annual compensation means compensation within the meaning of
Section 415(c)(3) of the Code. The determination of who is a key employee
will be made in accordance with Section 416(i)(1) of the Code and the
applicable regulations and other guidance of general applicability issued
hereunder.


 


10.2.2                  Determination of present values and amounts. This Section 10.2.2 shall apply for
purposes of determining the present values of accrued benefits and the amounts
of account balances of employees as of the determination date.


 


a.                                       Distributions during year ending on the
determination date. The
present values of accrued benefits and the amounts of account balances of an
employee as of the determination date shall be increased by the distributions
made with respect to the employee under the plan and any plan aggregated with
the plan under Section 416(g)(2) of the Code during the 1-year period
ending on the


 
















 


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 the
plan under Section 416(g)(2)(A)(i) of the Code. In the case of a
distribution made for a reason other than separation from service, death, or
disability, this provision shall be applied by substituting “5-year period” for
“1-year period.”


 


b.                                      Employees not performing services during year
ending on the 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
determination date shall not be taken into account.


 


10.3                           Minimum benefits.


 


10.3.1                  Matching contributions.
Employer matching contributions shall be taken into account for purposes of
satisfying the minimum contribution requirements of Section 416(c)(2) of
the Code and the plan. 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
Section 401(m) of the Code.


 


10.3.2                  Contributions under other plans. The employer may provide, in an addendum to this amendment, 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 Section 401(k)(12) of the Code and matching contributions
with respect to which the requirements of Section 401(m)(11) of the Code
are met). The addendum should include the name of the other plan, the minimum
benefit that will be provided under such other plan, and the employees who will
receive the minimum benefit under such other plan.


 


ARTICLE XI


DIRECT ROLLOVERS


 


11.1                           Effective date. This
Article shall apply to distributions made after December 31, 2001.


 


11.2                           Modification of definition of eligible retirement plan. For purposes of the direct rollover
provisions of the plan, an eligible retirement plan shall also mean an annuity
contract described in Section 403(b) of the Code and an eligible plan
under Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and 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 relation order, as defined in Section 414(p) of the
Code.


 


11.3                           Modification of definition of eligible rollover distribution to exclude
hardship distributions. For
purposes of the direct rollover provisions of the plan, any amount 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.


 


11.4                           Modification of definition of eligible rollover distribution to include
after-tax employee contributions. For purposes of the direct rollover provisions in the plan, a portion
of a distribution shall not fail to be an eligible rollover distribution merely
because the portion consists of after-tax employee contributions which are not
includible in gross income. However, such portion may be transferred only to an
individual retirement account or annuity described in Section 408(a) or
(b) of the Code, or to a qualified defined contribution plan described in
Section 401(a) or 403(a) of the Code 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.


 


ARTICLE XII


ROLLOVERS FROM OTHER PLANS


 


Rollovers
from other plans. The
employer, operationally and on a nondiscriminatory basis, may limit the source
of rollover contributions that may be accepted by this plan.


 


ARTICLE XIII


REPEAL OF MULTIPLE USE TEST


 


Repeal
of Multiple Use Test.
The multiple use test described in Treasury Regulation Section 1.401(m)-2
and the plan shall not apply for plan years beginning after December 31,
2001.


 


ARTICLE XIV


ELECTIVE DEFERRALS


 


14.1                           Elective Deferrals - Contribution Limitation. No participant shall be permitted to have
elective deferrals made under this plan, or any other qualified plan maintained
by the employer during any taxable year, in excess of the dollar limitation
contained in Section 402(g) of the Code in effect for such taxable year,
except to the extent permitted under Article VI of this amendment and
Section 414(v) of the Code, if applicable.


 


14.2                           Maximum Salary Reduction Contributions for SIMPLE plans. If this is a SIMPLE 401(k) plan, then
except to the extent permitted under Article VI of this amendment and
Section 414(v) of the Code, if applicable, the maximum


 
















 


salary reduction contribution that can be made to this plan is the
amount determined under Section 408(p)(2)(A)(ii) of the Code for the
calendar year.


 


ARTICLE XV


SAFE HARBOR PLAN PROVISIONS


 


Modification
of Top-Heavy Rules.
The top-heavy requirements of Section 416 of the Code and the plan shall
not apply in any year beginning after December 31, 2001, in which the plan
consists solely of a cash or deferred arrangement which meets the requirements
of Section 401(k)(12) of the Code and matching contributions with respect
to which the requirements of Section 401(m)(11) of the Code are met.


 


ARTICLE XVI


DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT


 


16.1                           Effective date. This
Article shall apply for distributions and transactions made after
December 31, 2001, regardless of when the severance of employment
occurred.


 


16.2                           New distributable event.
A participant’s elective deferrals, qualified nonelective 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.


 


This amendment has been
executed this 31st day of December, 2001.


 


	
  Employer:
  

  	
  Paragon
  Systems. Inc.

  	
   

  



 


 


	
  By:

  	
  /s/ Charles Keathley

  	
   

  
	
   

  	
  EMPLOYER

  
				



 


	
  Name
  of Plan: 

  	
  Paragon
  Systems, Inc. 401(k) Profit Sharing Plan

  	
   

  



 
















 


AMENDMENT NUMBER ONE TO


PARAGON SYSTEMS, INC.


401(K) PROFIT SHARING PLAN


 
















 


AMENDMENT NUMBER ONE TO


PARAGON SYSTEMS, INC.


401(K) PROFIT SHARING PLAN


 


BY
THIS AGREEMENT, Paragon Systems, Inc. 401(k) Profit Sharing Plan (herein
referred to as the “Plan”) is hereby amended as follows, effective as of
November 1, 2001:


 


1.                                       The second sentence of the second paragraph
of Section 6.4 is amended to read as follows:


 


However, at the election of the Participant, the Administrator shall
direct the Trustee to cause the entire Vested portion of the Terminated
Participant’s Combined Account to be payable to such Terminated Participant
immediately after termination of employment.


 


IN
WITNESS WHEREOF, this Amendment has been executed this 1st day of
November, 2001.


 


Signed,
sealed, and delivered

in the presence of:


 


	
   

  	
   

  	
    Paragon
  Systems, Inc.

  
	
  Witness
  as to Employer

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Charles Keathley

  	
   

  
	
   

  	
  EMPLOYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  as to Employer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATTEST

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness as to Trustee

  	
   

  	
   

  
	
   

  	
  /s/ Charles Keathley

  	
  (SEAL)

  
	
   

  	
  TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  as to Trustee